TR PROPERTY INVESTMENT TRUST PLC ANNUAL REPORT 31-03-2025
Annual Report
31-03-2025
That there will be limitations on what can be achieved but wanting to see a positive direction of travel.
Overview
1 Company Summary
2 Financial Highlights and Performance
3 Historical Performance
Strategic Report
4 Chairman’s Statement
7 Manager’s Report
16 Responsible Investment
25 Portfolio
26 Investment Portfolio by Country
27 Twelve Largest Equity Investments
31 Investment Properties
32 Investment Objective, Benchmark and
Business Model
33 Strategy and Investment Policies
34 Key Performance Indicators
36 Principal and Emerging Risks
40 Long-term Viability
Governance
43 Directors
45 Managers
46 Report of the Directors
49 Corporate Governance Report
55 Report of the Nomination &
Remuneration Committee
56 Report of the Management
Engagement Committee
58 Report of the Audit Committee
61 Directors’ Remuneration Report
64 Statement of Directors’
Responsibilities in Relation to the
Group Financial Statements
65 Independent Auditor’s Report to
the Members of TR Property
Investment Trust plc
Financial Statements
74 Group and Company Statement of
Comprehensive Income
75 Group and Company Statement of
Changes in Equity
76 Group and Company Balance Sheets
77 Group and Company Cash Flow
Statements
78 Notes to the Financial Statements
Glossary and AIFMD Disclosure
104 Alternative Performance Measures,
Glossary and AIFM Disclosure
Notice of AGM
108 Notice of Annual General Meeting
113 Explanation of Notice of Annual
General Meeting
Shareholder information
116 Directors and Other Information
117 General Shareholder Information
119 Investing in TR Property Investment
Trust plc
The photograph on the front cover is of
Brandhorst Museum in Munich.
Annual Report & Accounts 2025 1
Introduction
TR Property Investment Trust plc (the ‘Company’) was
formed in 1905 and has been a dedicated property
investor since 1982. The Company is an Investment
Stock Exchange.
Benchmark
The benchmark is the FTSE EPRA Nareit Developed
Europe Capped Net Total Return Index in Sterling.
Investment policy
The Company seeks to achieve its objective by
investing in shares and securities of property
companies and property related businesses on an
international basis, although, with a pan-European
benchmark, the majority of the investments will be
located in that geographical area. The Company also
invests in investment property located in the UK only.
Further details of the Investment Policies, the Asset
Allocation Guidelines and policies regarding the use of
gearing are set out in the Strategic Report on page 33
and the entire portfolio is shown on page 26.
Investment manager
Columbia Threadneedle Investment Business Limited
acts as the Company’s alternative investment
fund manager (‘AIFM’) with portfolio management
delegated to Thames River Capital LLP (the ‘Portfolio
Manager’ or the ‘Manager’). Marcus Phayre-Mudge
has managed the portfolio since 1 April 2011 and been
part of the Fund Management team since 1997.
Independent board
The Directors are all independent of the Manager
and meet regularly to consider investment strategy,
to monitor adherence to the stated objective and
investment policies and to review investment
performance. Details of how the Board operates and
fulfils its responsibilities are set out in the Report of the
Directors on page 46.
Performance
The Financial Highlights for the current year are set out
on page 2 and Historical Performance can be found on
page 3. Key Performance Indicators are set out in the
Strategic Report on pages 34 and 35.
Retail investors advised by IFAs
The Company conducts its affairs so that its shares
can be recommended by Independent Financial
Advisers (‘IFAs’) in the UK to retail investors in
accordance with the Financial Conduct Authority
(‘FCA’) rules in relation to non-mainstream investment
products and intends to continue to do so. The shares
are excluded from the FCA’s restrictions, which apply
to non-mainstream investment products, because they
are shares in an authorised investment trust company.
Further information
General shareholder information and details of
how to invest in the Company, including investment
through an ISA or savings scheme, can be found on
page 116 onwards. This information can also be found
on the Company’s website www.trproperty.com.
TR Property Investment Trust plc
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
2 TR Property Investment Trust plc
Year ended
31 March
2025
Year ended
31 March
2024 Change
Balance Sheet
Net asset value (NAV) per share 327.16p 351.50p -6.9%
Shareholders’ funds (£’000) 1,038,237 1,115,503 -6.9%
Shares in issue at the end of the year (m) 317.4 317.4 0.0%
Net debt
1,6
18.5% 10.8%
Share Price
Share price 294.00p 325.00p -9.5%
Market capitalisation £933m £1,031m -9.5%
Year ended
31 March
2025
Year ended
31 March
2024 Change
Revenue
Revenue earnings per share 12.98p 12.04p +7.8%
Dividends²
Interim dividend per share 5.65p 5.65p 0.0%
Final dividend per share 10.25p 10.05p +2.0%
Total dividend per share 15.90p 15.70p +1.3%
Performance: Assets and Benchmark
Net Asset Value total return
3,6
-2.5% +21.1%
Benchmark total return
6
-3.8% +15.4%
Share price total return
4,6
-4.9% +22.9%
Ongoing Charges
5,6
Including performance fee 0.84% 1.81%
Excluding performance fee 0.78% 0.82%
Excluding performance fee and direct property costs 0.76% 0.78%
1. Net debt is the total value of loan notes, loans (including notional exposure to contracts for difference (CFDs)) less cash as a proportion of net asset value.
2. Dividends per share are the dividends in respect of the financial year ended 31 March 2025. An interim dividend of 5.65p (2024: 5.65p) was paid on 10 January 2025.
A final dividend of 10.25p (2024: 10.05p) will be paid on 30 July 2025 to shareholders on the register on 27 June 2025. The shares will be quoted ex-dividend on 26
June 2025.
3. The NAV Total Return for the year is calculated by reinvesting the dividends in the assets of the Company from the relevant ex-dividend date. Dividends are deemed
to be reinvested on the ex-dividend date as this is the protocol used by the Company’s benchmark and other indices.
4. The Share Price Total Return is calculated by reinvesting the dividends in the shares of the Company from the relevant ex-dividend date.
5. Ongoing Charges are calculated in accordance with the AIC methodology.
6. Considered to be an Alternative Performance Measure as defined on page 104.
Financial highlights and performance
Annual Report & Accounts 2025 3
Historical performance
for the year ended 31 March 2025
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Performance for the year:
Total Return (%)
NAV
(A)
28.3 8.2 8.0 15.5 9.1 -11.5 20.7 21.4 -35.5 21.1 -2.5
Benchmark
(B)
23.3 5.4 6.5 10.2 5.6 -14.0 15.9 12.2 -34.0 15.4 -3.8
Share Price
(C)
29.5 -1.6 9.1 25.5 6.2 -16.8 28.3 19.9 -36.2 22.9 -4.9
Shareholdersʼ funds (£ʼm)
Ordinary shares 1,010 1,065 1,118 1,256 1,328 1,136 1,326 1,563 968 1,116 1,038
Ordinary shares
Net revenue (pence per
share)
Earnings 8.89 8.36 11.38 13.22 14.58 14.62 12.25 13.69 17.22 12.04 12.98
Dividends
(D)
7.70 8.35 10.50 12.20 13.50 14.00 14.20 14.50 15.50 15.70 15.90
NAV per share (pence) 318.12 335.96 352.42 395.64 418.54 358.11 417.97 492.43 305.13 351.50 327.16
Share price (pence) 310.50 297.50 314.50 382.50 394.00 317.50 392.50 456.50 279.00 325.00 294.00
Indices of growth
(rebased at 31 March 2015)
Share price
(E)
100 96 101 123 127 102 126 147 90 105 95
Net Asset Value
(F)
100 105 111 124 132 113 131 155 96 110 103
Benchmark
(G)
100 103 107 114 117 97 111 121 78 87 81
Net dividend
(D)
100 108 136 158 175 182 184 188 201 204 206
RPI
100 102 105 108 111 114 115 126 143 149 154
Figures have been prepared in accordance with UK-adopted International Accounting Standards.
(A) The NAV Total Return for each year is calculated by reinvesting the dividends in the assets of the Company from the relevant ex-dividend date. Dividends are
deemed to be reinvested at the ex-dividend date as this is the standard methodology used by the Company’s benchmark and other indices. This is considered to be
an Alternative Performance Measure as defined on page 104.
(B) Benchmark Index: the FTSE EPRA Nareit Developed Europe Capped Net Total Return Index. Source: Refinitiv Eikon.
(C) The Share Price Total Return is calculated by reinvesting the dividends in the shares of the Company from the relevant ex-dividend date. This is considered to be an
Alternative Performance Measure as defined on page 104.
(D) Dividends per share in the year to which their declaration relates and not the year they were paid.
(E) Share prices only. These do not reflect dividends paid.
(F) NAV only values. These do not reflect dividends paid.
(G) Price only value of the index set out in (B) above.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
4 TR Property Investment Trust plc
Chairman’s statement
Market backdrop
In the half year results (to 30 September) I was able to
highlight what a strong six months we had experienced
and the growing sense of optimism within our sector. I
also cautioned in my Outlook how quickly sentiment and
pricing can change, particularly when macro headwinds
return to the fore. That is exactly what we then
experienced in the second half of the financial year. There
have been a series of geo-political events, ranging from
the new UK Government’s first Budget through multiple
autumnal elections across Europe to the all-important US
election.
Whilst the geo-political winds are creating waves on
the surface, we continue to see encouraging signs in
real estate fundamentals. The lack of new supply in so
many of the markets in which we invest means that
demand from tenants who are prepared to pay for quality
buildings in the right locations cannot be met. Rents
are rising and as usual our Manager’s report will go into
much more detail. Set against this has been enhanced
volatility in the pricing of short- and longer-term debt
given the geo-political noise. However, it is also important
to highlight how far spreads have narrowed. Banks
and other lenders are clearly there to do business with
borrowers. Access to capital – particularly debt – has
always been the oxygen of this leveraged asset class and
it is very encouraging to see those spreads tighten.
There are two related features of our positioning which
illustrate our Manager’s optimism. Firstly, the level of
gearing in the Company, which has increased to close
to record levels and as I write is at 17.0%. Our Manager
feels strongly that the combination of improving
market fundamentals and undervalued listed property
companies (which is an under owned corner of the wider
equity markets) provides great investment opportunities.
The heightened level of mergers and acquisitions
(‘M&A’) which we have previously flagged continues
almost unabated. Private equity has offered significant
premiums to broadly unchanged listed share prices
and clearly sees even greater value post-acquisition.
Meanwhile, the alternative of public-to-public takeovers
can drive returns through economies of scale and deliver
enhanced liquidity through larger market capitalisations.
The second related feature is the continuing low level
of physical property in the portfolio. We have found it
increasingly difficult to acquire physical assets (at market
prices) when listed equities have offered a compelling
alternative, trading on such large discounts to net asset
value. However, attractive opportunities are out there
even if one has to analyse a huge number of potential
deals; the Company made two acquisitions, in Bicester
and Northampton, which are reviewed in detail later in
this report.
The Company has delivered a solid rise
in earnings, supported by disciplined
stock selection and a return to healthier
dividends across the sector. The Board
is therefore pleased to continue a
measured pace of dividend growth,
drawing on our healthy revenue reserves.
Looking ahead, we are encouraged by
the renewed interest in value-driven
parts of the market. With many growth-
focused areas looking stretched, we
believe listed European real estate
stands out – underpinned by solid
fundamentals, improving sentiment
and attractive valuations. The portfolio
is well positioned to capture these
opportunities and we remain confident
in our Manager’s ability to deliver
sustainable growth over the long term.
Kate Bolsover
CHAIRMAN
Annual Report & Accounts 2025 5
Mar-24Mar-23Mar-22Mar-21Mar-20Mar-19Mar-18Mar-17Mar-16Mar-15
Benchmark Total Return
TR Property Share Price Total Return TR Property Net Asset Value Total Return
Mar-25
90
100
110
120
130
140
150
160
170
180
190
200
Ordinary Share Class Performance: Total Return over 10 years (rebased)
Revenue Results Outlook and Dividend
Revenue earnings for the full year increased by 7.8%
over the prior year to 12.98p per share. The growth in
earnings seen in the first half continued for the remainder
of the year, although at a lower rate. Rental income
from the direct property portfolio significantly reduced
following the sale of our largest asset, the Colonnades
in Bayswater. As noted in the half year report, the record
low exposure to physical property was expected to be
temporary and our two acquisitions will add to the rental
income in the future.
Although the income growth for the year is relatively
modest, we have seen a number of companies who had
previously suspended dividends return to announcing
or making distributions at various points throughout
our financial year. The impact will be more marked over
the next financial year when a full year of distributions
from these companies is brought into account. Having
said that, with higher interest rates impacting overall
distributions from these companies as well as the cost
to our own income account, the income is going to take a
while to recover.
I flagged at the half year stage that the dividend for
the full year would be uncovered. With healthy revenue
reserves and a positive longer-term outlook, the Board
is comfortable maintaining growth in the dividend, albeit
this will be at a subdued pace whilst the dividend remains
uncovered. Accordingly, the Board is recommending a
final dividend of 10.25p per share, which will bring the
full year dividend to 15.90p per share, a modest 1.3%
increase over the previous year.
Gearing and Currencies
Gearing increased from 10.8% at the start of the year
to 18.5% at the close, the average over the year was
approximately 14.0%, increasing further towards the year
end. I commented earlier in my report that this high level
of gearing reflects our Manager’s view of opportunities
within the sector at current pricing levels.
Details of our gearing and debt are set out in the
Manager’s report on page 15.
Sterling strengthened by 2.2% against the Euro over the
year to 31 March 2025. This is a 12-month snapshot
figure; what is more important is the range over the year
which was 5.5%. The average for the year was therefore
some 2.5% stronger than in the prior year, providing
a small headwind to the income account as 60% of
our income receipts are in Euros or other European
currencies.
As in prior years and in line with our longstanding policy,
the portfolio currency exposure was hedged to the
benchmark.
Discount and Share Repurchases
The discount widened towards the end of the year to close
at 10.1%. The average discount over the year was 7.5%
with the Company’s shares trading in a range of between
2.9% and 10.8% through the year. This is wider than the
five-year average of 6.9%. Our Managers continue to
market the Company through an extensive programme of
PR, webinars and monthly commentaries, all of which are
available on our website www.trproperty.com.
The Company did not repurchase any shares during the
year.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
6 TR Property Investment Trust plc
Chairman’s statement
continued
Awards
I am pleased to report that the Company has won three
awards this year, the Active Property category at the
AJ Bell Investment Awards; Quoted Data’s Investors
Choice Award ‘Best for Property’; and the Citywire ‘Best
Specialist Equities’ Investment Trust. The Citywire award
is particularly pleasing as the shortlist is a broad range
of investment trusts and it is the fourth time we have
won this award in the last five years. As a Board, we are
proud of the continued plaudits that our investment team
receives for their huge efforts on behalf of us all.
Outlook
The new financial year is only two months old, yet we
are back in superlative territory with record-breaking
price moves in all forms of risk assets as investors battle
both to protect themselves from so much uncertainty
and also to seek out mispriced opportunities thrown up
by such high levels of volatility. For our sector we must
take comfort not only in the positive fundamentals within
so many of our chosen markets but also the financial
strength of our companies. The balance sheet discipline
required by public market investors has resulted in many
of our companies having cash ready to invest.
The sector is very much part of the ‘value’ end of the
equity landscape and as a result has been under owned
for several years as investors have chased ‘growth’
stocks on ever increasing valuation multiples. The
performance of US equities in the first few months of
2025 will, we think, encourage investors to look again
at other parts of the equity market in terms of both
geographies and sectors. Pan European real estate looks
attractively underpinned. Our Manager certainly thinks so
given the record level of gearing in the Company.
Kate Bolsover
Chairman
10 June 2025
Annual Report & Accounts 2025 7
Manager’s report
Performance
The Company’s net asset value (‘NAV’) total return for the
12 months to 31 March 2025 was -2.5%, slightly ahead
of the benchmark which returned -3.8%. Given that the
respective figures for the first half of the financial year
were +10.9% and +9.3%, it was clearly a disappointing
second half. As the graph overleaf illustrates, the midpoint
of our financial year (September) was close to the peak for
the year under review. September also marked the peak
of the recent recovery in pan European real estate equity
share prices which had got underway in late 2023 after
two very difficult years.
This report covers the year to 31 March 2025 so the
(potentially) epoch defining geo-political events of April
and May will be covered in the Outlook.
As I wrote in the half year report, the first half (April to
September) saw the market responding to the growing
consensus that inflation was under control and that
central banks were once again able to dictate the
monetary policy narrative. We moved past ‘peak’ interest
rates with the first cut from the US Federal Reserve in
September which had of course been broadly priced in by
then. The three European central banks followed suit as
the inflation data, whilst mixed (particularly sticky service
sector wage inflation), generally trended downwards.
Encouragingly we also saw a dramatic improvement in
swap rates with a narrowing of spreads (as more lenders
returned to the market) which brought the cost of longer
dated debt down (real estate generally uses three-five
years). The outlook appeared increasingly stable as we
moved towards the second half of the financial year but, in
reality, investor sentiment was fragile.
Investors returned from their summer breaks and
immediately began to fret about inflation and the impact
on the rate curve. Longer dated swap rates moved out
and leveraged assets (such as real estate equities) sold
off. To compound matters, sentiment towards the UK
deteriorated with the new Government’s first Budget which
was widely viewed as anti-business and anti-growth.
Macro geo-politics continued to dominate with elections
in both France and Germany resulting in uncertainty as
more extreme political blocks (on both the right and the
left) created instability in forming coalition governments.
The price of risk rose and that affects the value of assets.
Beyond Europe, it was the landslide election of President
Trump and the Republican control of the House of
Representatives, the Senate and the Supreme Court that
had markets pondering on how many of his manifesto
pledges would be implemented. For Europe, the greatest
impact during the first quarter of 2025 was the growing
rhetoric from the US that Europe must rebuild its defence
capability. This required the largest country in Europe,
Germany, to break its self-imposed spending limit and
deficit control which previous governments had refused
We remain well positioned and agile, ready to
respond as market conditions evolve. Within
the property sector, positive fundamentals
persist: healthy rental growth, limited supply
and prudent debt levels are all amply evident
across our portfolio. M&A activity is also
creating meaningful opportunities to unlock
value and build scale in the listed property
market. Meanwhile, the macro environment
is clearly shifting and this defined the second
half of the year. Sadly, there is no law that says
the more unpredictable things become, the
faster they will return to familiar ground. But
our portfolio’s strength and flexibility mean
we are well equipped to navigate what comes
next with confidence.
Marcus Phayre-Mudge
FUND MANAGER
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
8 TR Property Investment Trust plc
to do. It all looked like a traditional European stalemate.
However, the new German Chancellor, Friedrich Merz
managed to force through a fiscal package of historic
proportions (€500bn) for infrastructure and defence
spending. This pushed 10-year Bund yields back up to
2.9% (last seen in June 2011). Whilst the rise in Bund
yields was very unhelpful for the German residential
names (the sub-sector corrected -15% in the month), the
fiscal stimulus will be a crucial boost for Germany and the
wider European economy.
The key message from your Manager is simply that the
period was once again dominated by a seesaw of market
responses to macro events. Individual company balance
sheets, detailed reviews of portfolios and their micro
growth prospects played second fiddle to the swings in
sentiment. Market fundamentals continue to improve
but the macro outlook has driven higher volatility in share
prices as demand for the asset class waxed and waned.
Reviewing the underlying performance of our companies
and the sub-sectors they are exposed to, we see plenty
to be optimistic about. As I wrote in the half year report,
we have continued the rotation to businesses exposed to
greater rental growth after several years of concentrating
on balance sheet liabilities and risk to cashflows from
the rising cost of debt. The collective loan-to-value of
our investment universe is in the mid-30s (%), a very
comfortable position. The result is a healthy expectation
of further improvements to earnings but with some
instances of near-term debt refinancing providing
headwinds to the rate of net income growth.
The first half of the year saw a raft of offensive (as
opposed to defensive) capital raises taking advantage of
market opportunities. Encouragingly, this was across a
broad range of sectors and geographies. The Company
invested over £30m (2.7% of NAV) in eight separate
transactions in the first six months of the financial year.
The second half was more muted with investors in a
wait-and-see mode ahead of the UK Budget and national
elections in France and Germany. They were wise to be
cautious, with sentiment deteriorating quite quickly as the
winter got underway. On 9 January, the UK 30-year gilt hit a
high of 5.3% (exceeding the Truss spike). The only raising
in which we participated in the second half of the year was
for a Swiss property company which raised a modest 3.5%
of NAV. Swiss property companies are often viewed as
a safe haven with stable, cheap financing. Consequently
they trade close to NAV, hence the ability to raise capital.
M&A activity continued to remind investors that
undervalued listed companies will attract private capital
even as market volatility increased in the second half of
the year. In fact, the weakening of prices through the end
of the calendar year and into the first quarter appears to
have encouraged private equity.
We believe that consolidation which leads to a smaller
number of larger, more liquid companies with improved
operating efficiencies is a large part of the solution for
the sector. We supported the part cash/part paper bid
by NewRiver REIT (market cap £300m) for another retail
minnow Capital & Regional (market cap £151m). This also
required a capital raise by NewRiver in September. A post
year end event has been the approach by LondonMetric to
acquire - in a mix of cash and shares - Urban Logistics REIT.
More details follow in the Investment Activity section below.
Whilst these consolidation plays are to be welcomed,
the majority of the M&A activity has been privatisations.
Leveraged private equity buyers have also been active in
the UK, where Starwood acquired Balanced Commercial
Property Trust (‘BCPT’) for cash following the completion
Manager’s report
continued
Dec-24 Jan-25 Feb-25 Mar-25Nov-24Oct-24Sep-24Aug-24Jul-24Jun-24May-24Apr-24Mar-24
-10%
-5%
0%
5%
10%
15%
FTSE EPRA Nareit Developed Europe Capped Net Total Return Index GBP
Benchmark Performance
Annual Report & Accounts 2025 9
of a strategic review. Whilst the price of 96p was 9%
below the last published NAV, shareholders voted for it.
The loss of BCPT leaves LondonMetric as the remaining
large, diversified REIT with a sector agnostic strategy.
Blackstone had engaged with the board (and the largest
shareholder) of Warehouse REIT which resulted in a
‘minded to accept’ statement following Blackstone’s
indication of a price which equated to a 10% discount
to the last published asset value. The portfolio is mixed,
with a range of standalone logistics assets, terraces of
smaller industrial units, a sizeable development site and a
retail warehouse park. However, as this document goes to
press, the potential buyer has uncovered issues during due
diligence and sought a further extension to the deadline by
which they must make a firm offer whilst also confirming
that they are no longer able to offer the previously
identified price. All quite messy and unresolved.
Our view is that Warehouse REIT's management has
been unable to articulate a clear strategy or deliver a
sustained covered dividend. The board has negotiated
a new fee structure which is to be applauded, but have
disappointingly not altered the egregious two-year notice
period on the old (higher) terms in the event the REIT is
taken private. Quite simply, this case of failure is being
rewarded and if the sale of the company does not proceed
then the board need to complete a more formal strategic
review. It is no wonder that investors have shied away
from structures where alignment between owners and
managers is not a priority in the boardroom.
Of great significance, given its size, is the ongoing battle
for Assura, the £1.6bn market cap owner of primary care
facilities all leased to the NHS (together with a portfolio of
recently acquired privately leased hospitals). The board
has announced, after receiving a series of incremental
offers, a bid very close to NAV from KKR. However, many
long-term investors in this healthcare sub-sector would
prefer Assura’s assets to remain in the public domain. We
would count ourselves in that group and have encouraged
their larger (and in our view, better run) competitor Primary
Health Properties ('PHP') to counterbid. The situation was
ongoing as we moved past the year end and this remains
the case as we go to press.
In Continental Europe there have been fewer transactions.
The board of Tritax EuroBox, an externally managed
portfolio of logistics and industrial assets geographically
spread from Spain to Sweden, initially accepted an
all-paper offer by SEGRO. This was trumped by a cash
bid from the private equity giant, Brookfield. In Spain,
Arima (market cap €240m) was the subject of a cash bid
from a private property fund (backed by a large Brazilian
bank). The deal was announced in May and completed in
November last year. The Company was the second largest
shareholder (8.1% of the issued equity). Whilst the bid was
at a 39% premium to the undisturbed share price, it was
still a 20% discount to the net asset value of this portfolio
of high quality, Central Business Direct ('CBD') offices in
Madrid. However, it was an important contributor to our
performance (33bps) which reflected the scale of the
premium to the undisturbed share price.
Reviewing our performance attribution data, gearing
assisted our alpha generation in the first half. The second
half saw further investment in physical property (as
detailed later in the report) which resulted in reduced
geared exposure to equities later in the financial year.
German residential, now the second largest sub-sector,
had enjoyed a strong first half (seen as a Bund proxy) but
this all reversed in the second half as investor concerns
around inflation and risk saw bond yields rise. Our relative
outperformance in this area was driven by our large
position in Phoenix Spree Deutschland. I have commented
on this stock in numerous reports and it is good to see
the board’s strategy of accelerated condominium sales
bearing fruit. A successful amendment to the debt
structure, which did require some sales below book value,
has put the business on a much stronger footing. It was
the only listed German residential business to produce a
positive total return (+8.6%) in the year.
The weakest performing sector was Industrial/Logistics,
but it is still the largest sub-sector. The market theme,
primarily experienced in the first half, saw a number
of highly rated companies suffering from a change in
sentiment as market indicators pointed to a slowdown in
the pace of rental growth. Our relative performance was
flat and whilst we are not overweight to the sector as a
whole, our French small cap, Argan returned -22.8% in
the year. The portfolio is fully let with a pipeline of pre-
let developments and steady earnings growth baked in.
Given the difficulties in delivering projects through the
convoluted French planning and regulatory bureaucracy
we still feel this is a great little company with strong
prospects. We therefore added to our position on share
price weakness. Our two largest underweights which
serve to counterbalance the Argan holding was SEGRO
(-20.5% over the year) and Sagax (-24.6%). The latter is a
highly rated, Swedish company with industrial assets all
over Western Europe.
In London Offices, we hold Workspace, the flexible office
and light industrial specialist, rather than the development
focused companies, Derwent London, Great Portland
Estates and Helical. After a very strong first half which
saw Workspace return +31.0%, the price weakness in the
second half saw a full year total return of -14.6%. All the
London companies followed a similar pattern, Derwent
London (the largest in the group) returned -11.6% in the
full year after posting +15.0% in the first half. Investors’
desire to get back into ‘bombed out’ office names in early
2024 evaporated in the second half in the face of macro
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
10 TR Property Investment Trust plc
Manager’s report
continued
headwinds. Offices will always be the most volatile sector
with the fastest rental growth (when the cycle turns) but
they carry the greatest risk given the risk of cost overruns
(highest construction costs per metre of any asset type)
and the speed of depreciation. We can all picture a tired
looking office building which is less than 20 years old!
A minor success story was in our UK Residential group
where we owned some PRS REIT and did not own Grainger
Trust. In the case of the former, shareholder activism saw
the removal of the Chairman and the announcement of a
strategic review. The board are in discussion with various
parties over the potential sale of the company and the
total return over the year was +51.9%. Our negative view
on Grainger was based on valuation rather than concerns
over market fundamentals. Its total return of -18.4% over
the year vindicated our concerns.
Offices
The bifurcation between the best and the rest remains
the overriding feature of virtually all office markets. The
structural shift in how and where businesses want to use
office space is compounded by the overarching need
to improve the energy efficiency of all buildings. This
environment is generating opportunities, particularly for
well-funded property companies who have the resources
to carry out the required refurbishments, especially in prime
locations where there is increasing visibility on demand
and rental growth. In the half year report, I commented on
the latest wave of pre-lets in London’s West End at record-
breaking rents £120-130 per ft. These levels have been
substantially exceeded, with a number of large lettings
recording headline rents exceeding £180 per ft in the West
End. Meanwhile in Docklands, you can still have as much
space as you want at record low rents. New developments
in the City of London have given occupiers options which
did not exist 15 years ago. Why be in Docklands when you
can be close to a major rail terminus such as Liverpool
Street or Cannon Street station. London’s newest tower,
22 Bishopsgate (62 levels) is now fully let with the top floor
let at a City record of £122 per ft. Helical Bar and their JV
partner Orion have sold 100 New Bridge Street to an owner
occupier (State Street) a year before completion for £333m.
We see the same across Europe, with Gecina’s Paris
CBD assets massively outstripping La Defence or other
peripheral markets in terms of tenant demand and rental
growth. Paris continues to have the lowest vacancy of the
24 European markets covered by Savills European Cities
Report. We continue to remain overweight to Paris through
Gecina. Across Europe, Savills report a 5% increase in take-
up in 2024 and forecast 4% in 2025. By the end of the year,
take-up will be only 10% below the pre-pandemic average.
Average weekly European office occupancy reached 60%
in 2024, versus a pre-pandemic average of 70%.
The return to office thematic has been augmented by
occupiers adjusting their demands. Tenants’ priorities
now include much more collaboration and amenity space,
coupled with complete ‘end-of-journey’ solutions such as
bike storage, showers and canteens.
Savills estimate average prime rental growth of 2.7% in
2025. Rents (inflation adjusted) remain 10% below 2019
levels. Not much else in any business’s cost base has seen
that level of deflation. It is these figures which are ensuring
very subdued development starts across all office
markets. The development appraisals only stack up for the
very best in class off the corrected land values.
Retail
The picture across retail markets remains encouraging
and the performance of listed shopping centre owners
reflects this optimism. The consumer remains resilient,
buoyed by inflation-linked pay rises and savings
accumulated during the pandemic. More importantly
for owners of bricks-and-mortar, the rate of online sales
growth appears to be slowing. Whilst that figure (ex-food
and fuel) is over 30% in the UK, across Europe it has only
grown from 9% (2017) to 16% (2024). The retailer cohort
has also been shaken out with virtually all the major
players (Primark the best-known exception) operating a
sophisticated omni-channel provision. Brand is crucial
and physical stores are very much part of the offer. Paris,
Berlin, Madrid, Milan and Barcelona all saw more store
openings in 2024 than in 2022 or 2023.
According to JLL prime rents grew by 5.6% (year-on-year)
through to the third quarter of 2024. The most expensive
locations (e.g. Bond Street, Milan’s Vai Montenapoleone,
Paris’ Avenue Montaigne) outstripped the average. We
are now more cautious on these super high-end locations
given slowing global growth. AEW Research remain most
optimistic about France, citing lower vacancy and tenant
affordability driving forecasted shopping centre rental
growth of 2.4% next year. Their forecast for the UK is much
poorer with growth of just 0.4% for shopping centres.
Retail warehousing remains a strong performer and
much in demand from investors. The low operating cost
and plentiful parking plays well into an evolving click-
and-collect/click-and-return world. CBRE’s Prime Retail
Parks index saw rents grow by 5.3% in 2024 and are now
just 8.6% below pre-pandemic levels. Vacancy is at 5.6%
nationwide and for prime parks it is less than 2%. The
Continental European data is almost as optimistic with
vacancy levels at their lowest since 2014. In these market
conditions rents can only go up.
Sentiment towards all forms of retail assets continues
to improve but we continue to prefer Europe, particularly
France and Sweden, over the UK. The consistently high
yields available from all our shopping centre owners
remains a key attraction in a period where income may
once again be the dominant driver of returns.
Annual Report & Accounts 2025 11
Industrial and Logistics
Whilst rental growth for this sector remains positive, the
rate of growth has slowed dramatically across all types of
industrial and logistics property Europe wide. The double-
digit growth rates seen through and after the pandemic
were not sustainable. The combination of over exuberance
in the investment market, a slowdown in take-up as
operators questioned the level of ERVs and some supply
response has all led to pressure on rental growth.
What has been very interesting is that the modest
correction in pricing has led to a flurry of investment
transactions, the property market equivalent of ‘buying
the dip’. According to Savills’ latest European Logistics
Outlook, investment volumes in 2024 reached €37.9bn,
a 14% increase on 2023 and the fifth strongest year on
record. Not what you might expect given that take-up
at 27.5 million sq m was 7% lower than 2023, but the
underlying structural drivers remain intact – supply chain
diversification, e-commerce growth, automotive and
wider electrification and broad desire to improve energy
and logistics efficiency. Investors have also noted the
slowdown in speculative development, reflecting not only
growing cautiousness but also tighter land regulation,
particularly in France, the Netherlands and Spain whilst
supply remains less constrained in Poland, Hungary and
Italy. Yields were stable for most of 2024 and then we saw
slight tightening in the fourth quarter. This is encouraging
for the sector which has returned to the top of our most
favoured (alongside European shopping centres).
Residential
Structural undersupply persists across virtually all
markets. The exception is Finland (and more specifically
Helsinki) where oversupply is evident. The governments in
both Dublin and Edinburgh are realising that rent controls
are short-term vote winners but store up long-term issues
as supply dries up. Developers will not build uneconomic
product in the face of rising construction costs. JLL
estimate that inflation in wages and materials has resulted
in average costs rising 27% over four years. Germany’s
situation has been even more extreme at 44%, leading to
developer insolvencies and planning permits dropping 31%
below 2020 levels. There is a crisis-level lack of supply.
In the meantime, the low-yielding nature of the asset class
(low voids, low depreciation, lower risk) resulted in the
collapse of leveraged buyers as the cost of capital rose.
The situation has only begun to improve in 2024, with
investment in multifamily totalling €53.9bn, 19% ahead
of 2023 levels but still 32% below the 2019-23 average.
However, the market fundamentals are so compelling
that stability in the pricing of longer dated debt will lead to
a return of investment. JLL are confident of 2025’s total
exceeding €60bn.
We have rebuilt our position in Irish Residential Properties
REIT following the exit of a Canadian investor who
attempted to take the company private. Our central case
is that the regulation on rent control will ease and thus
enable rents to rise to closer to market levels. In Sweden,
we continue to gain exposure to regulated rental property
through Balder. Our largest relative position remains
Phoenix Spree Deutschland, as mentioned earlier, with a
100% of its portfolio in Berlin. It is Germany’s largest and
‘youngest’ city with 56% of the population under the age
of 45 and residents from over 170 countries of origin. It
remains the most affordable capital city in Europe for
those lucky enough to find an apartment.
Alternatives
This loose collective of all sectors which do not fall into
office, retail, residential or industrial/logistics continues
to grow in importance. The common denominator of all
the alternative sectors is that they tend to be operationally
focused. In every case, we as investors are assessing the
operational capability of the asset and the management.
Purpose-built student accommodation (‘PBSA’) is a good
example. Unite Group (our preferred exposure) continues
to refine its portfolio into those top-tier markets which
offer the greatest rental growth. Universities face a funding
crisis and the over issuance of lower value degrees amidst
rising student debt issues will lead to falling rents in some
oversupplied markets.
Regulation is also a factor and the Netherlands has now
introduced rental caps alongside reducing the number of
courses taught in English in a blunt attempt to stem the
flow of overseas students. Erasmus, the European student
programme, saw a 6% increase in students travelling
to the EU in 2023 versus flat domestic growth. The UK,
encouragingly, has reversed its earlier rhetoric about
reducing overseas student visas and we saw a 15% year-
on-year increase in 2024 versus just 1% from domestic
students.
Self-storage was under pressure as operators traded
slower rental growth (greater incentives) in order
to maintain occupancy. Data from the Self Storage
Association showed falling occupancy nationwide (from
81% to 79% for mature stores). I commented at the half
year that the acquisition by Shurgard of Lok’nStore (the
UK’s third listed operator) looked expensive and the stock
underperformed Big Yellow and Safestore over the year by
8% and 6% respectively. More recently, the private equity
owners of Access have pulled the sale of the business,
citing offers 10% below their desired price.
Healthcare, both primary and elder care, have been strong
relative winners in the year at the asset level where the
Government-backed income remained attractive for
leveraged buyers. For the owners of the listed companies,
Assura and Primary Health Properties, the market saw
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
12 TR Property Investment Trust plc
Manager’s report
continued
very little topline growth given that rent reviews were
governed by a state entity (the Valuation Office). The
lukewarm response from equity investors changed
dramatically following the multiple bids from KKR for
Assura. With a total return of +18.6%, Assura was a top
performing stock over the year. Target Healthcare, a
nursing homeowner has tangentially benefitted from the
private equity interest in the sector, returning +17.0%. The
REIT is externally managed and we expect more questions
around cost efficiencies of the current contract which
could make the vehicle vulnerable to takeover.
Listed European healthcare companies are focused more
on nursing homes and elder care rather than primary care.
Post the year end we have seen an unsolicited all-paper
bid from Aedifica for Cofinimmo; they are the two largest
Belgian listed healthcare companies and the combined
business would be the fourth largest healthcare business
in Europe.
Debt and Equity Markets
Capital raised in 2024 across the UK and European real
estate companies reached €25.9bn, more than double
the €10.1bn raised in 2023. It was the third highest figure
in the last decade and already in the first quarter of 2025
(€6.3bn) has exceeded the corresponding quarter in 2024.
The majority of the capital raised was debt (€21bn) and
crucially the weighted coupon rate has dropped from
4.7% in 2023 to 3.7% in 2025. In addition, only 12.9% of all
debt is due to refinance in the next 12 months, with CFOs
clearly hoping that refinancing will be cheaper in 2027 than
2026.
It should be noted that these figures relate to new
issuance, some of which will be required to replace
existing/expiring lines of credit. There continues to be a
large amount of restructuring, extending and renegotiation
given the ongoing maturity of low interest vintage loans
across our universe. However, these published statistics
are a useful indicator of the improving capital environment
for debt markets.
Equity issuance was also stronger than the previous
two years as the sector looked forward to more benign
interest rate environment. The vast majority of raises can
be classified as ‘offensive’ (as opposed to ‘defensive’).
Companies were using the capital raised to either deploy
into new assets or to bring forward development pipelines,
rather than pay down debt or shore up balance sheets. The
one exception was Regional REIT where it had to carry out
a hugely dilutive capital raise at 10p (previous share price
40p) to restructure its balance sheet after the repayment
of a retail bond. We have never owned shares in this
externally managed company which owns regional offices
(outside of the M25) and had its IPO at 100p in 2015.
The Company participated in 14 separate capital raises in
the year. These ranged from a £9.9m investment in Unite,
who raised £450m to fund a number of new development
schemes which are all pre-let in collaboration with various
universities, down to £1.3m in Pandox’s capital raise of just
£20m. The most successful was our £6.2m investment
into Swiss Prime Site at CHF102.5 in February 2025 where
the shares are now trading at CHF116 (at the end of April).
Swiss stocks are seen as safe havens in these volatile
times.
Investment Activity – property shares
Portfolio turnover (purchases and sales divided by two)
totalled £460m, broadly in line with the previous year in
absolute terms (£477m). However, when viewed as a %
of net assets, turnover was 45%, higher than the previous
year of 40%, which saw net assets grow substantially in
the prior period. Three main reasons: heightened volatility,
M&A activity (where whole positions were liquidated) and
a significant amount of capital raised over the year (as
covered under Debt and Equity Markets above).
The adjustments in our largest overweights and
underweights (versus their respective positions in the
benchmark, i.e. our greatest convictions) were as follows.
UK Commercial Property Trust was acquired by Tritax
BigBox in an all-paper transaction. I liquidated the position
not wishing to increase my net exposure to Tritax BigBox.
Balder, our preferred Swedish residential play just missed
out on remaining in the highest conviction group as I took
profits post the huge summer rally in this highly leveraged
name. The theme of reducing exposure to the higher
leveraged Swedish names persisted into the year end with
Catena, the Swedish logistics developer, dropping out of
the major overweights group. The additional increased
exposure to European shopping centres was via Unibail-
Rodamco-Westfield which is now in the major overweight
group.
The exposure to Industrial & Logistics reduced over the
year. I liquidated our position in EuroBox once the SEGRO
paper bid emerged (in hindsight I should have held on
for the small additional gain from the Brookfield cash
counter bid). Exposure to Sagax, the highly rated Swedish
industrial owner was also reduced based on both its
leverage profile but also its premium pricing.
I do remain optimistic about the prospects for the
smaller Continental European logistics owners who have
substantial development pipelines and a solid path to
earnings growth. This is reflected in our ongoing major
overweight to Argan with its particularly high implied
earnings yield given the subdued share price.
Annual Report & Accounts 2025 13
Within the UK Diversified space, I continue to favour
LondonMetric as the large cap play and Picton as our
small cap exposure. The diversified sector continues
to shrink with the privatisation of both BCPT and more
recently the sale of Aberdeen Property Income to a
private consortium. I have recently acquired a holding
in Schroders Real Estate Investment Trust (market cap
£242m), one of the last micro caps in this sector. This
externally managed vehicle will shortly need to name its
new lead manager following the internal promotion of the
incumbent who becomes global head of Schroders real
estate business. I continue to believe that consolidation
amongst these small REITs will help their collective rating.
Hammerson, with retail assets in the UK, France and
Ireland, completed the sale of its minority interests in a
range of outlet malls (which included some exposure
to the flagship Bicester Village). It has reduced its debt
burden and promises both buybacks of its shares and
potential buyouts of some of its co-owned UK malls. I
still feel that owning a small number of assets in three
geographies will not deliver superior, market beating
returns and sold our position. If they are able to sell their
two French assets then the UK /Irish assets may well
attract a domestic buyer.
I closed the underweight to Shaftesbury Capital after a
period of sustained weakness. This poor performance
came to an abrupt end with the announcement of the
sale of 25% of the Covent Garden estate to Norges (who
already own a large stake in the REIT). This sale releases
£570m for additional investment in the estate.
In Spain, I participated in the placings in both Merlin
(July) and Colonial (November). Both companies were
raising ‘offensively’ with uses for the capital, as opposed
to ‘defensive’ de-gearing or balance sheet restructuring
reasons. However, over the following months I made only
modest profits as I exited both holdings. I had become
concerned that the use of proceeds, which for Merlin was
datacentres and for Colonial a series of mixed portfolios,
were not going to deliver enough return in the short
run. In the case of Merlin, the datacentre development
programme is to be applauded for helping to reinvigorate
depopulated parts of Spain but the stock has developed a
correlation with the fortunes of the wider listed technology
space which is unhelpful.
In the Alternatives space I returned to buying Unite,
participating in the placing in July (at 900p) and
subsequently adding to the holding (down as low as
806p). Their ability to extract strong returns from their
development programme together with the relentless
pruning of sub-scale locations and weaker educational
partners continues to drive returns. This is a classic case
(much like Industrials REIT or the self-storage names)
where the equity market is in danger of undervaluing the
management platform where economies of scale and
operational efficiencies would be hard to replicate.
Central Paris remains a market to which we are very happy
to have more exposure to, not only through Gecina (4.2%
of investments) but increasingly through Covivio (3.8%
of investments). It is a diversified business with c.40% of
investments in Paris, the rest is a mix predominantly of
mid-market hotels and Berlin residential, both of which are
markets I am happy to have more exposure to.
Our only meaningful office exposure outside of Central
Paris was to Madrid via Arima (1.4% of investments) which
was taken private in November.
I have covered much of our M&A activity under
Performance, the exception being Urban Logistics REIT
which requires some further explanation. This externally
managed REIT has focused on buying single let industrial
and logistics property across the UK. From IPO in 2016
through to November 2021 it completed seven capital
raises between 100p and 170p per share. My concern
with the vehicle centred on governance where the external
manager earned fees from both the management contract
but also from a broker (a commercial estate agent)
which was partially owned by the external manager. This
arrangement was not hidden from shareholders but that
does not make it more palatable in my view. By January
2025 the shares had fallen back towards 100p and I began
building a position. In February, the board announced a
proposal to internalise the management contract. This
would have required shareholders’ funds to essentially buy
out the manager from the contract (which had a two year
notice period). There were allied proposals in the event
that the REIT was acquired by a third party. Quite simply
the proposals were ludicrous and financially incontinent
with a very low return on capital employed. In my view, the
board had failed their shareholders in sanctioning such
a proposal. The vast majority of our engagement with
managers and boards are undertaken privately. However,
there are occasions where shareholders need to make a
stand. The Company joined with Waverton (an institutional
wealth manager) and Achilles (a new activist vehicle run
by Harwood Partners) to call for an EGM with resolutions
to replace three directors, including the Chairman. Within
a few weeks and before we received a formal response
from the board, there was an announcement that the
board were ‘minded to accept’ an offer (if one was made
on the terms outlined) from LondonMetric. The potential
offer is a mix of cash and paper and therefore the exact
value is a function of the LondonMetric share price. This
bid solves two problems for the board: it no longer has to
deal with the failed internalisation proposal and it avoids
the embarrassment of an EGM. LondonMetric’s bid
might be seen as opportunistic but judging by the share
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
14 TR Property Investment Trust plc
Manager’s report
continued
price performance investors are keen on the idea. Given
the timing so close to the year end, any announcement
will be a post balance sheet event. The share price of
Urban Logistics REIT at the end of April was 145.6p. Our
position was built primarily in January and February with
an average book cost of 114.3p. The impact on fund
performance was modest as the total holding was £13.4m
but the internal rate of return was encouraging given the
short holding period.
Physical Property Portfolio
During the year the Company purchased two new
properties. Launton Business Centre, Bicester was
acquired for £16.05m, which reflects a net initial yield
of 5.4% and a reversionary yield of 8.0%. This 10 unit
multi-let industrial estate was purchased off market
and has potential to add value through proactive asset
management and targeted refurbishment. The average
rent of the estate is less than £8 per sq ft with an
estimated rental value over £11 per sq ft. The capital value
of £145 per ft is close to rebuild cost. Bicester sits in the
heart of the Oxford-Cambridge growth corridor and we
believe that there are good rental growth prospects in both
the short and medium term. The second purchase was
a small 30,000 sq ft light industrial unit in Northampton
bought for £3.25m, reflecting a net initial yield of 7.5%
and a reversionary yield of 9.0%. The building is of
good specification with fixed rental uplifts in the lease.
The property was not widely marketed and we moved
quickly to secure it off market. Even after accounting for
all purchase costs (including stamp duty) the physical
property portfolio produced a total return of 7.7% for the
12 months, made up of a capital return of 5.3% and an
income return of 2.4%.
During the year, our asset management activity was
targeted at our property in Wandsworth where we started
the transformation of our ultra-urban industrial estate. This
has resulted in deliberate vacancy in much of the estate
as we conduct the rolling refurbishment and explains the
low income yield from the property portfolio given that this
asset accounts for more than 50% of the physical portfolio.
The aim of the refurbishment programme is to provide
premium grade specification and design alongside
market leading sustainability characteristics. Phase 1 was
completed in September 2024 and immediately let to a
high-end fashion business on a 10 year lease at a market
rent of £45 per sq ft. Phase 2 was completed in February
2025 and is available to let. So far, we have delivered
five units with an EPC grade of -A7, meaning they are all
capable of being occupied on a net-zero basis. The first
phase set a new market rent in London industrials and we
are excited about the interest in phase 2. A case study on
the Net Zero in use refurbishment of these units is on page
20, in the Responsible Investment section. As mentioned
at the half year, we re-let the retail unit that fronts the estate
to Joe & The Juice following a competitive bidding process
between three parties. As part of the letting, we opened up
four previously blocked windows, improving the natural light
into the unit and enriching the retail offer on Old York Road,
as well as enhancing the entrance to the estate.
Revenue and Revenue Outlook
Earnings of 12.98p were 7.8% ahead of the previous year.
At the expense of repeating the half year narrative, the
impact of rising interest rates over the last two and a
half years had a significant impact on our underlying
companies. Companies were quick to cut or suspend
dividends, alongside introducing programmes to reduce
debt through asset sales.
As I stated in the Half Year Report, most of the companies
which had suspended dividends have now returned to
distributing or have at least announced their intention to
do so. As expected, this increased the level of income
for the year under review, although the timing of some
recommencements resulted in a limited impact for this
financial year. We expect to see a further improvement for
the year to 31 March 2026 as we benefit from the full year
impact of the resumption of distributions, yet this is still not
likely to match 2022/23 levels.
To compound the fall in dividend income described above,
our own revenue account has suffered directly from
increased interest costs and rising rates of UK corporation
tax over the same period.
More recently, the sale of the Colonnades reduced our
direct property portfolio and rental income. The rolling
refurbishment project at our 16-unit Wandsworth industrial
estate entails planned vacancies. We expect income from
the estate to decline for two years before the benefits
in terms of increased rental income from this asset are
realised.
We have highlighted the opportunities for corporate activity,
and as covered earlier in this report a number of corporate
actions are in play, with more anticipated. Making the most
of these opportunities has in some cases come at the
expense of income and will continue to do so as these play
out but the capital returns should compensate for that.
The dividend for the current year is not fully covered, with
an approximately 18.4% contribution from our revenue
reserves. Looking forward, the dividend for the year to 31
March 2026 is unlikely to be fully covered and we anticipate
making a small contribution from revenue reserves. After
that, we expect to see underlying rental growth feed through
to distributions and the benefits of our direct portfolio
asset management initiatives (both the refurbishment
activity at Wandsworth and management initiatives on
Annual Report & Accounts 2025 15
Marcus Phayre-Mudge
Fund Manager
10 June 2025
our newly acquired assets) start to bear fruit. However,
the headwinds from higher interest rates (including our
loan note refinancing detailed below) and higher tax rates
are not expected to abate in the short term. The precise
timing of a fully covered dividend is difficult to predict.
However, we are confident of a return to a fully covered
dividend in the medium term, with any contributions to
our distributions from revenue reserves on a markedly
declining trajectory in the meantime. This assessment has
given the Board the confidence to maintain a modest level
of growth in our dividend.
Gearing and Debt
At the beginning of the year our revolving credit facilities
were undrawn. As sentiment towards the sector improved,
gearing was increased from 10.8% at the beginning of the
year to 18.5% at the close.
The closing level of gearing reflects our view of the
corporate action opportunities that the current sector
rating presents, on which further comments are made
elsewhere.
Our facility with ING was not renewed in July 2024 as we
were able to secure more competitive pricing elsewhere. In
October 2024 we finalised a multicurrency facility of £30m
with RBSI. This is in addition to the existing £60m facility
from RBSI. The loans have been deliberately arranged as
discreet loans with different maturity profiles.
Our Euro loan note is due to mature in February 2026
and we are at the early stages of discussions for the
refinancing of this. The interest rate environment is not as
favourable as when we entered into this loan note and we
expect to bear a meaningful increase in the existing 1.49%
coupon. Importantly, there is now a reasonable depth to
this market which will help us to minimise spreads.
During the year we also increased the number of providers
of contracts for difference (‘CFDs’). This enhances our
flexibility and ensures pricing remains competitive.
We retain the policy of accessing gearing through a range
of methods: loan notes, revolving multicurrency credit
facilities and CFDs, whilst maintaining relationships with
a number of banks and providers. Pricing is important
but flexibility is also a factor. The overall cost of debt has
increased significantly over the last two years and in
volatile markets the ability to move gearing levels quickly is
increasingly valuable.
Outlook
In the Outlook section of the half year report I concluded
that we would begin to see listed property companies
taking advantage of their balance sheet strength and
conservative ‘loan-to-value’ ratios to make earnings-
accretive acquisitions as the interest rate downward cycle
evolved. Headline examples include Landsec’s acquisition
of Liverpool One and Klepierre’s purchase of RomaEst,
both centres are coincidentally the sixth largest in their
respective markets.
I also suspected that this more benign environment
could attract more private capital looking to snap up
cheap assets and juice the returns of these lowly geared
listed portfolios. This has indeed come to pass. As
we go to press the outcome of the battle for Assura
between privatisation (by KKR) or public-to-public
merger (with PHP) remains undecided. What is clear
is that M&A in our sector is set to continue reminding
investors that discounted valuations of listed companies
whose underlying assets are priced privately will deliver
opportunities to make good returns.
The Chairman’s Outlook referenced the level of gearing
and our optimism. Given the weakness of our sector’s
performance in the second half of our financial year this
may well appear brave. The message is one of focus.
Focusing on quality businesses which are correctly
financed, exposed to markets and geographies which
offer fundamental growth, with management teams that
have a track record of delivery. Earnings growth is coming
through indexation, reversion capture and development
gains. The dry powder for investment within so many of
our companies is a real opportunity when there are so
many examples of supply/demand imbalances for the
right quality assets.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
16 TR Property Investment Trust plc
Responsible investment
Introduction
The Board recognises the importance of considering
Environmental, Social and Governance ('ESG') factors
when making investments and in acting as a responsible
steward of capital. This covers the Company's own
responsibilities on governance and reporting and through
responsible ownership of the investments that are made
on its behalf by its Portfolio Manager (the 'Manager').
1. The Company's own approach to Corporate
Governance and Reporting
Maintaining a high level of governance and disclosure
in the Company’s own operations and reporting is
extremely important. Our Manager is encouraging and
supporting this from the companies in which we invest
and we cannot fall short of these standards ourselves.
The Company’s compliance with the AIC Code of
Corporate Governance is detailed in the Corporate
Governance Report on page 49.
Under Section 414 of the Companies Act 2006 there is
a requirement to detail information about employee and
human rights, including information about any policies
in relation to these matters and the effectiveness of
these policies. As the Company has no employees,
this requirement does not apply. The Company is not
within the scope of the UK Modern Slavery Act 2015
because it has not exceeded the turnover threshold and
is therefore not obliged to make a slavery and human
trafficking statement. The Directors are satisfied that,
to the best of their knowledge, the Company’s principal
suppliers, which are listed on page 116, comply with the
provisions of the UK Modern Slavery Act 2015. These are
principally professional advisers and service providers in
the financial services industry, consequently the Board
considers the Company to be low risk in relation to
thismatter.
The Board meets the FCA Listing Rules targets on
diversity and inclusion. The Board’s diversity policy is
outlined in more detail in the Corporate Governance
Report.
The activities of the Nomination & Remuneration
Committee in relation to Board changes are referred to
in the Nomination & Remuneration Committee Report on
page 55.
The Company has no greenhouse gas emissions to
report from its operations, nor does it have responsibility
for any other emissions producing sources under the
Companies Act 2006 (Strategic Report and Directors’
Reports Regulations 2013). It is exempt from reporting
on its energy and carbon emissions under the
Streamlined Energy and Carbon Reporting requirements.
Investment trust companies are exempt from reporting
against the Task Force on Climate-Related Financial
Disclosures ('TCFD')
1
, however, the Financial Conduct
Authority ('FCA') regulations require the Company’s
AIFM, to report against TCFD at both the AIFM and
product level. Therefore the AIFM has published a
TCFD disclosure specific to the Company’s portfolio
which is available on the Company's website. The AIFM
has produced a report on its overall climate change
approach, which is structured using the TCFD categories
and is available on its website.
2. Our Portfolio Manager’s Approach to ESG
Our Portfolio Manager’s primary duty is to pursue the
objective set out at the beginning of this annual report,
which is to invest in property and property related
companies with the objective of exceeding the returns of
our benchmark.
The Company has not set out to be an investment
fund with any ESG or sustainability characteristics.
However, as a long-term investor, governance and
sustainability considerations are embedded in our
Manager’s investment process. ESG risk assessments
and considerations are factors which can feed into the
investment decisions taken by the Manager. This reflects
the belief of our Manager that investee companies that
have strong governance combined with a responsible
approach to social obligations and the commitment to
protect the environment can help enhance shareholder
returns in the long term.
LISTED EQUITY PORTFOLIO
As a dedicated investor in the property sector our Manager
does not have to consider some of the more controversial
areas of what is ethical investment. However we are
investing in buildings where construction and ongoing
management have a direct impact on the environment.
All property is in some way delivering a social purpose.
Modern building practices are very much more focused
on reducing energy consumption and efficiency than in
the past. Properties have varying lifespans but are built
for the long term. Older buildings which are less energy
efficient than their modern counterparts are a fact of
life and their replacement has wider environmental and
social repercussions as well as huge cost implications.
They are going to form part of the investible universe for
the foreseeable future and their efficient improvement
and management is just as important as ensuring new
developments follow the highest possible environmental
standards. Although older buildings will most likely show
inferior "scores" to their more modern counterparts on
a number of environmental measures, we are looking
¹ The TCFD was disbanded in December 2023, after its final status report was issued. However, companies continue to utilise its climate reporting framework.
Annual Report & Accounts 2025 17
for demonstration of best efforts by issuers to improve
these measures, recognising that there will be limitations
on what can be achieved but wanting to see a positive
direction of travel.
There are two fundamental considerations to investment
in property companies: the assets themselves and their
management. The Manager seeks to invest in long-term
assets which are managed by quality teams in a well
governed corporate structure. As a result, there has been
a long-standing and strong culture of stewardship in the
Manager’s investment approach. The Manager believes
that engaging with companies is best in the first instance,
rather than simply divesting or excluding investment
opportunities. However, there are instances where
governance matters have driven a decision not to invest in
a company. As one of the largest teams investing in pan-
European real estate equities, our Manager meets with
a significant number of management teams of investee
and potential investee companies each year and has a
robust record of engagement, with an agenda of reducing
risk, improving performance and encouraging best
practice. This is augmented by the strength of Columbia
Threadneedle's Responsible Investment team and its
broader engagement. Over the course of the year, our
management team participated in 295 individual or group
meetings with companies and their management teams.
The Manager continues to incorporate new procedures and
ways in which information is gathered and used to support
their engagement with companies on ESG matters.
Corporate Governance disclosure requirements have
increased transparency enormously in recent years and
enabled closer scrutiny and engagement on Governance
issues for some years. Environmental measures are
widely reported, with formal disclosure requirements
being placed upon our investee companies, the Manager
is more readily able to scrutinise other measures such as
climate change and sustainability policies and outcomes.
However, the Board and Manager are still of the view that
the ESG rating industry and its approach and processes
has significant limitations, making it difficult to draw
true comparisons and make fully informed decisions.
The assessments from the various data providers reach
different conclusions as they do not all score in a consistent
way. Some of the assessments are subjective and different
data providers have different definitions and criteria.
This may eventually converge into some form of
consensus or standardisation but it still has a way to
go. Conceptually, making ESG comparisons between
companies and portfolios appears simple, but it is actually
rather complex and it is important to ensure that valid
comparisons are being made. As the shortcomings are
being uncovered and the different approaches highlighted
we hope that this will put pressure on the data providers to
improve the quality and clarify the basis of their analysis.
The data services are subscribed to so have to be fit for
purpose.
Our Manager's own company database covers financial
and operational information together with extensive
modelling. ESG data is being collated alongside this,
having noted the shortfalls above allowing comparisons
to be made between the various data sources for a single
company and interrogated rather than relying on high level
“scores”. Interactions with companies on ESG matters are
noted and progress, or otherwise, can be tracked more
efficiently.
The Manager is dedicating direct resource to the analysis
of the information available and also has the benefit of
input from its Responsible Investment Team. This aims
to improve the Manager’s ability to engage with investee
companies on environmental matters and assist in the
consideration of ESG factors as part of overall investment
analysis.
Governance
Governance covers matters such as board structure;
effectiveness, diversity and independence, executive
pay and criteria, shareholder rights and financial and
governance reporting and standards.
Exercise of Voting Power and engagement
The Manager has a corporate governance voting policy
which, in its opinion, accords with current best practice
whilst maintaining a primary focus on financial returns.
The exercise of voting rights attached to the portfolio
has been delegated to the Manager. Where practicable,
all shareholdings were voted at all company meetings
in the financial year in accordance with Columbia
Threadneedle’s own corporate governance policies. This
ensures that a strong, consistent approach is taken to
proxy voting which backs up and reinforces engagement,
takes a robust line on key governance issues such
as executive pay and integrates consideration
of environmental, social & diversity issues and
sustainability practices into the voting process.
Columbia Threadneedle’s Stewardship Report 2024
provides more information on its firm-level stewardship
policies, as well as how these comply with the
expectations of the UK Stewardship Code 2020 to which
the Manager is a signatory. Its statement of compliance
can be found on the website at
https://www.columbiathreadneedle.com/en/.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
18 TR Property Investment Trust plc
During the financial year, the Manager voted against,
withheld and abstained on at least one management
proposal at 46% of shareholder meetings. Votes against
management were 8% of total items voted. Of the items
voted against, the proposals can be broadly categorised
as follows:
50%
13%
5%
Compensation
Capitalisation
Director Election
Director-related
Strategic Transactions
26%
4%
Non-routine Business
1%
Where concerns arise regarding governance issues, the
Manager is prepared to take a public stance if appropriate.
An example of this is set out in the Manager’s Report on
pages 13 to 14, detailing the actions around the initial
management internalisation proposals from Urban
Logistics REIT in February of this year.
Social
All buildings have a social function, providing places
to live, work, eat, shop, store etc. Management of
buildings needs to ensure any social obligations to
the occupants are met in terms of health & safety,
employee management and wellbeing and commitment
to communities. Most of these obligations are the
responsibility of the tenant but our investee companies
are obliged to report on matters affecting their own
employees and such statements are considered.
Environmental
Environmental policies in the property sector focus
largely on sustainability and climate change. Climate
change is one of the defining challenges of modern
times.
The management team have sourced data and
research from several providers, including the Columbia
Threadneedle Responsible Investment team and MSCI.
The quantity and depth of data available in our sector
varies greatly; the larger companies now have teams
dedicated to providing environmental impact data and
reporting. However many of our companies are small
and do not currently have the resources to contribute
data to the organisations providing analysis to the
investor community. As a consequence, we see strong
correlations between company size, maturity and
overall scores. Since our investment strategy leads us
to own focused mid-sized companies in preference to
some of the larger diversified companies, the portfolio's
overall ESG score might tend to be lower than the wider
benchmark. The rigour of our process ensures that these
companies receive scrutiny by the team.
DIRECT PROPERTY PORTFOLIO
Reducing the carbon emissions for the Company’s
direct property portfolio has continued to be the central
focus over the last 12 months. As detailed in the last
Annual Report, the key challenge is ensuring all carbon
reducing initiatives strike the right balance between being
genuinely deliverable and commercially viable. Over
the last year the relevance of this theme has become
even more prominent and the Company’s ESG strategy
has evolved to reflect this. We need to ensure that the
Company invests in carbon efficient interventions which
have the maximum impact towards meeting our goals.
The core ESG priorities detailed in last year’s annual
report, and set out below, continue to underpin the asset
management strategy of the Company’s direct property
portfolio. Through these priorities we have maintained a
thorough and consistent approach which has helped us
to refine our strategy and ensure that ESG continues to
shape it.
Alongside these core ESG priorities, social engagement
into the wider community, within which our assets are
located, has continued to be a key focus. Supporting
the vibrant local communities surrounding our assets
is critical to the success of the physical spaces we
create. Our physical assets need to fit seamlessly within
their communities and by supporting local events and
charities we have been able to ensure this is achieved.
Engagement with our occupiers and their community is
also critical to achieving our goals.
The Company’s direct property portfolio’s Sustainability
and Social Responsibility Committee continues to
provide the Governance structure for the ESG strategy.
Our partnership with our property manager and data
management consultant means we can monitor
progress closely and quickly identify any actions which
need to be taken to meet our goals. This structure
maintains full transparency with all stakeholders.
Responsible investment
continued
Annual Report & Accounts 2025 19
Core ESG Priorities
Consumption Data Management
Having a fully accessible dataset of the direct property
portfolio’s carbon emissions is only possible through
good consumption data management. This allows us to
measure and monitor the carbon consumption of each
asset accurately and therefore the carbon intensity of the
direct portfolio. We use the Sierra+ platform to do this
and it is through this platform that we can also model the
impact of proposed decarbonisation interventions and
their impact on the net zero pathway of a specific asset.
Under Streamlined Energy and Carbon Reporting (SECR)
the Company is defined as a low user company as
directly procured consumption is below 40MWh.
GRESB
The Company’s second GRESB submission results were
published in October 2024 with a 1 Star rating achieved.
Whilst this was the same rating as the previous inaugural
year, the overall score was much higher, being just 3
points from the 2 Star threshold. The data coverage of
utility consumption has significantly increased to 92% of
the portfolio, up from 34% last year, which had a positive
impact on the scoring. From FY2025-2026 we will move
away from GRESB in order to focus resource on a more
targeted strategy to reduce carbon emissions from the
direct portfolio. Further information is provided on page
22 where we detail the decarbonisation strategy for the
portfolio.
Renewable Energy Sources
All energy supplies to landlord areas within the portfolio
are procured only from renewable sources. This means
that 100% of landlord electricity and gas supplies are
contracted on certified green tariffs, backed by the
Ofgem regulated Renewable Energy Guarantees of Origin
(‘REGO’) scheme.
Energy Performance Certificate ('EPC') and Minimum
Energy Efficient Standards ('MEES')
The EPC profile for the Company’s direct property
portfolio as at 31 March 2025 is detailed below and
includes the recent acquisitions of Launton Business
Centre, Bicester and 14 Gambrel Road, Northampton.
We continue to meet the current MEES requirements
and the proportion of ratings B and above has improved
significantly from 13% last year to 38%.
EPC Ratings 2025 (ERV)
A+: 15%
(2024: 0%)
B: 23%
(2024: 13%)
C: 25%
(2024: 6%)
E: 4%
(2024: 18%)
D: 33%
(2024: 63%)
The majority of D and E ratings relate to the units
at Ferrier Street, Wandsworth which have not
been refurbished. As the phased sustainability-led
refurbishment progresses, these units will achieve A+
ratings, further strengthening the EPC profile of the
portfolio. The Company is also identifying opportunities
to improve the EPC for the other properties in the
portfolio with PV solar panel feasibility studies ongoing
and also identifying where gas supplies can be removed.
Green Lease Clauses
All new leases granted in the last year included “green
lease” clauses. These clauses document the mutual
agreement between landlord and occupier to collaborate
on reducing the carbon emissions generated through
their occupation, thereby improving the management of
Scope 1 and 2 emissions.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
20 TR Property Investment Trust plc
Responsible investment
continued
CASE STUDY: Ferrier Street refurbishment - implementation of our ESG priorities
In April 2024 we commenced the first phase of the
transformation of our ultra-urban industrial estate in
Ferrier Street, Wandsworth. This sustainability-led
project set out to provide premium grade specification
and design alongside market leading sustainability
characteristics.
The key specifications of the refurbishment included:
• A new, fully insulated roof with roof lights to maximise
natural light whilst maintaining thermal efficiency
• PV solar panels to provide onsite electricity
generation
• EV charging points
• Best in class commuter facilities to promote health
and wellbeing for occupiers
• New energy efficient heating and cooling for the office
space
• Removal of all gas supplies
• High quality design and finish
Attention to detail and design was critical to achieve
best in class units which stand out prominently from
competing estates. The outcome of this detailed design
approach is that we now have net zero in use, hybrid
industrial workspaces designed to suit a variety of
modern-day businesses across a range of sectors.
Annual Report & Accounts 2025 21
The significant investment into the carbon-efficient
interventions means that the units are future-
proofed against potential future decarbonisation
requirements. Following the completion of the work,
the units were reassessed to update their EPCs and
they both achieved an ‘A+’ EPC rating. This means
the units are net zero in use and are future-proofed
to meet the MEES requirements for commercial
buildings.
Phase 1 of the refurbishment was pre-let during
the construction stage. This is testament to the
quality of the product and the sustainability-focused
specification played a significant role in achieving
this. The new tenant took occupation of the units in
October 2024 and is delighted with the space:
“Moving to Ferrier Street Studios
has been hugely positive. The
sustainable credentials of the
building played a significant role
in our decision to take the space.
The flexibility of the workspace has
enabled us to adapt it to a number
of uses central to the operation
of our business. The variety of
independent restaurants and shops
in Wandsworth Town and the
proximity to the station was also
a key factor in our move. We are
delighted to be here.”
FOUNDER AND CEO, CONTEMPORARY
LEISURE BRAND.
Phase 2 comprised three further units and was completed in February 2025. All the units achieved an EPC A+ rating
and the plans for subsequent phases are currently in progress.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
22 TR Property Investment Trust plc
Community and Social Engagement
The Company has continued to support the Wandsworth
Foodbank by extending their occupation at Ferrier Street.
Between 2024-2025 they provided 12,638 emergency
food supplies to local people in hardship. Ferrier Street’s
central location within the borough means it can serve
all the foodbank centres efficiently, providing support to
those facing hunger in Wandsworth.
“The provision of this dedicated warehouse space in
Wandsworth Town since January 2023 has played a vital
part in enabling us to provide emergency food and support
to thousands of local households during this time. We’re
so grateful to TR Property for generously providing this
warehouse space for our food bank for another year.
This resource is a huge help to us as we help people and
families facing hunger in Wandsworth.”
Dan Frith, Wandsworth Foodbank Manager.
Through our established relationship with the
Wandsworth Town Business Improvement District
the Company was one of the key sponsors of the Old
York Road Unplugged event last summer. This free
community music event was held in Wandsworth Town
and included Ferrier Street as one of the central venues.
We were delighted to support this successful event
which welcomed the wider community to Ferrier Street.
Governance
Progress continues to be monitored by the Sustainability
and Social Responsibility Committee on a quarterly basis.
Given the evolving nature of our ESG priorities, it is critical
that a proactive approach is taken by all key stakeholders,
including senior decision makers within the Company, the
asset managers and the property management team. This
ensures all progress can be tracked and assessed in an
open and transparent forum.
Decarbonisation of the Direct Portfolio
The principle objective of the Company’s ESG approach
is to decarbonise the direct property portfolio by reducing
reliance on fossil fuels and maximising exposure to
renewable energy sources. Whilst there are a variety
of ways in which we can report and benchmark the
Company’s carbon emissions, it is becoming very clear
to us that we should target our focus on actively reducing
the carbon emissions. Before this can be done, a full
understanding of live consumption within the portfolio,
both on the landlord and tenant side, is critical to identifying
opportunities to reduce these carbon emissions.
For the last two years we have used GRESB to benchmark
the direct property portfolio’s ESG performance against
our peers. Whilst we have achieved a 1 star rating for both
years, last year the Company’s score increased by 35%
and was 3 points away from the 2 star threshold. This was
in part helped by the fact that we were able to provide 92%
data coverage for the portfolio, up from 34% last year.
Whilst GRESB initially proved to be a helpful tool for the
ESG measurement of our direct property portfolio, its
emphasis on accreditations and ESG assessments has
made it resource-intensive and costly for the Company’s
relatively small exposure to direct assets. We are keen
to continue to measure and improve the footprint of our
properties and have concluded that we can provide a more
accurate assessment of our ESG performance by setting
hard and soft targets for ourselves against which our
investors may measure our annual progress.
By changing how we apply our ESG resource we aim
to concentrate our focus on outcome rather than
performance benchmarking, which seems dominated by
consultants and reports. We do not believe that for our
physical portfolio, GRESB is the most impactful way of
implementing our strategy.
Responsible investment
continued
Annual Report & Accounts 2025 23
In light of this, we have decided to move away from GRESB
and concentrate on both the hard and soft aspects of
our ESG strategy which target the decarbonisation of
the direct property portfolio. To do this we need to focus
on reducing our carbon emissions through positive
interventions. The impact of these interventions can be
monitored closely through data collection and analysis.
Critically, this cannot be done unilaterally and occupier
engagement will be fundamental to our success.
Therefore, while more difficult to quantify, this occupier
engagement is paramount to reaching our goals.
We are, therefore, pleased to be sharing the Company’s
new ESG Key Performance Indicators (‘KPIs’) which will
be used to measure the progress of our decarbonisation
strategy. We believe that by taking a more hands-on
approach in managing the direct portfolio’s carbon
emissions, these KPIs will enable us to be fully
accountable for all asset management decisions made.
These ambitious but achievable targets have been set to
challenge the asset management team.
Key Performance Indicator Matrix
All reporting against KPIs will be on an annual ‘like for like’
basis.
It is important to clarify that our ESG strategy has not
changed. This is an evolution which will start to build the
framework for future reporting cycles. We expect these
KPIs to develop over time and they will be revised by
the Board on an annual basis to make sure that they are
relevant, ambitious and targeted towards meeting our
goals.
These KPIs have been split down to five key headline
objectives with corresponding actions.
1) Data Collection: we are confident that we can meet
100% data collection for electricity. Gas supplies are
primarily tenant controlled and therefore collecting
this data is more challenging, highlighting the critical
importance of occupier engagement.
2) Reduce Carbon Intensity by 7%: we are defining
carbon intensity as all electricity and gas consumed
by the direct property portfolio on both the landlord
Objective Action KPI
HARD
1) 100% Data
Collection
Collect consumption data (Landlord and
Occupier) for
o Electricity
o Gas
Monitor data and quality via data
platform (Siera+)
Target
o Electricity 100%
o Gas 75%
Quarterly Data meeting.
2) Reduce
Carbon
Intensity by
7%
o Electricity
– Increase onsite generation via PV
installations
o Gas
– Remove gas supplies from
properties
o Install 400 kWp of PV systems
(subject to Grid Applications)
o Decommission and remove 20%*
of gas supplies within the direct
portfolio.
*at least 4 supplies
3) 2030 MEES
Compliance
Improve EPC exposure to B ratings and
above
20% improvement in EPC B ratings and
above
SOFT
4) Occupier
Engagement
o Continue quarterly newsletters,
occupier satisfaction and
sustainability engagement survey
and occupier events
o Produceasustainabilityfit-outguide
o Social engagement
o Quarterly newsletters and occupier
survey within Q1
o Engage with the local community at
eachmulti-letasset
5) Governance o Quarterly sustainability committee
meetings
o Staff ESG Training
o Data quality analysis through
environmental consultant
o Supply chain analysis
o Maintain quarterly meetings
o Regular sessions and updates
throughout the year
o Minimum quarterly data reviews
o Review contractor tender documents
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
24 TR Property Investment Trust plc
and tenant side. Most of the consumption is on the
tenant side and therefore falls outside our direct
control. We believe that targeting a 7% ‘like for like’
reduction is ambitious and we hope to achieve this
through targeted interventions such as the removal of
gas supplies and the installation of PV solar panels.
3) 2030 MEES compliance relates to the EPC for
each unit in the portfolio. These are reviewed on a
quarterly basis to ensure that they are up to date and
all refurbishment projects must achieve a minimum
‘B’ EPC rating. This is very much a standard practice
for the management of the portfolio, however it is
important to formalise this target within our KPIs.
4&5) Occupier Engagement and Governance: these final
two KPIs focus on how all stakeholders within the
Company, our third-party partners and occupiers
can work together to deliver the KPIs. Occupier
engagement and collaboration is fundamental to
this as our occupiers are responsible for the majority
of carbon consumption within the portfolio. We
also need to ensure everyone, from the key decision
makers within the Company to our third-party service
providers, are aligned to this ESG strategy and strive
to meet these KPIs. Every action can impact our
output. Although it is more difficult to measure these
two KPIs, occupier engagement and governance
are vital to achieving our goals. We will track our
engagement with tenants and report in detail at the
end of the year.
The Company’s core ESG priorities will sit alongside these
ESG KPIs and will continue to be fully integrated into the
business plans for each asset, shaping its strategy:
• Renewable Energy Sources: all energy across Landlord
areas for the whole portfolio is solely procured from
renewable sources and backed by the Ofgem regulated
Renewal REGO scheme.
• EnergyPerformanceCertificateandMinimumEnergy
EfficiencyStandards: To ensure the direct property
portfolio meets the required MEES, all refurbishment
projects must achieve a minimum ‘B’ EPC rating.
• Green Lease Clauses: It is standard practice that all new
leases include these clauses. This assists in streamlining
the management of Scope 1 and 2 emissions.
These ambitious KPIs demonstrate the Company’s
commitment to the decarbonisation of its direct property
portfolio. As our decarbonisation journey progresses, we
will report on these KPIs in 12 months’ time.
Annual Report & Accounts 2025 25
Portfolio
Distribution of Investments
as at 31 March
2025
£’000
2025
%
2024
£’000
2024
%
UK Securities¹
- quoted & unlisted 388,795 35.7 376,567 33.7
UK Investment Properties 61,519 5.7 38,388 3.4
UK Total 450,314 41.4 414,955 37.1
Continental Europe Securities
- quoted 636,031 58.4 697,152 62.3
Investments held at fair value 1,086,345 99.8 1,112,107 99.4
- CFD debtor/(creditor)² 1,688 0.2 6,098 0.6
Total Investment Positions 1,088,033 100.0 1,118,205 100.0
Investment Exposure
as at 31 March
2025
£’000
2025
%
2024
£’000
2024
%
UK Securities
- quoted & unlisted 388,795 31.9 376,567 30.5
- CFD exposure³ 42,698 3.5 38,874 3.2
UK Investment Properties 61,519 5.1 38,388 3.2
UK Total 493,012 40.5 453,829 36.9
Continental Europe Securities
- quoted 636,031 52.1 697,152 56.5
- CFD exposure³ 89,810 7.4 81,675 6.6
Total investment exposure
4
1,218,853 100.0 1,232,656 100.0
Portfolio Summary
as at 31 March
2025 2024 2023 2022 2021
Total investments £1,086m £1,112m £949m £1,555m £1,401m
Net assets £1,038m £1,116m £968m £1,563m £1,326m
UK quoted property shares 36% 34% 41% 33% 28%
Overseas quoted property shares 58% 63% 51% 60% 66%
Direct property (externally valued) 6% 3% 8% 6% 6%
Net Currency Exposure
as at 31 March
2025
Company
%
2025
Benchmark
%
2024
Company
%
2024
Benchmark
%
GBP 31.1 31.2 32.6 32.8
EUR 42.4 41.9 42.0 41.9
CHF 11.1 11.2 9.1 8.9
SEK 15.3 15.2 16.2 16.1
NOK 0.1 0.5 0.1 0.3
¹ UK securities includes no unlisted holdings (2024: 2 (0.2%)).
² Net unrealised gain/(loss) on CFD contracts held as balance sheet debtor/(creditor).
³ Gross value of CFD positions.
4
Total investments illustrating market exposure including the gross value of CFD positions.
UK Securities
UK Property
Continental Europe
Securities
CFD Debtors/Creditors
Securities
UK Property
33.2%
6.1%
60.2%
94.9%
5.1%
35.7%
0.2%
5.7%
58.4%
94.9%
5.1%
35.7%
0.2%
5.7%
58.4%
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
26 TR Property Investment Trust plc
Investment portfolio by country
as at 31 March 2025
Market
value
£’000
% of total
investments
Austria
CA Immobilien 465 -
465 -
Belgium
Warehouses De Pau 38,471 3.5
Aedifica 31,498 2.9
Montea 7,180 0.7
Shurgard Self Storage 2,514 0.2
79,663 7.3
Finland
Kojamo 3,684 0.3
3,684 0.3
France
Klepierre 55,594 5.1
Argan 45,207 4.2
Gecina 40,462 3.7
Covivio 10,278 1.0
Carmila 6,924 0.6
158,465 14.6
Germany
TAG Immobilien 50,266 4.6
Vonovia 42,527 3.9
LEG Immobilien 31,583 2.9
124,376 11.4
Ireland
Irish Residential Properties 12,793 1.2
12,793 1.2
Netherlands
Eurocommercial Properties 23,227 2.1
Unibail-Rodamco-Westfield 22,359 2.1
CTP 14,723 1.4
Wereldhave 1,147 0.1
61,456 5.7
Spain
Merlin Properties 3,458 0.3
Inmobiliaria Colonial 1,267 0.1
4,725 0.4
Market
value
£’000
% of total
investments
Sweden
Fastighets Balder B 36,548 3.3
Wihlborgs 27,522 2.5
Nyfosa 13,264 1.2
Dios 8,457 0.8
Castellum 6,806 0.6
Catena 6,574 0.6
Platzer 6,135 0.6
Pandox 5,185 0.5
Cibus Nordic Real Estate 4,627 0.4
Samhallsbyggnadsbolaget 1,768 0.2
Intea 995 0.1
117,881 10.8
Switzerland
Swiss Prime Site 36,926 3.4
PSP Swiss Property 35,597 3.3
72,523 6.7
United Kingdom
LondonMetric Property 63,898 5.9
Unite Group 50,742 4.7
Picton Property Income 36,496 3.3
LandSec 33,699 3.1
Phoenix Spree Deutschland 27,167 2.5
Sirius Real Estate 23,825 2.2
Tritax Big Box REIT 22,944 2.1
Supermarket Income REIT 22,402 2.0
SEGRO 15,875 1.5
Shaftesbury Capital 14,037 1.3
Workspace 13,875 1.3
Urban Logistics 11,873 1.1
Primary Health Properties 9,117 0.8
Target Healthcare 8,875 0.8
Safestore 8,544 0.8
Schroder REIT 7,693 0.7
NewRiver REIT 7,650 0.7
Warehouse REIT 4,679 0.4
PRS REIT 2,665 0.2
Big Yellow Group 2,095 0.2
Empiric Student Property 644 0.1
388,795 35.7
Direct Property 61,519 5.7
CFD Positions (included in
current assets and liabilities) 1,688 0.2
Total Investment Positions 1,088,033 100.0
Notes
> Companies shown by country of listing.
> The above positions are the physical holdings included in the investments
held at fair value in the Balance Sheet. The CFD positions is the net of the profit
or loss on the CFD contracts (i.e. not the investment exposure) included in the
Balance Sheet current assets and liabilities.
Annual Report & Accounts 2025 27
Twelve largest equity investments
as at 31 March 2025
† Notes:
> The percentage of investment portfolio positions set out above include exposures through CFD for both the individual positions and the portfolio.
> The five-year total shareholder returns are the returns in the local currency of the holding.
Klépierre is a French REIT, which owns,
operates, and manages a portfolio of
European shopping centres, spanning
twelve countries. At the end of 2024, the
company owned a portfolio of c.€20bn, with
major exposures in France (c.38% of value),
Italy (c.24%), the Nordics (c.12%), Iberia
(c.12%), Germany/Netherlands (c.10%),
and CEE markets (c.5%). The company,
like all shopping centre owners, has reaped
the benefits of a return to normality as
social gatherings are permitted and travel
restrictions have been lifted demonstrated in
its strong rebound in footfall and tenant sales.
While the ongoing shift towards e-commerce
as a retail channel has continued, it has been
at a slower rate, even retreating in certain
markets, with digitally native retailers pivoting
to physical by opening stores. On a relative
basis, the company continues to benefit from
its 100% focus on Continental Europe, without
any exposure to weaker UK and US markets.
Additionally, the company continues to benefit
from the experience of the Chairman, David
Simon, also Chairman and CEO of Simon
Property Group, which owns a c.22% stake in
Klépierre.
In 2024, it observed rental growth of
+6.3% year-over-year, benefitting from high
indexation, positive reversion on releasing/
reletting and occupancy improvements.
Meanwhile, it’s financial metrics remain
conservative with a net debt to EBITDA of 7.1x
and an EPRA LTV of c.43%. Its average cost
of debt is low at just 1.50%, and is expected to
remain low, as evidenced by its high hedging
ratio of 86%, and weighted average loan
maturity of 6.3 years. Given the consistent
and robust financial metrics, Fitch and S&P
upgraded its credit rating to A- (from BBB+)
keeping their Stable outlooks. The five-year
total shareholder return has been +142%.
2
31 March
2025 2024
Shareholding
value £73.4m £67.4m
% of investment
portfolio
†
6.01% 5.5%
% of equity
owned 2.0% 1.6%
Share price 183p 203p
31 March
2025 2024
Shareholding
value £63.1m £61.1m
% of investment
portfolio
†
5.2% 5.0%
% of equity
owned 0.8% 1.0%
Share price €30.92 €24.00
1
Following its transformational 2024 merger
with LXI, London Metric Property has become
the UK’s largest ‘triple net’ REIT (i.e. where
its tenants, in addition to paying the rent, are
responsible for all property costs). Along
with long Weighted Average Unexpired Lease
Term's (WAULTs) this structure creates a
stable, dependable source of income across
a diverse range of assets (including hotels,
healthcare assets and bespoke leisure
assets such as Alton Towers, Thorpe Park
etc.), allowing the company to focus on
compounding future income and dividend
growth – an area where it now has an
enviable track record.
Its £6.2bn portfolio is broadly split 55% triple
net 45% logistics, with the latter asset class
helping to provide earnings and NTA growth
kicker, as the company completes asset
management initiatives and captures the
reversion embedded in UK logistics assets.
Management has historically shown
an astute ability to rotate its assets and
crystallise value for shareholders, as well
as a drive and skill in taking advantage of
mispriced public companies, consolidating
the sector and growing both the asset base
and more importantly the returns of the
company. LondonMetric is therefore set up,
in our view, to deliver strong income growth
over an extended period, and we believe the
shares are likely to continue to command
a rating premium vs. the peer group given
these inherent qualities. The five-year total
shareholder return has been +32.0%.
Unibail-Rodamco-Westfield is a French
REIT, which owns, operates, and manages
a portfolio of shopping centres spanning
Europe, the UK and US. At the end of 2024,
the company owned a portfolio of c.€50bn,
with major exposures in France (c.35% of
value), US (c.21%), CEE (c.11%), Iberia (c.8%),
UK (c.7%), Germany (c.5%), the Nordics
(c.5%) and other markets (c.7%).
After several years of dividend suspensions
as management preserved liquidity
helping to improve its balance sheet and
maintain its credit rating without the need
for a dilutive equity raise. The company’s
high-quality, flagship shopping centres
observed rental growth of +6.7% year-over-
year, benefitting from high indexation (in
Europe), positive reversion on releasing/
reletting and occupancy improvements
across the portfolio. The strong underlying
fundamentals of the prime portfolio has
permitted the company to right size the
portfolio by selling non-core assets and
improve margins, maintaining its credit
rating while using a “capital light” approach to
continue to drive earnings growth.
As outlined at its recent capital markets
day, management now expect consecutive
multi-year dividend increases, supported
by a return to topline growth. Specifically,
management has outlined a plausible plan
to leverage the Westfield brand and platform
alongside its attractive digital market
capabilities to drive efficiencies and new
revenues channels for its own portfolio as
well as third parties. The company continues
to benefit from the advice and experience of
board member, Xavier Niel, who alongside
his family own a c.25% stake in Unibail and
has been influential in their renewed strategic
direction. The five-year total shareholder
return has been +47.6%.
3
31 March
2025 2024
Shareholding
value £59.0m £67.4m
% of investment
portfolio
†
4.8% 2.8%
% of equity
owned 0.6% 0.4%
Share price €77.90 €74.50
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
28 TR Property Investment Trust plc
Twelve largest equity investments
continued
31 March
2025 2024
Shareholding
value £55.4m £39.4m
% of investment
portfolio
†
4.5% 3.2%
% of equity
owned 14.4% 11.0%
Share price 72p 65p
Gecina is the largest French REIT and is
one of the largest real estate companies in
Continental Europe by market capitalisation.
At the end of 2024, its portfolio was valued
at c.€17bn, comprising of offices (c.79%
of value), residential (c.18%), and student
accommodation (c.3%).
Gecina develops, manages, and owns the
diversified portfolio, which is heavily skewed
toward the Paris region (c.97%), and has been
selling low-yielding, dry assets reducing debt
and fundings to its attractive development
pipeline, which has been earnings accretive
in recent years. In 2024, Gecina continued
to be a beneficiary of the much-debated,
polarisation trend within, helped by its
centrally located and high-quality office
portfolio. As a result, Gecina saw solid rent
increases driven by indexed-linked rents,
positive reversion and a material increase
in occupancy levels year-over-year, which
all helped to drive 7% EPS growth year-over-
year. The company remains one of a handful
of European real estate companies with
an A rating from Moody’s & S&P, given its
conservative financial profile, operating with
an EsPRA LTV of c.39%. The average cost
of debt is low at just 1.20%, alongside a high
hedging ratio of 100%, and a long weighted
average loan maturity at 6.7 years permitting
it to benefit from relatively more attractive
funding costs than peers. The five-year total
shareholder return has been -11%.
6
† Notes:
> The percentage of investment portfolio positions set out above include exposures through CFD for both the individual positions and the portfolio.
> The five-year total shareholder returns are the returns in the local currency of the holding.
Picton is a diversified UK REIT with a
weighting towards UK industrial. The
c.£720m portfolio, as at September 2024,
was 62% industrial, 27% offices (with 15.0%
London and the South East) and 11% retail
(of which 7% retail parks). Along with a high-
quality portfolio (which we believe is under-
appreciated by the stock market) where
rental growth and capital value performance
have repeatedly beaten relevant benchmarks,
the company is run conservatively, taking
very limited development risk as well as
maintaining an impressively strong balance
sheet. For example, the company’s LTV as at
September 2024 was 25%, with long-dated
debt maturity (c.8 years) and very limited
near-term refinancing requirements.
Management has repeatedly shown an ability
to create value through both well executed
asset management and skilful disposals,
and we believe these actions do not get
the credit they deserve in a stock market
which at times only focuses on headline
figures. For example, Picton has reduced
its office exposure to a pro-forma 25% of
the portfolio through the alternative use
repositioning of Charlotte Terrace in London
(having received planning consent for
residential use for part of the asset), and the
sale of Longcross Cardiff (where the value
increased +17% over 6 months following the
achievement of planning consent for student
accommodation use). The five-year total
shareholder return has been +0.4%.
4
31 March
2025 2024
Shareholding
value £53.5m £22.2m
% of investment
portfolio
†
4.4% 1.8%
% of equity
owned 1.3% 0.5%
Share price 814p 978p
Unite Group is the largest student
accommodation provider in the UK
with a portfolio of c.68,000 beds under
management, valued at £6.0bn. We have
been long-term advocates of the student
accommodation sector, which remains
fundamentally supported by a supply
/ demand imbalance given multiple
students for each purpose-built student
accommodation bed available. In our view
Unite Group has an extremely strong position
within this strong subsector given the quality
of its assets and particularly its best-in-class
operating platform.
The company’s assets are aligned to the
highest performing UK university cities (93%
of assets aligned to Russell Group cities),
57% of beds are leased directly to universities
through nomination agreements, and most
recently Unite has been able to unlock joint
venture opportunities working directly with
universities because of its strong working
relationships with those institutions.
In our view these together gives UTG a
clear competitive advantage and sets the
company up to be able to continue to offer
strong earnings and NTA growth, while
the future value creation to come from its
development pipeline is the highest it has
been for some years (as at December 2024
the completed value of Unite’s committed
developments was £1.4bn, equivalent to 23%
of the company’s gross asset value). The
five-year total shareholder return has been
+13.9%.
5
31 March
2025 2024
Shareholding
value £51.0m £52.6m
% of investment
portfolio
†
4.2% 4.3%
% of equity
owned 0.9% 0.8%
Share price €86.85 €94.65
Annual Report & Accounts 2025 29
Argan is a French company, created in 2000 by
Jean-Claude Le Lan, which has been listed since
2007. The objective of the company has been to
build a portfolio of premium logistic assets which
guarantee a stable and high occupancy rate at
c.100%. The company is vertically integrated
and has full control of the entire value chain by
identifying future needs of prospective and current
tenants and developing high quality modern
assets on their behalf. Therefore, Argan can
capture the developer margin utilising its asset
managers local knowledge, while having little to no
risk on the letting side, given the strong underlying
demand for high-quality space in the mark.
In 2024, the portfolio value amounted to c.€3.9bn
and is uniquely placed, with a 100% exposure
to France (with a c.31% exposure to the Greater
Paris region). It has continued to benefit from
an attractive rental growth of +4.5% year-over-
year, benefitting from the positive evolution of
indexation, positive reversion on relettings and with
the portfolio fully let which is unchanged over the
course of the year. These operational results are
supported by a tight market with limited vacancy
especially in sought after locations, prompting
the noteworthy increase in investment volume
in the market. Among those acquiring logistics
landbanks, standing assets and portfolios in
France were European listed peers (such Montea,
WDP and VGP) alongside US listed peer (Prologis)
as well as a host of private equity firms.
Additionally, the relatively low dividend payout
at c.50-60% of distributable profit allows the
company to retain cash and reinvest in new
development projects while deleveraging and
repaying debt as it seeks to reach its long-term
target of an LTV of 30% by 2030. The management
of the company has been assumed by its founder
Jean Claude Le Lan who owns alongside family
members c.36% of the share capital, which is a
strong guarantee of alignment. The five-year total
shareholder return has been +3%.
9
† Notes:
> The percentage of investment portfolio positions set out above include exposures through CFD for both the individual positions and the portfolio.
> The five-year total shareholder returns are the returns in the local currency of the holding.
TAG is a German listed residential company,
with a portfolio of c.€6.5bn, split between
Germany (c.82% of value) and Poland
(c.18%). It owns a high-yielding, residential
portfolio focused on locations in Eastern
Germany, with long-term rental growth
potential. In recent years, it has entered the
Polish residential market, via two landmark
acquisitions helping it attain attractive
development and standing assets. It acquired
Vantage Development, a build-to-rent
residential platform (in 2019), followed by the
acquisition of Robyg, the largest housebuilder
in Poland (in 2022) which bolstered its
position in the market with exposure to
several of the major cities.
Despite German residential asset values
coming under pressure over the past 18-24
months, management has proactively
disposed of non-core assets, helping to keep
its balance sheet in check and permitting
the company to be the first among its peers
to return to FFO growth of +2.0% year-over-
year. Additionally, the portfolio continues
to boast a robust operational performance
with consecutive improvement observed in
portfolio vacancy level which now sits at just
4.0% and a healthy rent growth of +3.0% year-
on-year during 2024. This was supported
by an ongoing supply demand imbalance
in Germany coupled with the relatively
strong fundamentals also observed in the
Polish residential market. The five-year total
shareholder return has been -21.8%.
7
31 March
2025 2024
Shareholding
value £46.4m £14.5m
% of investment
portfolio
†
3.8% 1.2%
% of equity
owned 1.0% 0.3%
Share price €51.80 €46.76
Covivio a French REIT, which owns, operates,
and manages a portfolio of diversified hotels,
offices, and residential spanning several
European countries. At the end of 2024, its
portfolio was valued at c.€16bn, comprising
of offices (c.50% of value), German
residential (c.30%), and hotels (c.20%).
The company has continued to evolve its
three platforms via an accretive capital
recycling programme over the past few years
as it sought to improve its balance sheet via
selective disposals. These disposals largely
came from relatively low yielding offices
coupled with ultra-low yielding privatisation
in its German residential portfolio.
Management has sensibly redeployed capital
into the relatively higher-yielding Covivio
Hotels portfolio, in which its now owns a
majority stake as well as undertaking highly
accretive redevelopment projects.
This strategy has effectively enabled the
company to continue to improve margins
across its various hotel, office and residential
platforms but also start to guide towards
attractive earnings growth which should
support future dividend growth too.
Interestingly, the Del Vecchio family, who own
the largest producer and retailer of glasses
in the world (with brands such as Oakley and
Ray-Ban), ranks as the largest shareholder,
owning a c.23% in Covivio. The five-year total
shareholder return has been +32.5%.
8
31 March
2025 2024
Shareholding
value £50.3m £28.3m
% of investment
portfolio
†
4.1% 2.3%
% of equity
owned 2.7% 1.5%
Share price €12.58 €12.68
31 March
2025 2024
Shareholding
value £45.2m £39.2m
% of investment
portfolio
†
3.7% 3.2%
% of equity
owned 3.5% 2.4%
Share price €61.40 €83.90
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
30 TR Property Investment Trust plc
31 March
2025 2024
Shareholding
value £38.5m £19.4m
% of investment
portfolio
†
3.2% 1.6%
% of equity
owned 0.9% 0.4%
Share price €21.92 €26.46
† Notes:
> The percentage of investment portfolio positions set out above include exposures through CFD for both the individual positions and the portfolio.
> The five-year total shareholder returns are the returns in the local currency of the holding.
Warehouses De Pauw develops, owns
and operates warehouses for storage
and distribution in Belgium and abroad.
At the end of 2024, the company owned a
portfolio of c.€7.7bn, primarily split between
the Netherlands (c.39% of value), Belgium
(c.31%) and Romania (c.20%). In recent
years, management have bolstered their
existing European platform by entering new
geographies, such as France, Germany and
the Nordics. It has announced a string of
smaller acquisitions and developments in
France and Germany as it seeks to scale these
platforms and achieve critical mass. Whereas,
it has taken a 10% strategic stake in listed
peer, Catena and taken a board seat at the
company, which specialises in logistics real
estate in the Nordics.
In 2024, WDP continued to be a beneficiary
of structural tailwinds, such as nearshoring,
onshoring alongside the continued growth
in e-commerce, helped by its high-quality,
grade A warehouse portfolio. As a result, WDP
saw solid rent increases driven by indexed-
linked rents, positive reversion and a broadly
unchanged occupancy level, which all helped
to drive 7% EPS growth year-over-year. The
company continues to boast a supportive
balance sheet, reflecting its conservative
financial profile, operating with an EPRA LTV
of c.39%. The average cost of debt is low at
1.90%, alongside a high hedging ratio of 89%,
and a long weighted average loan maturity
at 4.8 years permitting it to benefit from
relatively more attractive funding costs than
peers. Additionally, the company continues to
benefit from the advice and experience of the
Chairman, Tony De Pauw, who owns a c.21%
stake in WDP. The five-year total shareholder
return has been -6.7%.
11
Vonovia is a German listed residential
company and the largest real estate
company in Continental Europe by market
capitalisation. At the end of 2024, the
company owned a portfolio of c.€79bn,
primarily split between Germany (c.88% of
value), Sweden (c.8%) and Austria (c.4%). The
portfolio has increased dramatically and now
stands at 539,000 units, following a string of
acquisitions, mostly of listed peers, such as
Deutsche Wohnen, Hembla, Victoria Park,
and BUWOG in recent years.
Vonovia is involved in the whole value
chain of the residential sector, via its rental
business (c.91% of Adj. EBITDA), its value-
add segment (energy, multimedia, and
other services segment, c.6%), recurring
sales segment (c.2%), and its third-party
development segment (c.1%). The German
residential sector remains heavily regulated,
yet Vonovia has continually been able to
generate solid and accelerating rental
growth year-over-year (+4.1% in 2024),
whilst also complying with regulations and
assuming a social role, which permits them
to benefit from critical political goodwill and
partnerships (as observed by the 20,000-
unit portfolio sale to the State of Berlin in
2021 and a string of other deals with public
housing companies). Even as asset values
came under pressure over the past 18-24
months, the business continues to perform
strong operationally as seen by a record
low vacancy level and healthy rent growth.
Moreover, market evidence points to further
upward revisions to rent growth estimates,
as the supply demand imbalance in Germany
persists with lagged positive impacts from
rent table. The five-year total shareholder
return has been -33%.
10
Swiss Prime Site is one largest real estate
companies in Switzerland, with a diversified
portfolio of real estate assets, coupled with
a leading real estate investment (indirect)
business. It owns a diversified real estate
portfolio, which was valued at CHF13.1bn,
comprising of offices (c.45% of value), retail
(c.24%), logistics (c.9%), hotels (c.7%), with
the residual c.15% of assets in land and other
uses.
Despite a slowdown in transactions,
underlying property markets in Switzerland
appear to be holding up well, as the handful
of transactions that did take place appeared
broadly supportive of existing asset values
as investment volume continue to improve
against a backdrop of 150bps of rate cuts
to just 0.25% by the SNB since March 2024.
While tenant demand remains healthy
with polarisation observed benefiting the
high-quality prime portfolios, which tend to
be owned by the listed companies. Over the
past 24-months, SPS has made significant
strategic inroads (with the sale of Wincasa
Group, a real estate services company),
the exit of the retail business (Jelmoli),
the acquisition of an asset manager
(Fundamenta), and an opportunistic
equity raise to fund acquisitions earlier this
year. Meanwhile, the underlying business
continues to perform well, with like-for-like
rent growth of +3.3%, helped by strong
indexation prints with portfolio vacancy
in check (at just 3.8%). The reported LTV
reduced by 130bps over the year to c.39%,
helped by a slightly positive revaluation
(+0.8%), some non-core disposals and a low
cost of debt of just 1.10%. The five-year total
shareholder return has been +45%.
12
31 March
2025 2024
Shareholding
value £42.5m £83.6m
% of investment
portfolio
†
3.5% 6.8%
% of equity
owned 0.2% 0.4%
Share price €24.96 €27.40
31 March
2025 2024
Shareholding
value £36.9m £43.6m
% of investment
portfolio
†
3.0% 3.5%
% of equity
owned 0.5% 0.8%
Share price CHF108.60 CHF85.05
Twelve largest equity investments
continued
Annual Report & Accounts 2025 31
Sector: Industrial*
Tenure: Freehold
Size (sq ft): 36,000
Principal tenants: Lockdown Bakers Mosimanns
Sector: Industrial
Tenure: Freehold
Size (sq ft): 63,000
Principal tenants: Infusion GB
Site of just over an acre, 50 metres from Wandsworth Town
railway station in an area that is predominantly residential.
The estate comprises 16 small industrial units generally
let to a mix of small to medium-sized private companies. A
phased refurbishment of the estate is ongoing.
* The site contains one small ancillary retail unit.
The IO Centre comprises six industrial units occupied
by three tenants and sits on a 4.5-acre site. Gloucester
Business Park is located to the east of Junction 11A of the
M5 and one mile to the east of Gloucester City Centre. The
property also has easy access to the A417 providing good
links to the M4 via junction 15.
Investment properties
Inner London* South East South West Midlands Total
Investment Property
53.0 26.9 14.1 6.0
100.0
* Inner London is defined as inside the North and South Circular.
Spread of direct portfolio by location (%)
as at 31 March 2025
Lease lengths within the direct property portfolio
as at 31 March 2025
Contracted rent
as at 31 March 2025
Value in excess of £10 million Value less than £10 million
£2.1m
£4.9m
£3.3m
Year 1
Year 2-5
Year 5+
0 to 5 years
5 to 10 years
Gross rental
income
55.7%
44.3%
10 Centre, Gloucester Business Park, Gloucester, GL3Ferrier Street Industrial Estate, Wandsworth, London, SW18
Sector: Industrial
Tenure: Freehold
Size (sq ft): 120,000
Principal tenants: Cherwell Laboratories, Royal Mail,
Euro Car Parts
Sector: Industrial
Tenure: Freehold
Size (sq ft): 30,300
Principal tenants: DK Logistics (Motorsport) Limited
This 10 unit multi-let industrial estate is in the heart of
the central Bicester industrial area and at the core of the
Oxford-Cambridge growth zone. The property has low
site density and many options to add value through asset
management.
A single let, well specified unit with low site cover and easy
access to the M1 via either Junction 15a or 16. The building
has 5 dock level access doors and 2 level access doors
providing a high specification and making the property
attractive to a wide range of occupiers. The building also
benefits from a photovoltaic array on the roof, generating
electricity on site which is sold to the occupier under a
separate arrangement.
12 Gambrel Road, Northampton, NN5Launton Business Centre, Bicester, OX26
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
32 TR Property Investment Trust plc
Investment objective and benchmark
The Company’s investment objective is to maximise
shareholders’ total returns by investing in the shares
and securities of property companies and property
related businesses internationally and also in
investment property located in the UK.
The benchmark is the FTSE EPRA Nareit Developed
Europe Capped Net Total Return Index in sterling. The
index, calculated by FTSE, is free-float based and as
at 31 March 2025 had 104 constituent companies.
The index limits exposure to any one company to 10%
and reweights the other constituents pro-rata. The
benchmark website www.epra.com contains further
details about the index and performance.
Business Model
The Company’s business model follows that of an
externally managed investment trust company.
The Company has no employees. Its wholly non-
executive Board of Directors retains responsibility
for corporate strategy; corporate governance;
risk management and internal control; the overall
investment and dividend policies; setting limits
on gearing and asset allocation and monitoring
investment performance.
The Board has appointed Columbia Threadneedle
Investment Business Limited as the Company’s
Alternative Investment Fund Manager (‘AIFM’) with
portfolio management delegated to Thames River
Capital LLP. Marcus Phayre-Mudge acts as Fund
Manager to the Company on behalf of Thames River
Capital LLP and Alban Lhonneur is Deputy Fund
Manager. George Gay is the Direct Property Manager
and Joanne Elliott the Finance Manager. They are
supported by a team of equity and portfolio analysts.
Further information in relation to the Board and the
arrangements under the Investment Management
Agreement can be found in the Report of the Directors
on pages 49 and 50.
In accordance with the Alternative Investment
Fund Managers Directive (‘AIFMD’), BNP Paribas
has been appointed as Depositary to the Company.
BNP Paribas also provides custodial and
administrative services to the Company.
Company Secretarial services are provided
by Columbia Threadneedle Investment Business
Limited.
A summary of the terms of the Investment
Management Agreement are set out on pages 56
and 57.
32 TR Property Investment Trust plc
Annual Report & Accounts 2025 33
The investment selection process seeks to identify
well managed companies of all sizes. The Manager
generally regards future growth and capital
appreciation potential more highly than immediate
yield or discount to asset value.
Although the investment objective allows for
investment on an international basis, the Company’s
benchmark is a pan-European Index and the
majority of the investments will be located in that
geographical area. Direct property investments are
located in the UK only.
As a dedicated investor in the property sector
the Company cannot offer diversification outside
that sector, however, within the portfolio there
are limitations, as set out below, on the size of
individual investments held to ensure that there is
diversification within the portfolio.
Asset allocation guidelines
The maximum holding in the stock of any one issuer
or of a single asset is limited to 15% of the portfolio
at the point of acquisition. In addition, any holdings in
excess of 5% of the portfolio must not in aggregate
exceed 40% of the portfolio.
The Manager currently applies the following
guidelines for asset allocation:
The asset allocation guideline for Direct Property
is 5-15%. This reflects the Board's view that the
exposure should be greater than 5% of the total
portfolio to be meaningful and that the optimal level
is approximately 10%. Following the sale of the
Colonnades in 2024, the allocation to direct property
was below the guideline level at 31 March 2024.
Assets have been acquired since that date. When
the relative values between the direct and indirect
markets favour it, further additions to the property
portfolio are expected to be made.
Gearing
The Company may employ levels of gearing from
time to time with the aim of enhancing returns,
subject to an overall maximum of 25% of the portfolio
value.
In certain market conditions the Manager may
consider it prudent not to employ gearing at all, and
to hold part of the portfolio in cash.
The current asset allocation guideline is 10% net
cash to 25% net gearing (as a percentage of portfolio
value).
Property valuation
Investment properties are valued every six months by
an external independent valuer. Valuations of all the
Group’s properties as at 31 March 2025 have been
carried out on a ‘RICS Red Book’ basis and these
valuations have been adopted in the accounts.
Allocation of costs between
revenue & capital
The Group has charged 75% of annual base
management fees and finance costs to capital, in line
with the Board’s expected long-term split of returns in
the form of capital gains and income. All performance
fees are charged to capital. The Board reviews its
policy on the allocation of expenses between revenue
and capital each year. The latest review showed
that, in recent years, an increasing proportion of the
Company’s returns have been generated from the
capital account. Therefore, with effect from 1 April
2025, 80% of the Company’s management fees and
finance costs will be allocated to the capital account
and 20% to the revenue account.
Holdings in investment companies
It is the Board’s current intention to hold no more
than 15% of the portfolio in listed closed-ended
investment companies.
Some companies investing in commercial or
residential property are structured as listed externally
managed closed-ended investment companies
and therefore form part of our investment universe.
Although this is not a model usually favoured by our
Fund Manager, some investments are made in these
structures in order to access a particular sector of the
market or where the management team is regarded
as especially strong. If those companies grow and
become a larger part of our investment universe and/
or new companies come to the market in this format
the Fund Manager may wish to increase exposure
to those vehicles. If the Manager wishes to increase
investment to over 15%, the Company will make an
announcement accordingly.
Strategy and investment policies
UK listed equities 25 – 60%
Continental European
listed equities 45 – 75%
Direct Property – UK 5 – 15%
Other listed equities 0 – 5%
Listed bonds 0 – 5%
Unquoted investments 0 – 5%
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
34 TR Property Investment Trust plc
Key Performance Indicators
The Board assesses the performance of the Manager in meeting the Company’s
objective against the following Key Performance Indicators ('KPIs'):
KPI
The Directors regard the out-performance of the
Company’s net asset value total return relative to
the benchmark as being an overall measure of value
delivered to the shareholders’ over the longer term.
KPI
The principal objective of the Company is a total
return objective, however, the Fund Manager also
aims to deliver a reliable dividend with growth over
the longer term.
KPI
Whilst expectation of investment performance is a key
driver of the share price discount or premium to the Net
Asset Value of an investment trust company over the longer
term, there are periods when the discount can widen. The
Board is aware of the vulnerability of a sector- specialist
to a change of investor sentiment towards that sector, or
to periods of wider market uncertainty and the impact that
can have on the discount.
Board monitoring
The Board reviews the performance in detail at each meeting
and discusses the results and outlook with the Manager.
Board monitoring
The Board reviews statements on income received to
date and income forecasts at each meeting.
Recent high inflation levels led to the annual growth rate
of the Company's dividend falling behind RPI on both a
one and a five year basis. However, a growing dividend has
been delivered in the current and previous 14 years. Over
the longer term, the dividend growth rate has comfortably
exceeded RPI on an annualised basis (10years: 7.5% vs
4.4% and 20 years: 9.0% vs 3.7%).
Board monitoring
The Board takes powers at each AGM to issue and
repurchase shares. When considering the merits of share
issuance or buy backs the Board looks at a number of
factors, in addition to the short and longer-term premium
or discount to NAV, to assess whether action would be
beneficial to shareholders overall. Particular attention is
paid to the current market sentiment, the potential impact
of any share issuance or repurchases on the liquidity of
the shares and on the Company's Ongoing Charges Ratio
over the longer term. Taking these factors into account, the
Board did not buy back any shares in the financial year.
Net Asset Value Total Return relative to the benchmark
Delivering a reliable dividend which is growing over the longer term
The discount or premium to Net Asset Value at which the Company’s shares trade
1 year 5 years
NAV Total Return* -2.5% +11.5%
Benchmark Total Return -3.8% -4.8%
* The NAV Total Return is calculated by assuming dividends paid by the
Company are reinvested in the assets of the Company on the relevant ex-
dividend date. The benchmark total return assumes dividends are re-invested
on the relevant ex-dividend dates.
1 year 5 years
Compound Annual Dividend Growth* +1.3% +2.6%
Compound Annual RPI +3.2% +6.2%
* The final dividend in the time series divided by the initial dividend in the period
raised to the power of 1 divided by the number of years in the series.
1 year 5 years
Average discount* 7.5% 6.9%
Total number of shares repurchased nil nil
* Average daily discount throughout the period of share price to NAV with
income. Source: Bloomberg.
Outcome
Outcome
Outcome
The NAV Total Return has exceeded the benchmark over
both a one and five year period.
Varying sentiment towards the sector due to changing
interest rate expectations, a feature of the prior year,
continued through the year under review. The Company’s
share price discount to NAV widened over the financial year,
from 7.5% at the start of the year to end the year at 10.1%.
The widening of the discount over the period detracted
from the share price total return. Over the year the discount
ranged from 2.9% to 10.8% and the average discount of
7.5% was wider than the long-term average.
Annual Report & Accounts 2025 35
KPI
The Board is conscious of expenses and aims to
deliver a balance between excellent service and costs.
The AIC definition of Ongoing Charges includes any
direct property costs in addition to the management
fees and all other expenses incurred in running a
publicly listed company. As no other investment trust
companies hold part of their portfolio in direct property
(they either hold 100% of their portfolio as property
securities or as direct property), in addition to Ongoing
Charges as defined by the AIC, this statistic is shown
without direct property costs in order to allow a clearer
comparison of overall administration costs with those
of other funds investing in securities.
KPI
The Company must continue to meet the requirements
of Section 1158 of the Corporation Tax Act 2010 ('Section
1158').
Board monitoring
The Board monitors the Company’s Ongoing
Charges, in comparison to a range of other
investment trust companies of similar size, both
property sector specialists and other sector
specialists. The broker provides a list of companies
it believes is a reasonable comparison. Note there is
no other Investment Trust specialising in property
related equities.
Expenses are budgeted for each financial year and
the Board reviews reports on actual and forecast
expenses during the year.
Board monitoring
The Board reviews financial information and forecasts at
each meeting which set out the requirements outlined in
Section 1158.
Level of Ongoing Charges
Investment Trust Status
The Company’s Ongoing Charges are competitive when
compared to the peer group.
Outcome
The KPIs are considered to be Alternative Performance Measures as defined on pages 104 and 105.
Outcome
The Directors believe that the conditions and ongoing
requirements have been met in respect of the year to
31March 2025 and that the Company will continue to
meet the requirements.
1 year 5 years
Ongoing charges excluding
performance fees 0.78% 0.72%
Ongoing charges excluding
performance fees and direct
property costs 0.76% 0.68%
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
36 TR Property Investment Trust plc
Principal and emerging risks
In delivering long-term returns to shareholders, the Board must also identify and monitor the
risks that have been taken in order to achieve those returns. It has included below details of
the principal and emerging risks facing the Company and the appropriate measures taken in
order to mitigate those risks as far as practicable.
In 2023 interest rates rose sharply in response to inflationary pressures created by the
impact of increased energy and commodity prices. Inflation has been slow to reduce and
therefore central banks have been slow in reducing interest rates. This provides an ongoing
challenge for the property sector which is particularly sensitive to interest rates.
Risk identified Board monitoring and mitigation
Share price performs poorly in comparison
to the underlying NAV
The shares of the Company are listed on the London Stock
Exchange and the share price is determined by supply and
demand. The shares may trade at a discount or premium
to the Company’s underlying NAV and this discount or
premium may fluctuate over time.
The Board monitors the level of discount or premium at
which the shares are trading over the short and longer
term.
The Board encourages engagement with the shareholders.
The Board receives reports at each meeting on the activity
of the Company’s brokers, PR agent and meetings and
events attended by the Fund Manager.
The Company’s shares are available through the Columbia
Threadneedle savings schemes and the Company
participates in the active marketing of those schemes.
The shares are also widely available on investor platforms
and can be bought via a broker and held directly on the
Company’s main register.
The Board takes the powers to issue and to buy back
shares at each AGM.
Investment performance risk
The Company’s portfolio is actively managed. Sub-optimal
implementation of the investment strategy, for example
through poor stock selection, inappropriate asset allocation,
currency exposure or use of gearing may result in the
Company underperforming its benchmark. It may also
impact its dividend paying capacity.
In addition to investment securities, the Company also
invests in commercial property and accordingly, the portfolio
does not track the return of the benchmark.
The Manager’s objective is to outperform the benchmark.
The Board regularly reviews the Company’s long-term
strategy and investment guidelines.
The Board has appointed a Manager with the capability and
resources to manage the Company’s assets through asset
allocation, stock selection, risk management and the use of
gearing.
The performance of the Company relative to its benchmark
is a KPI that is monitored by the Board on an ongoing basis.
Detailed reports that include information on stock selection,
asset allocation and gearing decisions as well as revenue
forecasts, are provided by the Manager and reviewed by the
Board at each of its meetings.
The Management Engagement Committee reviews the
Manager’s performance annually. The Board has the power
to change the Manager if deemed appropriate.
Annual Report & Accounts 2025 37
Risk identified Board monitoring and mitigation
Market and geopolitical risk
Both share prices and exchange rates may move rapidly
and can adversely impact the value of the Company’s
portfolio. Although the portfolio is diversified across a
number of geographical regions, the investment mandate
is focused on a single sector and therefore the portfolio
will be sensitive towards the property sector, as well as
global equity markets more generally.
Property companies are subject to many factors which
can adversely affect their investment performance. They
include the general economic and financial environment
in which their tenants operate, interest rates, availability
of investment and development finance and regulations
issued by governments and authorities.
Rising interest rates have an impact on both capital values
and distributions of property companies. Higher interest
rates depress capital values as investors demand a margin
over an increased risk-free rate of return.
Conflict in Ukraine and the Middle East, the ongoing
market volatility as a result of the actions of the recently
elected US administration and general political uncertainty
more widely could impact economic growth, commodity
prices, inflation and interest rate stability.
An element of working from home became part of working
life following the Covid-19 pandemic. This was most
pronounced in cities with longer commuting times but
there has been, for the majority of workers, a return to
the office for a substantial part of the working week, with
employers increasingly seeking to reduce working from
home hours, therefore the impact on occupation rates is
reducing.
Any strengthening or weakening of sterling will have a
direct impact as a proportion of our balance sheet is held
in non-sterling denominated currencies. The currency
exposure is maintained in line with the benchmark and
will change over time. As at 31 March 2025, 68.9% of the
Company’s exposure was to currencies other than sterling.
The Manager has appropriate staff and controls in place
to enable ongoing monitoring of, and efficient response to,
financial/market crises.
The Board receives and considers a regular report from the
Manager detailing asset allocation, investment decisions,
currency exposures, gearing levels and rationale in relation
to the prevailing market conditions.
The report considers the impact of a range of current
issues and sets out the Manager’s response in positioning
the portfolio and the ongoing implications for the property
market, valuations overall and by each sector.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
38 TR Property Investment Trust plc
Principal and emerging risks
continued
Risk identified Board monitoring and mitigation
The Company is unable to maintain dividend growth
Lower earnings in the underlying portfolio putting pressure
on the Company’s ability to grow the dividend could result
from a number of factors:
• Following interest rate increases through the year to
31 March 2023 some companies announced a reduction
or suspension of dividends, in particular in Germany
and Scandinavia. Although most companies have now
recommenced dividend payments, the timing and level
for some remains uncertain;
• prolonged vacancies in the direct property portfolio and
lease or rental renegotiations;
• strengthening of sterling reducing the value of overseas
dividend receipts in sterling terms. The Company saw
a material increase in the level of earnings in the years
leading up to the Covid-19 pandemic. A significant factor
in this was the weakening of sterling following Brexit.
Although this has now passed, the value of sterling may
continue to fluctuate in the near or medium term due to a
number of geopolitical and economic uncertainties. This
could lead to currency volatility. Strengthening of sterling
would lead to a fall in earnings;
• adverse changes in the tax treatment of dividends or other
income received by the Company;
• changes in the timing of dividend receipts from investee
companies;
• legacy impact of Covid-19 on working practices and
resulting changes in workspace demand; and
• negative outlook leading to a reduction in gearing levels in
order to protect capital has an adverse effect on earnings.
The Board receives and considers regular income
forecasts.
Income forecast sensitivity to changes in foreign exchange
rates is also monitored.
The Company has substantial revenue reserves which are
drawn upon when required.
The Board continues to monitor the impact of interest rates,
and a wide range of economic and geopolitical factors and
the long-term implications for income generation.
Accounting and operational risks
Disruption or failure of systems and processes
underpinning the services provided by third parties and the
risk that those suppliers provide a sub- standard service.
Third-party service providers produce periodic reports
to the Board on their control environments and business
continuation provisions on a regular basis.
The Management Engagement Committee considers the
performance of each of the service providers on a regular
basis and considers their ongoing appointment and terms
and conditions.
The Custodian and Depositary are responsible for the
safeguarding of assets. In the event of a loss of assets
the Depositary must return assets of an identical type or
corresponding value unless it is able to demonstrate that
the loss was the result of an event beyond its reasonable
control.
Annual Report & Accounts 2025 39
Risk identified Board monitoring and mitigation
Loss of Investment Trust status
The Company has been accepted by HM Revenue &
Customs as an investment trust company, subject to
continuing to meet the relevant eligibility conditions.
Assuch the Company is exempt from capital gains tax on
the profits realised from the sale of investments.
Any breach of the relevant eligibility conditions could lead
to the Company losing investment trust status and being
subject to corporation tax on capital gains realised within
the Company’s portfolio.
The Investment Manager monitors the investment portfolio,
income and proposed dividend levels to ensure that the
provisions of CTA 2010 are not breached. The results are
reported to the Board at each meeting.
Income forecasts are reviewed by the Company’s tax
advisor through the year who also reports to the Board on
the year-end tax position and on CTA 2010 compliance.
Legal, regulatory and reporting risks
Failure to comply with the London Stock Exchange
Listing Rules and Disclosure Guidance and Transparency
Rules; failure to meet the requirements of the Alternative
Investment Fund Managers Regulations, the provisions
of the Companies Act 2006 and other UK, European and
overseas legislation affecting UK companies.
Failure to meet the required accounting standards or
make appropriate disclosures in the Half Year and Annual
Reports.
The Board receives regular regulatory updates from
the Manager, Company Secretary, legal advisers and
the Auditor. The Board considers those reports and
recommendations and takes action accordingly.
The Board receives an annual report and update from the
Depositary.
Internal checklists and review procedures are in place at
service providers.
Inappropriate use of gearing
Gearing, either through the use of bank debt or derivatives,
may be utilised from time to time. Whilst the use of
gearing is intended to enhance the NAV total return, it will
have the opposite effect when the return of the Company’s
investment portfolio is negative or where the cost of debt
is higher than the return from the portfolio.
The Board receives regular reports from the Manager on
the levels of gearing in the portfolio. These are considered
against the gearing limits set out in the Board’s Investment
Guidelines and also in the context of current market
conditions and sentiment. The cost of debt is monitored
and a balance sought between term, cost and flexibility.
Other Financial risks
The Company’s investment activities expose it to a variety
of financial risks which include counterparty credit risk,
liquidity risk and the valuation of financial instruments.
Details of these risks together with the policies for
managing them are found in the Notes to the Financial
Statements.
Personnel changes at Investment Manager
Loss of portfolio manager or other key staff. The Chairman conducts regular meetings with the Fund
Management team.
The fee basis protects the core infrastructure and depth
and quality of resources. The fee structure incentivises
outperformance and is fundamental in the ability to retain
key staff.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
40 TR Property Investment Trust plc
Long-term viability
In accordance with the UK Corporate Governance Code
and the AIC Code of Corporate Governance which require
the Board to assess the prospects of the Company over
a longer period than the 12 months required by the Going
Concern provision, the Directors have assessed the
prospects of the Group and Company over the coming
three years. This period is used by the Board during the
strategic planning process as it considers this period of
time to be appropriate for a business of the Company’s
nature and size.
This assessment takes account of the Group and
Company’s current position and the policies and
processes for managing the principal and emerging risks
set out on pages 36 to 39 and the Group and Company’s
ability to continue in operation and to meet its liabilities
as they fall due over the period of assessment.
In making this statement the Board carried out a robust
assessment of the principal and emerging risks facing
the Company, including those that might threaten its
business model, future performance, solvency and
liquidity.
In reaching their conclusions the Directors have reviewed
three year forecasts for the Group and Company
with sensitivity analysis to a number of assumptions:
investee company dividend growth, interest rates, foreign
exchange rates, tax rates and asset value growth.
In assessing of the viability of the Group and Company
the Directors have noted that:
• The Company has a long-term investment strategy
under which it invests mainly in readily realisable,
publicly listed securities and which restricts the level of
borrowings.
• Of the current equity portfolio, 66% could be liquidated
within five trading days and 82% within 10trading days.
• On a Group and Company basis, current liabilities
exceed current assets at the Balance Sheet Date. This
is due to the €50 million loan notes falling due for
repayment within one year. Discussions are underway
regarding refinancing these loan notes however the
liquidity of the current equity portfolio could enable
investments to be realised within one trading day to
make a repayment.
• The Company invests in real estate related companies
which hold real estate assets and invests in
commercial real estate directly. These investments
provide cash receipts in the form of dividends, property
income distributions and rental income.
• The Company is able to take advantage of its closed-
end investment trust company structure to hold a
proportion of its portfolio in less liquid, direct property
and the less liquid securities of smaller companies
with a view to long-term outperformance.
• At the Balance Sheet date the Company had
£23million undrawn on its revolving loan facilities.
• The structure has also enabled the Company to secure
long-term financing. The €50 million loan notes issued
in 2016 are due to mature at par in 2026 and the £15
million loan notes issued on the same date are due to
mature at par in 2031.
• The result of this is that of our own debt, 39% has fixed
interest rates (assuming all loans are fully drawn).
The flexible structure allows debt levels to be rapidly
increased and reduced as needed.
• The impact of increasing interest rates through 2023
led to a number of companies suspending or reducing
their dividends. The majority of companies have now
returned to paying dividends, although some at lower
levels than previously. Our revenue earnings in the year
under review were higher than the prior year but did not
cover the full year dividend. However, the Company's
revenue reserve has been utilised to support the
increased dividend and its capital reserve can also be
utilised if necessary.
• The direct property portfolio is focused on the
industrial sector where the supply and demand
dynamics remain positive from an occupational
standpoint.
• The expenses of the Company are largely predictable
and modest in comparison with the assets. Regular
and robust monitoring of revenue and expenditure
forecasts are undertaken throughout the year. Analysis
has shown that the Company could suffer a reduction
in earnings of 63.5% and still be able to meet its
liabilities from revenue cashflow as they fell due.
Expenses could be met entirely from capital if required
due to the liquid nature of the portfolio.
Annual Report & Accounts 2025 41
• Index linked income will benefit from the higher interest
rates.
• Global interest rate increases have adversely affected
the property sector and the resulting increase in the
cost of debt has had an impact on earnings.
• Some companies' fixed debt for the medium term so,
for these companies, the impact of current rates will
not be felt for a while.
• The Company has no employees and consequently
does not have redundancy or other employment
related liabilities or responsibilities.
• The Company retains title to its assets held by the
Custodian which are subject to further safeguards
imposed on the Depositary.
• The impact of a range of factors have been
considered in terms of the potential effect on sterling.
Approximately 69% of the portfolio is exposed to
currencies other than sterling.
The following assumptions have been made in
assessing the longer-term viability:
• Real Estate will continue to be an investible sector of
international stock markets and investors will continue
to wish to have exposure to that sector.
• Closed-end investment trust companies will continue
to be in demand by investors and regulation or tax
legislation will not change to an extent to make
the structure unattractive in comparison to other
investment products.
• The performance of the Company will continue to be
satisfactory. Should the Board deem that performance
is less than satisfactory, it has the appropriate powers
to replace the Investment Manager.
The Company’s business model, capital structure and
strategy have enabled it to operate over many decades
and the Board expects this to continue into the future.
The Directors confirm therefore that they have a
reasonable expectation that the Group and Company
will continue in operation and meet its liabilities in full
over the coming three years to 31March 2028.
By order of the Board
Kate Bolsover
Chairman
10 June 2025
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
42 TR Property Investment Trust plc
Governance
Annual Report & Accounts 2025 43
Directors
Kate Bolsover
Chairman
Experience:
Kate previously worked for Cazenove
Group and J.P. Morgan Cazenove
between 1995 and 2005 where she
was Managing Director of the mutual
fund business and latterly Director
of Corporate Communications. Prior
to that, she worked extensively in
the investment fund industry and
was Managing Director of Baring’s
mutual funds group. Kate was
previously a Non-Executive Director
and Chairman of a number of other
investment trust companies and
Chairman and Trustee of Tomorrow’s
People.
Skills and contribution to the Board:
From her executive experience, Kate
contributes significant and relevant
skills of the investment industry.
Her role on various boards also
gives her the relevant experience
in shareholder and investor
engagement.
Other appointments:
Kate is currently a Non-Executive
Director of Baillie Gifford & Co Ltd
and Chairman of Bellevue Healthcare
Trust.
Appointed:
October 2019
Tim Gillbanks
Senior Independent Director
Experience:
Tim is a Chartered Accountant, with
30years’ experience in the financial
services and investment industry.
He spent 13 years at Columbia
Threadneedle Investments, initially
as Chief Financial Officer, then Chief
Operating Officer and finally as interim
Chief Executive Officer.
Skills and contribution to the Board:
Tim brings a wide experience,
particularly in financial services and
investment management.
Other appointments:
Tim is currently a Non-Executive
Director of Brown Shipley & Co
Limited, Janus Henderson (UK)
Investors Limited and Janus
Henderson Group Holdings Limited.
Appointed:
January 2018
Busola Sodeinde
Chairman of the Audit Committee
Experience:
Busola is a Chartered Management
Accountant who has spent most
of her executive career in Financial
Services. Until 2019 she was a
Managing Director/Chief Financial
Officer at State Street Global Markets
EMEA, prior to which she was
Finance Director to the Corporate
Finance team of Deutsche Bank
Capital Markets. Busola is the
founder of a digital publishing firm
focused on literacy and is also a
supporter of women-led ventures.
Skills and contribution to the Board:
Busola has considerable experience
in the financial services sector and
from her non-executive career has
gained expertise in audit and risk.
She also has experience in digital
(social) media and consumer
engagement.
Other appointments:
Busola is a Non-Executive Director of
Railpen and a Trustee of the Church
Commissioners for England,
where she sits on the Audit & Risk
Committee.
Appointed:
January 2023
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
44 TR Property Investment Trust plc
Sarah-Jane Curtis
Non-Executive Director
Andrew Vaughan
Non-Executive Director
Experience:
Sarah-Jane is a Member of the Royal
Institution of Chartered Surveyors.
She was previously Business
Director at Bicester Village for Value
Retail. Prior to that, Sarah-Jane
was a director of Covent Garden for
Capital and Counties PLC. She has
also worked for Grosvenor for 24
years, including as London Estate
Director (retail/residential) and Fund
Manager forLiverpoolONE.
Skills and contribution to the Board:
Sarah-Jane has gained extensive
experience during her varied
career, particularly in the retail and
experience sectors and in fund and
investment management activities.
Other appointments:
Sarah-Jane is currently Property
Director of Bicester Motion.
Experience:
Andrew joined Redevco UK in 2000
as Managing Director and was
appointed Chief Executive Officer in
2011. He began his career at Friends
Provident where he was a Fund
Manager. Andrew spent three years
at Moorfield Group as an Investment
Specialist before joining Redevco. He
has a BSc in Urban Estate Surveying.
Skills and contribution to the Board:
Andrew brings deep experience
as a pan-European direct property
investor.
Other appointments:
Andrew retired as Chief Executive
Officer of Redevco B.V. in 2023.
Appointed:
January 2020
Appointed:
August 2022
Directors
continued
Annual Report & Accounts 2025 45
Managers
Marcus Phayre-Mudge
Fund Manager
Marcus Phayre-Mudge joined the management team
for the Company at Henderson Global Investors in
January 1997, initially managing the Company’s direct
property portfolio and latterly focusing on real estate
equities, managing a number of UK and pan-European
real estate equity funds in addition to activities in the
Company. Marcus moved to Thames River Capital in
October 2004. He is also fund manager of Thames
River Property Growth & Income Fund Limited. He was
appointed Fund Manager of the Company in 2011.
Prior to joining Henderson, Marcus was an investment
surveyor at Knight Frank. He qualified as a Chartered
Surveyor in 1992 and has a BSc (Hons) in Land
Management from Reading University.
George Gay
Direct Property Fund Manager
George Gay has been the Direct Property Fund Manager
since 2008. He joined Thames River Capital in 2005 as
assistant direct property manager and qualified as a
Chartered Surveyor in 2006. George was previously at
niche City investment agent, Morgan Pepper where as
an investment graduate he gained considerable industry
experience. He has an MA in Property Valuation and Law
from City University.
Jo Elliott
Finance Manager
Jo Elliott has been Finance Manager since 1995, first at
Henderson Global Investors then, since January 2005,
at Thames River Capital, when she joined as CFO for the
property team. She joined Henderson Global Investors
in 1995, where she most recently held the position of
Director of Property, Finance & Operations, Europe.
Previously she was Corporate Finance Manager with
London and Edinburgh Trust plc and prior to that was
an investment/treasury analyst with Heron Corporation
plc. Jo has a BSc (Hons) in Zoology from the University
of Nottingham and qualified as a Chartered Accountant
with Ernst & Young in 1988.
Alban Lhonneur
Deputy Fund Manager
Alban Lhonneur, Deputy Fund Manager, joined Thames
River Capital in August 2008. He was previously at
Citigroup Global Markets as an Equity Research analyst
focusing on Continental European Real Estate. Prior to
that he was at Societe Generale Securities, where he
focused on transport equity research. He has a BSc
in Business and Management from the ESC Toulouse
including one year at Brunel University, London.
He also attended CERAM Nice High Business School.
In 2005 he obtained a post-graduate Specialised Master
in Finance in 2005 from ESCP-EAP.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
46 TR Property Investment Trust plc
Report of the Directors
The Directors present the audited financial statements
of the Group and the Company and their Strategic Report
and Report of Directors for the year ended 31 March
2025. The Group comprises TR Property Investment Trust
plc and its wholly owned subsidiaries. As permitted by
legislation, some matters normally included in the Report
of the Directors have been included in the Strategic Report
because the Board considers them to be of strategic
importance. Therefore, the review of the business of the
Company, recent events and outlook can be found on
pages 4 to 41. The Corporate Governance report on page
49 forms part of the Directors' Report.
Status
The Company is an investment company, as defined in
Section 833 of the Companies Act 2006 and operates as
an investment trust in accordance with Section 1158 of
the Corporation Tax Act 2010.
The Company has a single share class, Ordinary shares,
with a nominal value of 25p each which are listed on the
London Stock Exchange.
The Company has received confirmation from HM
Revenue & Customs that it has been accepted as an
approved investment trust for accounting periods
commencing on or after 1 April 2012 subject to the
Company continuing to meet the eligibility conditions of
Section 1158 Corporation Tax Act 2010 and the ongoing
requirements for approved companies in Chapter 3 of
Part 2 Investment Trust (Approved Company) (Tax)
Regulations 2011 (Statutory Instrument 2011/2999).
The Directors are of the opinion that the Company has
conducted, and will continue to conduct, its affairs so as
to maintain investment trust status. The Company has
also conducted its affairs, and will continue to conduct
its affairs, in such a way as to comply with the Individual
Savings Accounts Regulations. The Company's ordinary
shares can be held in Individual Savings Accounts
('ISAs').
Results and dividends
At 31 March 2025 the net assets of the Company
amounted to £1,038 million (2024: £1,116 million),
equivalent on a per share basis to 327.16p (2024:
351.50p).
Revenue earnings per share for the year amounted to
12.98p (2024: 12.04p) and the Directors recommend the
payment of a final dividend of 10.25p (2024: 10.05p) per
share bringing the total dividend for the year to 15.90p
(2024: 15.70p). In arriving at their dividend proposal, the
Board also reviewed the income forecast for the year to
March2026.
Performance details are set out in the Financial Highlights
on page 2 and the outcome of what the Directors consider
to be the Key Performance Indicators on pages 34 and 35.
The Chairman’s Statement and the Manager’s Report give full
details and analysis of the results for the year.
Share capital and buy-back activity
At 31 March 2025 the Company had 317,350,980 (2024:
317,350,980) ordinary shares in issue.
At the AGM in 2024 the Directors were given power to buy
back up to 47,570,911 ordinary shares. Since that AGM the
Directors have not bought back any ordinary shares under
that authority, which will expire at the 2025 AGM. The Board
will seek to renew the authority to make market purchases
of the Company’s ordinary shares at this year’s AGM.
Since 1 April 2025 to the date of this report, the Company
has made no market purchases of its ordinary shares
for cancellation or to be held in treasury. The Board
has not set a specific discount at which shares will be
repurchased.
Management arrangements and fees
Details of the management arrangements and fees are
set out in the Report of the Management Engagement
Committee beginning on page 56. Total fees paid to the
Manager in any one year (Management and Performance
Fees) may not exceed 4.99% of Group Equity Shareholders’
Funds. Total fees payable for the year to 31 March
2025 amount to 0.67% (2024: 1.4%) of Group Equity
Shareholders’ Funds. A performance fee of £644,000
was earned in the year ended 31 March 2025 (2024:
£10,082,000).
Basis of accounting and IFRS
The Group and Company financial statements for the
year ended 31 March 2025 have been prepared on a
going concern basis in accordance with UK-adopted
International Accounting Standards and in conformity with
the requirement of the Companies Act 2006. The financial
statements have also been prepared in accordance with
the Statement of Recommended Practice 'Financial
Statements of Investment Trust Companies and Venture
Capital Trusts' ('SORP') published by the Association of
Investment Companies to the extent that it is consistent
with UK adopted International Accounting Standards.
The accounting policies are set out in note 1 to the
Financial Statements on pages 78 to 102.
Annual Report & Accounts 2025 47
Financial instruments
The Company’s financial instruments comprise its
investment portfolio, cash balances, borrowings and
receivables and payables that arise directly from its
operations such as sales and purchases awaiting
settlement, profit or loss balances on derivative
instruments and accrued income and expenses. The
financial risk management objectives and policies
arising from its financial instruments and exposure of the
Company to risk are disclosed in note 11 to the financial
statements.
Risk management and internal control
The Board has overall responsibility for the Group’s system
of risk management and internal control and for reviewing
its effectiveness. The Portfolio Manager is responsible
for the day to day investment management decisions on
behalf of the Group. Accounting and Company Secretarial
services are both provided by the Manager, Columbia
Threadneedle Investment Business Limited.
The system of risk management and internal control aims
to ensure that the assets of the Group are safeguarded,
proper accounting records are maintained, and the
financial information used within the business and for
publication is reliable. Control of the risks identified,
covering financial, operational, compliance and risk
management, is embedded in the controls of the Group by
a series of regular investment performance and attribution
statements, financial and risk analyses, AIFM and Portfolio
Manager reports and quarterly control reports.
Key risks have been identified and controls put in
place to mitigate them, including those not directly the
responsibility of the AIFM or Portfolio Manager. The key
risks are explained in more detail in the Strategic Report
on pages 36 to 39.
The effectiveness of each third-party provider’s internal
controls is assessed on an ongoing basis by the
Compliance and Risk departments of the AIFM and
Portfolio Manager, the Administrator and the Company
Secretary. Each maintains its own system of risk
management and internal control and the Board and
Audit Committee receive regular reports from them. The
Company's system of risk management and internal
control is designed to provide reasonable, but not
absolute, assurance against material misstatement or
loss and to manage, rather than eliminate, risk of failure
to achieve objectives. As the Company has no employees
and its operational functions are undertaken by third
parties, the Audit Committee relies on internal control
reports received from its principal service providers to
satisfy itself as to the controls in place.
The Board has established a process for identifying,
evaluating and managing the major risks faced by the
Group. It undertakes an annual review of the Group’s
system of risk management and internal control in line
with relevant guidance. Business risks have also been
analysed by the Board and recorded in a risk map that
is reviewed regularly. Each quarter the Board receives a
formal report from each of the AIFM, Portfolio Manager
and the Administrator detailing any identified internal
control failures or errors.
The Board considers the flow of information and the
interaction between the third-party service providers
and the controls in place to ensure accuracy and
completeness of the recording of assets and income.
The Board receives a report from the Portfolio Manager
setting out the key controls in operation.
The Board has direct access to the Company Secretarial
advice and services provided by Columbia Threadneedle
Investment Business Limited which, through its
nominated representative, is responsible for ensuring
that the Board and Committee procedures are followed
and that applicable regulations are complied with.
These controls have been in place throughout the year
under review and up to the date of signing the accounts.
Key risks relating to financial reporting identified by the
Auditor are considered by the Audit Committee to ensure
robust internal controls and monitoring procedures are in
place in respect of these risks on an ongoing basis.
Annual General Meeting (the ‘AGM’)
The Company’s AGM will be held at the Royal Automobile
Club, 89/91 Pall Mall, London SW1Y 5HS on Wednesday
23 July 2025 at 2.30pm. The Notice of AGM is set out on
pages 108 to 112 and explanatory notes follow on pages
113 and 114.
Material interests
There were no contracts subsisting during or at the end
of the year in which a Director of the Company is or was
materially interested and which is or was significant in
relation to the Company’s business. No Director has a
contract of service with the Company. Details regarding the
Directors' appointment letters can be found on page 55.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
48 TR Property Investment Trust plc
Listing Rule 9.8.4R
The Company confirms that there are no items which
require disclosure under Listing Rule 9.8.4R in respect of
the year ended 31 March 2025.
Voting interests
Rights and Obligations Attaching to Shares
Subject to applicable statutes and other shareholders’ rights,
shares may be issued with such rights and restrictions as
the Company may by ordinary resolution decide, or (if there
is no such resolution or so far as it does not make specific
provision) as the Board may decide. Subject to the Articles
of Association (the 'Articles'), the Companies Act 2006
and other shareholders’ rights, unissued shares are at the
disposal of the Board.
Voting
At a general meeting of the Company, when voting
is undertaken by way of a poll, each share affords its
ownerone vote.
Restrictions on Voting
No member shall be entitled to vote if he has been served
with a restriction notice (as defined in the Articles) after
failure to provide the Company with information concerning
interests in those shares required to be provided under the
Companies Act 2006.
Deadlines for Voting Rights
Votes are exercisable at a general meeting of the Company
in respect of which the business being voted upon
is being heard. Votes may be exercised in person, by
proxy, or in relation to corporate members, by corporate
representatives.
The Articles provide a deadline for submission of proxy
forms of not less than 48 hours (or such shorter time as the
Board may determine) before the meeting (not excluding
non-working days).
Transfer of Shares
Any shares in the Company may be held in uncertificated
form and, subject to the Articles, title to uncertificated shares
may be transferred by means of a relevant system. Subject
to the Articles, any member may transfer all or any of his
certificated shares by an instrument of transfer in any usual
form or in any other form which the Board may approve.
Significant Voting Rights
As at 31 March 2025, the following shareholders had
notified that they held over 3% of the voting rights in the
Company on a non- discretionary basis:
Shareholder % of voting rights*
Brewin Dolphin Ltd 9.8%
Interactive Investor Share Dealing Services 8.4%
Hargreaves Lansdown Asset Management Ltd
5.5%
Rathbone Investment Management Ltd 4.9%
Integrafin Holdings plc
3.8%
Quilter Cheviot Investment Management Ltd 3.7%
Investec Wealth & Investment Ltd 3.6%
Charles Stanley Group plc 3.2%
Evelyn Partners 3.0%
* See above for further information on the voting rights of Ordinary shares.
Since 31 March 2025 the Company has not received any
further notifications.
Articles of Association
The Company may only adopt new Articles of
Association by a special resolution passed by
shareholders at a general meeting. New articles were last
adopted at the 2021 AGM and are available to view on
the Company’s website.
Report of the Directors
continued
Annual Report & Accounts 2025 49
Corporate Governance report
The Board of Directors is accountable to shareholders for
the governance of the Company’s affairs. This statement
describes how the principles of the 2018 UK Corporate
Governance Code (the 'Code') issued by the Financial
Reporting Council (the ‘FRC’) have been applied to the
affairs of the Company. The Code can be viewed at
www.frc.org.uk.
Application of the AIC Code’s Principles
In applying the principles of the Code, the Directors
have also taken account of the 2019 Code of Corporate
Governance published by the AIC (the ‘AIC Code’), of which
the Company is a member. The AIC Code establishes the
framework of best practice specifically for the Boards of
investment trust companies. Furthermore, the AIC Code
has full endorsement of the FRC, which means that AIC
members who report against the AIC Code meet their
obligations under the Code and the related disclosure
requirements contained in the Listing Rules. The AIC Code
can be viewed at www.theaic.co.uk.
The Directors believe that during the year under review the
Company has complied with the main principles and relevant
provisions of the Code, insofar as they apply to the Company’s
business, and with the provisions of the AIC Code.
Compliance Statement
The Directors note that the Company did not comply with
the following provisions of the Code in the year ended
31 March 2025:
Provision 9. Due to the nature and structure of the
Company the Board of non-executive directors does not
feel it is appropriate to appoint a chief executive officer.
Provision 24. The Board believes that all Directors, including
the Chairman, should sit on all of the Board’s Committees.
Provision 26. As the Company has no employees and
its operational functions are undertaken by third parties,
the Audit Committee does not consider it appropriate for
the Company to establish its own internal audit function.
The Company’s service providers provide assurance of
their effective system of risk management and internal
control.
Provision 32. The Board does not have a separate
Remuneration Committee. The functions of a
Remuneration Committee are carried out by the
Nomination & Remuneration Committee.
Composition and Independence of the Board
The Board currently consists of five Directors, all of whom
are non-executive. The Board’s independence, including
that of the Chairman, has been considered and all of the
Directors are deemed to be independent in character and
have no relationships or circumstances which are likely to
affect their judgement.
The Board subscribes to the view expressed in the AIC Code
that long-serving Directors should not be prevented from
forming part of an independent majority. It does not consider
that the length of a Director’s tenure, in isolation, reduces
their ability to act independently. The Board’s policy on tenure
is that continuity and experience add significantly to the
strength of the Board, although it believes in the merits of an
ongoing and progressive refreshment of its composition.
Diversity
The Board recognises the benefit of diversity and as at
the date of this report it comprises two men and three
women, including one from a mixed/multiple ethnic group.
Diversity is taken into account as part of the recruitment,
appointment and succession planning process. The
Board is committed to appointing the most appropriate
candidate, regardless of gender or other forms of diversity
and therefore no targets have been set against which to
report.
In accordance with Listing Rule 6.6.6R (9) the Board
has provided the following information in relation to its
diversity:
Board Gender as at 31 March 2025
(1)
Number
of Board
members
Percentage
of the
Board
Number
of senior
positions
on the
Board
(2)
Men 2 40% 1
Women 3 60%
(3)
2
(4)
(1)
The Company does not disclose the number of Directors in executive
management as this is not applicable for an investment trust company.
(2)
The three senior positions are: Chairman of the Board, Senior Independent
Director and Chairman of the Audit Committee. Note: the position of the
Chairman of the Audit Committee is not currently defined as a senior position
under the Listing Rules, however the Board believes that, for an investment
trust company, it should be regarded as such as it is broadly equivalent to the
Chief Financial Officer of a trading company.
(3)
This exceeds the Listing Rules target of 40%.
(4)
This exceeds the Listing Rules target of 1.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
50 TR Property Investment Trust plc
Board Ethnic Background as at 31 March 2025
(1)
Number
of Board
members
Percentage
of the
Board
Number
of senior
positions
on the
Board
(2)
White British
or other White
(including minority-
white groups) 4 80% 2
Mixed/Multiple
Ethnic Groups 1 20% 1
(1)
The Company does not disclose the number of Directors in executive
management as this is not applicable for an investment trust company.
(2)
The three senior positions are: Chairman of the Board, Senior Independent
Director and Chairman of the Audit Committee.
The information included in the above tables has been
obtained through questionnaires completed by the
individual Directors.
Powers of the Directors
Subject to the Company’s Articles of Association, the
Companies Act 2006 and any directions given by special
resolution, the business of the Company is managed
by the Board who may exercise all the powers of the
Company, whether relating to the management of the
business of the Company or not. In particular, the Board
may exercise all the powers of the Company to borrow
money and to mortgage or charge any of its undertakings,
property, assets and uncalled capital and to issue
debentures and other securities and to give security for
any debt, liability or obligation of the Company to any third
party. There are no contracts or arrangements with third
parties which affect, alter or terminate upon a change of
control of the Company.
Directors
There have been no changes to the Board of Directors
during the year under review. The Directors’ biographies
are set out on pages 43 and 44. All Directors will stand
for re-election by shareholders at the forthcoming
AGMin accordance with the Code.
Board committees
The Board has established an Audit Committee,
a Nomination & Remuneration Committee and a
Management Engagement Committee. All the Directors
of the Company are non-executive and serve on each
Committee of the Board, as it is the Board’s policy to
include all Directors on all Committees. This encourages
unity, clear communication and avoids duplication of
discussion between the Board and its Committees.
The roles and responsibilities of each Committee are
set out in the individual Committee reports which follow.
Each Committee has written terms of reference which
clearly define its responsibilities and duties. These can
be found on the Company’s website, are available on
request and will also be available for inspection at the
AGM.
Board meetings
The number of meetings of the Board and Committees held during the year under review, and the attendance of
individual Directors, are shown below:
Board Audit MEC
Nomination &
Remuneration
Attended Eligible Attended Eligible Attended Eligible Attended Eligible
Kate Bolsover 6 6 2 2 1 1 1 1
Sarah-Jane Curtis 6 6 2 2 1 1 1 1
Tim Gillbanks 6 6 2 2 1 1 1 1
Busola Sodeinde 6 6 2 2 1 1 1 1
Andrew Vaughan 6 6 2 2 1 1 1 1
In addition to formal Board and Committee meetings, the Directors attended a separate meeting devoted to the
Company's strategy and also attend ad hoc meetings which are convened as and when necessary.
Corporate Governance report
continued
Annual Report & Accounts 2025 51
The Board
The Board is responsible for the effective stewardship
of the Company’s affairs. Certain strategic issues
are monitored by the Board at meetings against a
framework which has been agreed with the Manager.
Additional meetings may be arranged as required. The
Board has a formal schedule of matters specifically
reserved for its decision, which are categorised under
various headings, including strategy, management,
structure, capital, financial reporting, internal controls,
gearing, asset allocation, share price discount, contracts,
investment policy, finance, risk, investment restrictions,
performance, corporate governance and Board
membership and appointments.
In order to enable them to discharge their responsibilities,
all Directors have full and timely access to relevant
information. At each meeting, the Board reviews the
Company’s investment performance and considers
financial analyses and other reports of an operational
nature. The Board monitors compliance with the
Company’s objectives and is responsible for setting
asset allocation and investment and gearing limits within
which the Portfolio Manager has discretion to act and
thus supervises the management of the investment
portfolio, which is contractually delegated to the Portfolio
Manager.
The Board has responsibility for the approval of
investments in unquoted investments and any
investments in funds managed or advised by the
Portfolio Manager. It has also adopted a procedure
for Directors, in the furtherance of their duties, to take
independent professional advice at the expense of the
Company.
Conflicts of interest
In line with the Companies Act 2006, the Board has the
power to authorise any potential conflicts of interest
that may arise and impose such limits or conditions
as it thinks fit. A register of potential conflicts is
maintained and is reviewed at every Board meeting
to ensure all details are kept up-to-date. Appropriate
authorisation will be sought prior to the appointment of
any new Director or if any new conflicts arise.
Relations with shareholders
Shareholder relations are given high priority by the
Board, the AIFM and the Portfolio Manager. The prime
medium by which the Company communicates with
shareholders is through the Half Year and Annual
Reports which aim to provide shareholders with a clear
understanding of the Company’s activities and their
results. This information is supplemented by the daily
calculation of the Net Asset Value of the Company’s
ordinary shares which is published on the London
Stock Exchange.
This information is also available on the Company’s
website, www.trproperty.com, together with a
monthly factsheet and Manager commentary.
The Annual Report and Accounts and Notice of the
AGM are issued to shareholders so as to provide at least
twenty working days’ notice of the AGM, in accordance
with corporate governance best practice. Shareholders
wishing to lodge questions in advance of the AGM, or to
contact the Board at any other time, are invited to do so
by writing to the Company Secretary at the registered
address given on page 116.
General presentations are given to both shareholders
and analysts following the publication of the
annual results. All meetings between the Manager
and shareholders are reported to the Board. The
Chairman is available to meet with shareholders
and has had a number of such meetings since her
appointment in July 2023.
Section 172 Companies Act 2006
Section 172 of the Companies Act 2006 requires
directors to act in good faith and in a way that is the
most likely to promote the success of the Company.
In accordance with the requirements of the
Companies (Miscellaneous Reporting) Regulations
2018, below, the Company explains how the
Directors have discharged their duty under section
172 during the year. Fulfilling this duty naturally
supports the Company in achieving its Investment
Objective and helps to ensure that all decisions are
made in a responsible and sustainable way.
On appointment, Directors’ are provided with a
detailed induction outlining their duties, legally
and regulatory, as a Director of a UK public limited
company and continue to receive regular relevant
technical updates and training. The Directors also
have access to the advice and services of the
Company Secretary and, when deemed necessary,
they have the opportunity to seek independent
professional advice in the furtherance of their duties
as a Director, at the Company’s expense.
Decision making
The Board considers the impact that any material
decision will have on all relevant stakeholders to
ensure that it is making a decision that promotes the
long-term success of the Company, whether this be,
for example, in relation to dividends, new investment
opportunities or the Company’s future strategy. In
addition, the Board, together with the Manager, holds a
meeting focused on strategy on an annual basis to look
ahead in the market and anticipate potential scenarios
and how this may impact the Company’s stakeholders.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
52 TR Property Investment Trust plc
Stakeholder Group and why
they are important
Board engagement
Shareholders
Shareholder support is
essential to the existence
of the Company and
delivery of the long-term
strategy of the business.
The Company has over 3,000 shareholders, including institutional and retail investors.
TheBoard is committed to maintaining open channels of communication and to engage with
shareholders in a manner they find most meaningful in order to gain an understanding of
their views. These include the channels below:
• Annual General Meeting – the Company welcomes and encourages attendance and
participation from shareholders at its AGM. The Manager gives a presentation at the
AGMon the Company’s performance and the future outlook. Shareholders have the
opportunity to meet the Directors and Manager and to address questions to them directly.
The Company values any feedback and questions it receives from shareholders ahead of
and during the AGM and takes action or makes changes if and when appropriate.
• Publications – the annual and half year reports are made available on the Company's
website and sent to shareholders. These publications provide information on the Company
and its portfolio of investments and a better understanding of the Company’s financial
position. This is supplemented by daily publication of the NAV on the London Stock
Exchange and monthly factsheets on the Company’s website. The Company is open to
feedback from shareholders to improve its publications.
• Shareholder meetings – the Manager meets with shareholders regularly and their feedback
is shared with the Board.
• Working with the Brokers – the Manager and Brokers work together to maintain dialogue
with shareholders and prospective investors. The Board is provided with regular updates at
meetings and outside of meetings if required.
• Marketing and PR – this includes the use of social media – specifically LinkedIn – to
engage with shareholders by providing timely updates on investment activity and Company
news; sharing factsheets and financial reports; and highlighting key market developments.
Through LinkedIn, the Company aims to ensure transparent and engaging communication
with shareholders, while raising the profile of the TR Property brand.
• Shareholder concerns – in the event that shareholders wish to raise issues or concerns
with the Board, they are welcome to do so at any time by writing to the Chairman at the
registered office. The Senior Independent Director is also available to shareholders if they
have concerns that contact through the normal channel of the Chairman has failed to
resolve or for which such contact is inappropriate.
The Manager
Holding the Company’s
shares offers investors a
liquid investment vehicle
through which they can
obtain exposure to the
Company’s diversified
portfolio. The Investment
Manager’s performance is
critical for the Company
to deliver successfully its
investment strategy and
meet its objective.
Maintaining a close and constructive working relationship with the Manager is crucial, as the
Board and the Manager both aim to continue to achieve consistent, long-term returns in line
with the Company’s investment objective. Important components in the collaboration with
the Manager, representative of the Company’s culture include those listed below.
• Encouraging open, honest and collaborative discussions at all levels, allowing time and
space for original and innovative thinking.
• Ensuring that the impact on the Manager is considered fully and understood before any
business decision is made.
• Ensuring that any potential conflicts of interest are avoided or managed effectively.
The Board holds detailed discussions with the Manager on all key strategic and operational
topics on an ongoing basis. In addition, the Chairman regularly meets with the Manager to
ensure ongoing dialogue is maintained.
Stakeholders
The Board recognises the needs and importance of
the Company’s stakeholders and ensures that they are
considered during all its discussions and as part of its
decision making. Since the Company is an investment
trust company that is externally managed, the Company
does not have any employees (the Directors have a
Letter of Appointment and are not employees of the
Company), nor does it have a direct impact on the
community or environment in the conventional sense.
The Board recognises its key stakeholders and explains
below why these stakeholders are considered important
to the Company and the actions taken to ensure that
their interests are taken into account.
Corporate Governance report
continued
Annual Report & Accounts 2025 53
Stakeholder Group and why
they are important
Board engagement
External Service Providers, particularly the Company Secretary, the Administrator, the Registrar, the Depository and the
Broker
A range of advisers
enables the Company
to function and ensure
that it meets its relevant
obligations as an
investment trust company
and a constituent of the
FTSE 250.
The Board maintains regular contact with its key external providers and receives regular
reporting from them through Board and committee meetings, as well as outside of the
regular meeting cycle. Their advice, as well as their needs and views, are routinely taken into
account. The Management Engagement Committee formally assesses their performance,
fees and continuing appointment at least annually to ensure that the key service providers
continue to function at the required level and are appropriately remunerated to deliver
the expected level of service. The Audit Committee reviews and evaluates the control
environment in place at each service provider as appropriate.
Lenders
Availability of funding and
liquidity are crucial to the
Company’s ability to take
advantage of investment
opportunities as they arise.
The Board needs to demonstrate to lenders that it is a well-managed business, capable of
delivering long-term returns consistently.
Regulators
The Company can only
operate with the approval
of its regulators who have
a legitimate interest in how
the Company operates in
the market and treats its
shareholders.
The Board regularly considers how it and the Company meet the various regulatory and
statutory obligations and follows voluntary and best-practice guidance, including how any
governance decisions it makes can have an impact on its stakeholders, both in the shorter
and in the longer term.
Investee Companies
Portfolio companies are
ultimately shareholders’
assets and the Board
recognises the importance
of good stewardship and
communication with investee
companies in meeting the
Company’s investment
objective and strategy.
The Manager communicates regularly with portfolio companies and is an engaged
shareholder (on behalf of the Company). The Board monitors the Manager’s stewardship
arrangements and receives regular feedback on meetings with the management of portfolio
companies and voting at their general meetings.
The Board is always mindful of the requirement to act in
the best interests of shareholders as a whole and to have
regard to the other requirements of section 172 which form
part of Board’s decision-making process. The following key
decisions taken by the Board during the year ended 31 March
2025 are examples of this:
Gearing
During the financial year, the Company continued to
utilise its existing revolving loan facilities and undertook
a review of the available options as renewals fell due
throughout the year. A facility with ING was not renewed
on maturity in July 2024. Instead a new agreement for
a further revolving credit facility (one year £30 million
multicurrency) with Royal Bank of Scotland International
(RBSI) was entered in to in October 2024. This is in
addition to an existing £60 million facility with RBSI but
on a different maturity cycle. These facilities provide
flexibility and complement the longer-term private
placement fixed term debt that is in place. In addition, the
use of CFDs introduces gearing.
Dividends
Subject to shareholder approval of the proposed final
dividend, the Company will pay a total dividend of 15.90p
for the financial year, representing an increase of 1.3% on
the previous year. Although earnings increased in the year
under review, this year’s dividend is not fully covered by
earnings. Therefore the Company's revenue reserve has been
utilised once again to support the dividend payment. Initial
forecasts for the financial year to 31March 2026 indicate
that revenue may not be sufficient to cover fully the dividend
in the forthcoming financial year and the revenue reserve
may be utilised further. The Board recognises the importance
of dividends to shareholders and, subject to careful review
of the Company’s revenue forecasts and reserves together
with the investment outlook, it remains prepared to continue
to use the revenue reserve to support the dividends paid to
shareholders over periods of income shortfall or volatility for
identified reasons.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
54 TR Property Investment Trust plc
Portfolio management
During the year the Board continued to focus on the
performance of the Manager in achieving the Company’s
investment objective within an appropriate risk
framework. The Board continued to consider the impact
on the Company (including portfolio activity, risks and
opportunities, gearing, revenue forecasts and the operations
of other third party providers) of a number of events through
the financial year to ensure that the portfolio had sufficient
resilience together with the Company’s operational structure
to meet the unprecedented circumstances.
Culture and business conduct
The Board believes that having a good corporate
culture, particularly in its engagement with the Manager,
shareholders and other key stakeholders, aids delivery of
its long-term strategy. In line with this purpose, the Board
promotes a culture of openness, debate and integrity through
ongoing engagement with the Manager and with its other
service providers. The Directors agree that establishing and
maintaining a healthy corporate culture within the Board and
in its interaction with the Manager, shareholders and other
stakeholders will support the delivery of its purpose, values
and strategy. The Board strives to ensure that its culture is in
line with the Company’s purpose, values and strategy.
The Company has a number of policies and procedures in
place to assist with maintaining a culture of good governance
including those relating to diversity, Directors’ conflicts of
interest and Directors’ dealings in the Company’s shares. The
Board assesses and monitors compliance with these policies
as well as the general culture of the Board regularly through
Board meetings and in particular during the annual evaluation
process (for more information see the Board evaluation
section on page 55).
The Board seeks to appoint the best possible service
providers and evaluates their service on a regular basis as
described on page 56. The Board considers the culture of the
Manager and other service providers, including their policies,
practices and behaviour, through regular reporting from
those stakeholders and in particular during the annual review
of the performance and continuing appointment of all service
providers.
Employee, social impact and wider community
The Board recognises the requirement under the Companies
Act 2006 to detail information about human rights,
employees and community issues, including information
about any policies it has in relation to those matters and
the effectiveness of those policies. These requirements,
practically, are not applicable to the Company as it has no
employees, all the Directors are non-executive and it has
outsourced all operational functions to third-party service
providers. Therefore, the Company has not reported further in
respect of these provisions.
Directors’ indemnity
Directors’ and Officers’ liability insurance cover is in place in
respect of the Directors.
The Company’s Articles of Association allow it, to the extent
permitted by the Companies Act 2006, to indemnify the
Directors against any liability. The Company has entered
into deeds of indemnity for the benefit of each Director of
the Company in respect of liabilities which may attach to
them in their capacity as Directors of the Company. These
provisions, which are qualifying third party indemnity
provisions as defined by section 234 of the Companies Act
2006, were introduced in January 2007 and currently remain
in force.
Directors’ statement as to disclosure of
information to the Auditor
The Directors who were members of the Board at the time
of approving the Directors’ Report are listed on pages 43
and 44. Having made enquiries of fellow Directors and of the
Company’s Auditor, each of the Directors confirms that:
• so far as they are aware, there is no information of which
the Company’s Auditor is unaware; and
• each Director has taken all the steps that they ought to
have taken as a Director to make themselves aware of
any relevant audit information and to establish that the
Company’s Auditor is aware of that information.
This information is given and should be interpreted in
accordance with the provisions of Section 418 of the
Companies Act 2006.
By order of the Board,
Columbia Threadneedle Investment
Business Limited,
Company Secretary
10 June 2025
Corporate Governance report
continued
Annual Report & Accounts 2025 55
Report of the Nomination & Remuneration Committee
Key responsibilities
• Review the Board and its Committees and make
recommendations to the Board in relation to structure,
size and composition, the balance of knowledge,
experience and skill ranges;
• Consider succession planning and tenure policy and
oversee the development of a diverse pipeline;
• Consider the re-election of Directors;
• Review the outcome of the Board evaluation process; and
• Review the level of Directors' fees and make
recommendations to the Board as appropriate. The
Directors' Remuneration Report can be found on
page 61.
The Nomination & Remuneration Committee meets
at least annually, and more frequently as and when
required. It last met in March 2025.
Activity during the year
The Committee discussed succession planning of
the Board, its tenure and diversity policies. It reviews
annually the size and structure of the Board and will
continue to review succession planning and further
recruitment, taking into account the recommendations of
Board evaluations.
Board evaluation
Following the engagement of Stephenson & Co to
facilitate an independent, external evaluation of the
effectiveness of the Board, its committees and the
performance of each Director for the financial year
ended 31 March 2023, the annual evaluation for the
year ended 31 March 2025 was carried out internally.
This took the form of questionnaires followed by
discussions to identify the effectiveness of the Board’s
activities, including its Committees. The Chairman also
reviewed with each Director their individual performance,
contribution and commitment. The appraisal of the
Chairman followed the same format and was led by
TimGillbanks, the Senior Independent Director.
The evaluation was considered by the Committee to be
constructive in terms of analysing Board composition and
providing recommendations on Board succession planning.
There were no significant actions arising from the
evaluation process and it was agreed that the current
composition of the Board and its Committees reflected a
suitable mix of skills and experience, and that the Board
as a whole, the individual Directors and its Committees
were functioning effectively.
In light of the performance evaluation, the Board confirms
that the performance of each Director continues to
be effective and that each Director demonstrates
commitment to their role. Therefore all Directors will
offer themselves for re-election at the forthcoming AGM.
Further information on each Director’s skills, experience
and their contribution to the Board are outlined in the
biographies on pages 43 and 44.
In accordance with the provisions of the Code, it is the
intention of the Board to engage an external facilitator to
assist with the performance evaluation every three years
and the next external evaluation will be carried out during
the year ending 31 March 2026.
Board’s policy on tenure
Provision 24 of the AIC Code of Corporate Governance
allows a different approach to tenure in relation to investment
companies, reflecting how they differ to operating
companies in not having a chief executive. The Board took
into consideration the approach when it adopted its ‘Policy
Governing Board Members’ Tenure and Reappointment’.
This policy outlines the Board’s approach to tenure and
reappointment of non-executive directors. It states its belief
that the value brought through continuity and experience of
Directors with longer periods of service is not only desirable,
but essential in an investment company. The Board does
not believe that it is appropriate to set a specific tenure limit
for individual Directors or the Chairman of the Board or its
committees however, Directors will not normally stand for
re-election at the AGM after they have served on the Board
for nine years.
Directors’ training
On appointment, new Directors are offered training to
suit their needs. Directors are also provided with key
information on the Company’s activities on a regular
basis, including regulatory and statutory requirements
and internal controls. Changes affecting Directors’
responsibilities are advised to the Board as they arise.
Directors ensure that they are updated on regulatory,
statutory and industry matters.
Letters of appointment
No Director has a contract of employment with
the Company. Directors’ terms and conditions for
appointment are set out in letters of appointment which
are available for inspection at the registered office of the
Company and at the AGM.
Kate Bolsover
Chairman of the Nomination & Remuneration Committee
10 June 2025
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
56 TR Property Investment Trust plc
Report of the Management Engagement Committee
(the 'MEC')
Key responsibilities
• Monitor and review the performance of the AIFM and
Portfolio Manager;
• Review the terms of the Investment Management
Agreement; and
• Annually review the contracts and performance of
each external third-party service provider.
In addition to investment management, the Board
has delegated to external third parties the depositary
and custodial services functions (which include the
safeguarding of assets), the day to day accounting,
company secretarial, administration and share
registration services. Each of these contracts was
entered into after full and proper consideration of the
quality of the services offered, including the control
systems in operation insofar as they relate to the
affairs of the Company.
The MEC meets at least annually, towards the end of
the financial year and last met in March 2025.
Activity during the year
At the meeting held in March 2025, the MEC
reviewed the performance of the AIFM and Portfolio
Manager and considered both the appropriateness
of the Manager’s appointment and the contractual
arrangements (including the structure and level of
remuneration) with the Manager.
In addition to the reviews by the MEC, the Board
reviewed and considered performance reports
from the Portfolio Manager at each Board meeting.
The Board also received regular reports from the
Administrator and Company Secretary.
The Board believes that the Manager’s track record
and performance remains outstanding. As a result,
the MEC confirmed that the AIFM and Portfolio
Manager should be retained for the financial year
ending 31 March 2026, being in the best interests of
all shareholders. Asummary of the significant terms
of the Investment Management Agreement and the
third-party service providers who support the Company
are set out below.
During the year, the MEC also reviewed the performance
of all the Company's third party service providers,
including BNP Paribas, Computershare, Columbia
Threadneedle Investments acting as Company
Secretary, both firms of corporate brokers (Panmure
Gordon and Stifel) and PwC (as tax advisors). The
Portfolio Manager provides regular updates on the
performance of all third-party providers during the year
and attended this part of the MEC Meeting. The MEC
confirmed that it was satisfied with the level of services
delivered by each third party provider.
Management arrangements and fees
Columbia Threadneedle Investment Business Limited
acts as the Company’s Alternative Investment
Fund Manager in accordance with the Alternative
Investment Fund Managers Directive, with portfolio
management delegated to the Investment Manager,
Thames River Capital LLP. The significant terms of the
Investment Management Agreement with the Manager
are as follows:
Notice period
The Investment Management Agreement (‘IMA’)
provides for termination of the agreement by either
party without compensation on the provision of not
less than 12 months’ written notice.
Management fees
The fee for the period under review was a fixed fee of
£4,180,000 plus an ad valorem fee of 0.20% pa based
on the net asset value (determined in accordance with
the AIC method of valuation) on the last day of March,
June, September and December, payable quarterly in
advance. The fee arrangements have been reviewed by
the Board for the year to 31 March 2026 and the fixed
element of the fee will increase to £4,320,000, whilst
the ad valorem rate will remain unchanged.
The Board continues to consider that the fee structure
aligns the interests of the shareholder and the
Manager as well as being highly competitive.
The fee arrangements will continue to be reviewed on
an annual basis.
Performance fees
In addition to the management fees, the Board has
agreed to pay the Manager performance related fees in
respect of an accounting period if certain performance
objectives are achieved.
Annual Report & Accounts 2025 57
A performance fee is payable if the total return of
adjusted net assets (after deduction of all Base
Management Fees and other expenses), as defined
in the IMA, at 31 March each year outperforms the
total return of the Company’s benchmark plus 1%
(the ‘hurdle rate’); this outperformance (expressed
as a percentage) is known as the ‘percentage
outperformance’. Any fee payable will be the
amount equivalent to the adjusted net assets at
31 March each year multiplied by the percentage
outperformance, then multiplied by 15%. The
maximum performance fee payable for a period is
capped at 1.5% of the adjusted net assets. However,
if the adjusted net assets at the end of any period
are less than at the beginning of the period, the
maximum performance fee payable will be limited to
1% of the adjusted net assets.
‘Adjusted Net Assets’ means the Net Asset Value
after (i) excluding any increases or decreases in Net
Asset Value attributable to the issue or repurchase of
any Ordinary Shares; (ii) adding back the aggregate
amount of any dividends paid or distributions made
in respect of any Ordinary Shares; and (iii) excluding
the amount of any Performance Fee accrued for
theperiod.
If the total return of shareholders’ funds for any
performance period is less than the benchmark
for the relevant performance period, such
underperformance (expressed as a percentage) will
be carried forward to future performance periods.
If any fee exceeds the cap, such excess performance
(expressed as a percentage) will be carried
forward and applied to offset any percentage
underperformance in future performance periods.
In the event that the benchmark is exceeded but
the hurdle is not, that outperformance of the
benchmark can be used to offset past or future
underperformance. These amounts can be used for
offset purposes only and therefore cannot have the
effect of creating a fee in a year where a fee would
not otherwise be payable or increasing the fee in
that year. The carry forward of outperformance at
31March 2025 is 0.4% (2024:0.4%).
Depositary arrangements and fees
BNP Paribas acts as the Company's Depositary,
in accordance with the AIFMD. The Depositary’s
responsibilities include: cash monitoring; segregation
and safe keeping of the Company’s financial
instruments; and monitoring the Company’s
compliance with investment and leverage
requirements. The Depositary receives for its services
a fee of 2.0 basis points per annum on the first
£150million of the Company’s assets, 1.4 basis points
per annum on assets above £150 million and below
£500 million and 0.75 basis points on assets above
£500 million.
Review of third party service
providers fees
Custody and Administration Services are provided by
BNP Paribas and Company Secretarial Services by
Columbia Threadneedle Investment Business Limited.
The fees for these services are charged directly to the
Company and are disclosed within other administrative
expenses disclosed in notes to the accounts.
Kate Bolsover
Chairman of the Management
Engagement Committee
10 June 2025
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
58 TR Property Investment Trust plc
Report of the Audit Committee
Key responsibilities
• Review accounting policies and significant financial
reporting judgements;
• Consider and recommend to the Board for approval the
contents of the draft Half year and Annual Reports;
• Review the findings of the audit with the external
auditor;
• Monitor, together with the Manager, the Company’s
compliance with financial reporting, maintenance of
Investment Trust status and regulatory requirements;
• Review the adequacy and effectiveness of the
Company’s system of risk management and internal
control;
• Review internal controls reports from key third party
service providers; and
• Consider the impact of providing non-audit services on
the external Auditor’s independence and objectivity.
Representatives of the Manager’s Internal Audit and
Compliance departments may attend Committee
meetings at the Committee Chairman’s request.
Representatives of the Company’s Auditor attend the
Committee meetings at which the draft Half Year and
Annual Report and Accounts are reviewed and are given
the opportunity to speak to the Committee members
without the presence of the representatives of the
Manager.
The Board recognises the requirement for at least one
Committee member to have recent and relevant financial
experience and for the Audit Committee as a whole to
have competence relevant to the sector. The Committee
Chairman, Ms Sodeinde and Mr Gillbanks are qualified
accountants with extensive and recent experience in the
Financial Services Industry. The other members of the
Committee have a combination of property, financial,
investment and business experience through senior
positions held throughout their careers.
Activity during the year
During the year the Committee met twice with all
members at each meeting and considered the following:
• Consideration of the Risk Map: any changes to
the likelihood or impact of risks and consequential
changes required to Board Monitoring and mitigation
procedures. Consideration of any new or emerging
risks and inclusion in the Risk Map if appropriate.
This has included consideration of the impact of
inflationary and interest rate increases, and political
unrest and military activity in various parts of the world
across a range of risk categories,
• The Group’s Internal Controls and consideration of the
Reports thereon;
• The ISAE/AAF reports or their equivalent from
Columbia Threadneedle and BNP Paribas;
• Whether the Company should have its own internal
audit function;
• The external Auditor’s planning memorandum setting
out the scope of the annual audit and proposed key
areas of focus;
• The reports from the Auditor concerning its audit
of the Financial Statements of the Company and
Consideration of Significant issues in relation to the
Financial Statements;
• The appropriateness of, and any changes to, the
accounting policies of the Company, including the
reasonableness of any judgements required by such
policies;
• The Long-Term Viability statement and consideration
of the preparation of the Financial Statements on
a Going Concern basis, taking account of forward
looking income forecasts, the liquidity of the
investment portfolio and debt profile;
• The financial and other disclosures in the Financial
Statements;
• The information presented in the Half Year and Annual
Reports to assess whether, taken as a whole, they are
fair, balanced and understandable and the information
presented will enable shareholders to assess the
Company’s position, performance, business model
and strategy;
• The performance of the external auditor, to approve
their audit fees and consider the assessment of
independence;
• The review and subsequent proposal to the Board of
the interim and final dividends; and
• The reviewal of the Committee’s terms of reference,
ensuring they remain appropriate and compliant with
the UK Corporate Governance Code.
Annual Report & Accounts 2025 59
Going concern
In assessing whether it continues to be appropriate to
prepare the Accounts on a Going Concern basis, the
Committee has made a detailed assessment of the
ability of the Company and Group to meet its liabilities
as they fall due, including stress and liquidity tests which
considered the effects of substantial falls in investment
valuations, substantial reductions in revenue received
and reductions in market liquidity.
In light of the testing carried out, the overall levels of
the investment liquidity held by the Company and the
significant net asset position, the Parent Company and
Group, the Directors confirm that they are satisfied that
the Company and the Group have adequate financial
resources to continue in operation for at least the
next 12months following the signing of the financial
statements and therefore it is appropriate to continue to
adopt the Going Concern basis of accounting.
The long-term viability of the Company and the Group
was also assessed as set out on pages 40 and 41.
Risk management and internal control
The Board has overall responsibility for the Group’s
system of Risk Management and Internal Control and
for reviewing their effectiveness. Key risks relating
to financial reporting identified by the Auditor are
considered by the Audit Committee to ensure that robust
internal controls and monitoring procedures in respect
of these are in place on an ongoing basis. Further details
can be found on page 47.
The Audit Committee received and considered reports
on Internal Controls from the key service providers. No
areas of concern were highlighted.
The Company’s risk map was considered to identify
any emerging risks and whether any adjustments were
required to existing risks, and the controls and mitigation
measures in place in respect of those risks.
Based on the processes and controls in place within
Columbia Threadneedle Investments and other
significant service providers, the Board has concurred
that there is no current need for the Company to have its
own internal audit function.
The Chairman of the Audit Committee met with Columbia
Threadneedle's head of Internal Audit in April 2025 to
obtain an update on their internal audit programme. No
points of concern were raised.
Significant issues in relation to the financial
statements
The Committee has considered this report and financial
statements and the Long-Term Viability statement
on pages 40 and 41. The Committee considered the
Auditor’s assessment of risk of material misstatement
and reviewed the internal controls in place in respect
of the key areas identified and the process by which
the Board monitors each of the procedures to give the
Committee comfort on those risks on an ongoing basis.
Those risks are also highlighted in the Committee’s Risk
Map.
• Carrying amount of listed investments (Group and
Parent Company) – the Group’s investments are
priced for the daily NAV by BNP Paribas.
The quoted assets are priced by the Administrator’s
Global Pricing Platform which uses independent external
pricing sources. The control process surrounding this is
set out in the BNP Paribas AAF 01/06 Internal Controls
Report and testing by the reporting accountant for the
period reported to 30 September 2024 which did not
reveal any significant exceptions. The quarterly control
report to the Board from BNP Paribas covering the period
up to 31 March 2025 disclosed no significant issues to
report. In addition, on each business day, the Manager
estimates the NAV using an alternative pricing source as
an independent check.
The Auditor agreed 100% of the listed investments of the
portfolio to externally quoted prices and independently
received third-party confirmations from investment
custodians and found the carrying value of listed
investments to be acceptable.
• Valuation of Direct Property Investments (Group and
Parent Company) – the physical property portfolio is
valued every six months by professional independent
valuers.
Knight Frank LLP value the portfolio on the basis of
Fair Value in accordance with the RICS Valuation –
Professional Standards VPS4 (1.5) Fair Value and VPGA
1 Valuations for Inclusion in Financial Statements,
which apply the definition of Fair Value adopted by the
International Financial Reporting Standards. IFRS 13
defines Fair Value as:
‘The amount for which an asset could be exchanged, a
liability settled, or an equity instrument granted could be
exchanged, between knowledgeable, willing parties in an
arm’s length transaction.’
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
60 TR Property Investment Trust plc
In undertaking their valuation of each property, Knight
Frank make their assessment on the basis of a collation
and analysis of appropriate comparable investments,
rental and sale transactions, together with evidence
of demand within the vicinity of each property. This
information is then applied to the properties, taking
into account size, location, terms, covenant and other
material factors.
The Board has reviewed reports from the Manager and
the external valuer and determined the valuation to be
reasonable.
The Auditor has set out their detailed testing and
procedures in respect of the direct property valuation and
concluded that they found the Company’s valuation of
investment properties to be acceptable.
There has been nothing brought to the Committee’s
attention in respect of the financial statements for the
year ended 31 March 2025 that was material
or significant or that the Committee felt should be
brought to shareholders’ attention.
Auditor assessment and independence
The Company’s external auditor, KPMG LLP ('KPMG')
was appointed as the Company’s auditor at the 2016
AGM. The Committee undertook a review during 2021
to ensure that shareholders were receiving the best
services and value for money. A number of firms were
invited to express interest and respond on a small
number of key points. The decision was made for the
audit to remain with KPMG. Their first Audit Partner
rotated off the Company's account in 2021. Following his
third year as the Company’s Audit Partner, in 2024 Phillip
Merchant moved to a new role within KPMG and he has
been succeeded by Craig Steven-Jennings.
The Committee expects to repeat a tender process no
later than 2026 in respect of the audit for the following 31
March year end, in line with the current audit regulations.
At the half year meeting of the Committee, KPMG
presented their audit plan for the year end and the
Committee considered the audit process and fee
proposal. The Committee also reviewed KPMG’s
independence policies and procedures, including quality
assurance procedures. It was considered that those
policies are fit for purpose and the Directors are satisfied
that KPMG is independent.
Total fees payable to the Auditor in respect of the audit
for the year to 31 March 2025 were £121,500 (2024:
£114,000), which were approved by the Audit Committee.
The Committee has approved and implemented a policy
on the engagement of the Auditor to supply non-audit
services, taking into account the recommendations of
the Accounting Practices Board with a view to ensuring
that the external Auditor does not provide non-audit
services that have the potential to impair or appear to
impair the independence of their audit role. In addition,
the Committee reviewed the actions put in place by the
Auditor to ensure there was a clear separation between
audit and advisory services. The Committee does not
believe there to be any impediment to the Auditor’s
objectivity and independence.
Full details of the Auditor’s fees are provided in note 6 to
the accounts on page 83. The fees for non-audit services
for the year to 31 March 2025 were nil (2024: nil).
Following each audit, the Committee reviews the audit
process and considers its effectiveness and the quality
of the services provided to the Company. Within this
process, the Committee takes into consideration their
own assessment, the self-evaluation of the auditor
and the Audit Quality Review Report produced by the
FRC in order to monitor the progress of the Auditor’s
performance comparable with its peers and the targets
set by the FRC. The review following the completion
of the 2025 audit concluded that the Committee
was satisfied with the Auditor’s effectiveness and
performance. The Committee felt that KPMG had run
an effective and efficient audit process with appropriate
challenge. A resolution to re-appoint KPMG LLP as the
Company’s Auditor will be put to shareholders at the
forthcomingAGM.
Busola Sodeinde
Chairman of the Audit Committee
10 June 2025
Report of the Audit Committee
continued
Annual Report & Accounts 2025 61
Directors’ Remuneration Report
Introduction
The Board has prepared this report and the Directors’
Remuneration Policy, in accordance with the
requirements of Schedule 8 of the Large and Medium
Sized Companies and Groups (Accounts and Reports)
Regulations 2013. An ordinary resolution for the
approval of this report will be put to the members at the
forthcoming Annual General Meeting.
The law requires the Company’s Auditor, KPMG LLP,
to audit certain of the disclosures provided. Where
disclosures have been audited, they are indicated
as such. The Auditor’s opinion is included in the
‘Independent Auditor’s Report’.
Annual statement from the chairman
ofthecommittee
The Nomination & Remuneration Committee met in
March 2025 and considered the results and feedback
from the Board evaluation. It was agreed that the
Directors’ fees would be increased, with effect from
1April 2025, to the following levels: Chairman £78,300;
Audit Committee Chairman £46,900; Senior Independent
Director £46,900; and other Directors £40,200.
Directors’ remuneration policy
The Company’s policy is that the fees payable to the
Directors should reflect the time spent by the Board on the
Company’s affairs and the responsibilities borne by the
Directors and should be sufficient to enable candidates of
high calibre to be recruited. The policy is for the Chairman
of the Board, the chairman of the Audit Committee and
the Senior Independent Director to be paid higher fees
than the other Directors in recognition of their more
onerous roles. This policy was approved by the members
at the 2023 AGM, and the Directors’ intention is that
this will continue for the year ending 31 March 2026. In
accordance with the regulations, an ordinary resolution to
approve the Directors’ remuneration policy will next be put
to shareholders at the AGM on to be held in 2026.
The Directors are paid in the form of fees, payable
monthly in arrears, to the Director personally or to a third
party specified by that Director. There are no long-term
incentive schemes, share option schemes or pension
arrangements and the fees are not specifically related
to the Directors’ performance, either individually or
collectively.
The Board comprises entirely of non-executive Directors,
whose appointments are reviewed formally every year.
None of the Directors have a contract of service and a
Director may resign by notice in writing to the Board at
any time; there are no notice periods and no payments
made for loss of office. The terms of their appointment
are detailed in an appointment letter when they join the
Board. As the Directors do not have service contracts,
the Company does not have a policy on termination
payments. The Company’s Articles of Association
currently limit the total aggregate fees payable to the
Board to £300,000 per annum. A resolution proposing
that this limit be increased to £400,000 will be put to
shareholders at the forthcoming AGM.
Any shareholders’ views in respect of Directors’
remuneration are communicated at the Company’s
AGM and are taken into account in formulating the
Directors remuneration policy. At the 2024 AGM,
99.7% ofshareholders’ votes cast were in favour of the
resolution approving the Directors’ Remuneration Report,
with 0.3%against, showing very significant shareholder
support.
The components of the remuneration package for
Non-executive Directors, which are comprised in the
Directors’ remuneration policy of the Company are
set out overleaf, with a description and approach to
determination.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
62 TR Property Investment Trust plc
Directors’ Remuneration report
continued
Remuneration Type
Fixed Fees Additional Fees Expenses Other
The aggregate limit for
the fees for the Board
as a whole is currently
£300,000 per annum
which, in accordance
with the Articles of
Association, is divided
between the Directors as
they deem appropriate.
Fees are set to reflect
the role of each Board
member and the time
commitment required
to carry out their duties
and are reviewed with
reference to the fees paid
to Directors of similar
investment companies.
Additional fees may be paid
to any Director who fulfils the
role of the Chairman, who
chairs any committee of the
Board or who is appointed
as the Senior Independent
Director.
These fees are set at a
competitive level to reflect
experience and time
commitment.
The Directors are entitled
to be paid all reasonable
expenses properly incurred
by them attending meetings
with shareholders or other
Directors or otherwise in
connection with the discharge
of their duties as Directors.
Board members are not
eligible for bonuses, pension
benefits, share options,
long-term incentive schemed
or other non-cash benefits or
taxable expenses.
Annual remuneration report
For the year ended 31 March 2025, Directors’ fees were paid at the annual rates of Chairman: £76,000 (2024:
£73,000) and all other Directors: £39,000 (2024: £37,000). An additional £6,500 (2024: £6,000) was paid per
annum for the roles of Audit Committee Chairman and Senior Independent Director. The actual amounts paid to
the Directors during the financial year under review are as shown below.
Single total figure table (audited)
The fees payable in respect of each of the Directors who served during the financial year were as follows:
31 March 2025
£
31 March 2024
£
Kate Bolsover
(1)
76,000 64,000
Tim Gillbanks
(2)
45,500 43,000
Busola Sodeinde
(3)
45,500 40,000
Sarah-Jane Curtis 39,000 37,000
Andrew Vaughan 39,000 37,000
David Watson
(4)
n/a 22,000
Total 245,000 243,000
All fees are at a fixed rate and there is no variable remuneration. Fees are pro-rated where a change takes place
during a financial year There were no payments to third parties included in the fees referred to in the table above
There are no further fees to disclose as the Company has no employees, chief executive or executive directors.
(1)
appointed Chairman on 20 July 2023
(2)
appointed Senior Independent Director on 1 October 2023
(3)
appointed Audit Committee Chairman on 1 October 2023
(4)
resigned from the Board on 20 July 2023
Annual Report & Accounts 2025 63
Directors’ shareholdings (audited)
The interests of the Directors who held office at the year
end in the shares of the Company were as follows:
Ordinary shares of 25 pence
31 March 2025
or as at date of
appointment
31 March 2024
or as at date of
appointment
Kate Bolsover 20,746 16,063
Sarah-Jane Curtis 16,787 16,787
Tim Gillbanks 10,000 5,000
Busola Sodeinde 1,478 –
Andrew Vaughan 65,494 52,819
Since 31 March 2025 to the date of this report, there
have been no changes to the Directors’ interests in the
shares of the Company.
Annual percentage change in Directors' Fees
The following table sets out the annual percentage change
in Directors’ fees for the years to 31 March 2021, 2022,
2023, 2024 and 2025 where Directors have served for a full
year in each of the two years and therefore fees can be
compared on a like-for-like basis:
Director
%
change
from
2024
to 2025
(audited)
%
%
change
from
2023
to 2024
(audited)
%
%
change
from
2022
to 2023
(audited)
%
%
change
from
2021
to 2022
(audited)
%
%
change
from
2020
to 2021
(audited)
%
Kate
Bolsover
(1)
+18.8 +59.7 +14.5 0.0 n/a
Tim
Gillbanks +5.8 +2.4 +5.0 0.0 0.0
Busola
Sodeinde
(2)
+13.8 n/a n/a n/a n/a
Sarah-Jane
Curtis
(3)
+5.4 +2.8 +2.9 0.0 n/a
Andrew
Vaughan
(4)
+5.4 n/a n/a n/a n/a
(1)
Appointed as a non-executive Director on 1 October 2019, as Senior
Independent Director on 26 July 2022 and as Chairman on 20 July 2023.
(2)
Appointed as a non-executive Director on 24 January 2023 and as Audit
Committee Chairman on 1 October 2023.
(3)
Appointed as a non-executive Director on 28 January 2020.
(4)
Appointed as a non-executive Director on 1 August 2022.
The following table shows the total remuneration for the
Chairman over the fiveyears ended 31 March 2025:
Year ended 31 March
Fees
£'000s
2025 76.0
2024 73.0
2023 72.0
2022 70.0
2021 70.0
The table below is shown to enable shareholders to
assess the relative importance of spend on remuneration.
It compares the remuneration, excluding taxable benefits,
against the shareholder distribution of dividends.
Actual expenditure
2025
£’000
2024
£’000 Change
Dividends paid 49,825 49,190 +1.30%
Directors’ fees 245 243 +0.82%
£800
£1,000
£1,200
£1,400
£1,600
£1,800
£2,000
Mar-22 Mar-23Mar-21Mar-20Mar-19Mar-18Mar-17Mar-16Mar-15
Mar-24
Benchmark Total Return TR Property Share Price Total Return
Mar-25
Company performance
The graph below compares, for the ten years ended
31 March 2025, the percentage change over each period
in the share price total return to shareholders compared
to the share price total return of benchmark, which the
Board considers to be the most appropriate benchmark
for investment performance measurement purposes. An
explanation of the performance of the Company is given
in the Chairman’s Statement and Manager’s Report.
Source: Refinitiv Eikon and Thames River Capital
Total Return assuming £1,000 investment on
31 March 2015, with dividends reinvested
For and on behalf of the Board
Kate Bolsover
Chairman
10 June 2025
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
64 TR Property Investment Trust plc
Statement of Directors’ responsibilities in relation
to the Group financial statements
The Directors are responsible for preparing the Annual
Report and the Group and Parent Company financial
statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare Group
and Parent Company financial statements for each
financial year. Directors are required to prepare the Group
financial statements in accordance with UK-adopted
international accounting standards and applicable
law and have elected to prepare the Parent Company
financial statements on the same basis.
Under company law the 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 Parent Company and of the Group’s profit or
loss for that period. In preparing each of the Group and
Parent Company financial statements, the Directors are
required to:
• select suitable accounting policies and apply them
consistently;
• make judgements and estimates that are reasonable,
relevant and reliable;
• state whether they have been prepared in accordance
with UK-adopted international accounting standards.
• assess the Group and Parent Company’s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern; and
• use the going concern basis of accounting unless
they either intend to liquidate the Group or the Parent
Company or to cease operations or have no realistic
alternative but to do so.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Parent Company’s transactions and disclose
with reasonable accuracy at any time the financial
position of the Parent Company and enable them to
ensure that its financial statements comply with the
Companies Act 2006. They are 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,
and have general responsibility for taking such steps as
are reasonably open to them to safeguard the assets
of the Group and to prevent and detect fraud and other
irregularities.
Under applicable law and regulations, the Directors
are also responsible for preparing a Strategic Report,
Directors’ Report, Directors’ Remuneration Report and
Corporate Governance Statement that complies with that
law and those regulations.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information
included on the Company’s website. Legislation in the
UK governing the preparation and dissemination of
financial statements may differ from legislation in other
jurisdictions.
In accordance with Disclosure Guidance and
Transparency Rule ('DTR') 4.1.16R, the financial
statements will form part of the annual financial report
prepared under DTR 4.1.17R and 4.1.18R. The auditor’s
report on these financial statements provides no
assurance over whether the annual financial report has
been prepared in accordance with those requirements.
Responsibility statement of the Directors in
respect of the annual financial report
Each of the Directors confirms that to the best of their
knowledge:
• the financial statements, prepared in accordance with
the applicable set of accounting standards, give a true
and fair view of the assets, liabilities, financial position
and profit or loss of the Group and Parent Company
and the undertakings included in the consolidation
taken as a whole; and
• the strategic report includes a fair review of the
development and performance of the business and the
position of the issuer and the undertakings included
in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that
they face.
The Directors consider that the Annual Report and Accounts,
taken as a whole, is fair, balanced and understandable and
provides the information necessary for shareholders to
assess the Group’s position and performance, business
model and strategy.
By order of the Board
Kate Bolsover
Chairman
10 June 2025
Annual Report & Accounts 2025 65
Independent auditor’s report
to the members of TR Property Investment Trust Plc
1. Our opinion is unmodified
We have audited the financial statements of TR
Property Investment Trust plc (the ‘Company’) for the
year ended 31 March 2025, which comprise the Group
Statement of Comprehensive Income, Group and
Company Statements of Changes in Equity, Group and
Company Balance Sheets, Group and Company Cash
Flow Statements and the related notes, including the
accounting policies in note 1.
In our opinion the financial statements:
• the financial statements give a true and fair view of
the state of the Group’s and of the Parent Company’s
affairs as at 31 March 2025 and of the Group’s loss for
the year then ended;
• the Group financial statements have been properly
prepared in accordance with UK-adopted international
accounting standards;
• the Parent Company financial statements have been
properly prepared in accordance with UK-adopted
international accounting standards and as applied in
accordance with the provisions of the Companies Act
2006; and
• the financial statements have been prepared in
accordance with the requirements of the Companies
Act 2006.
Overview
Materiality:
Group financial
statements as a
whole
£11.6m (2024: £11.9m)
1% (2024: 1%) of Total Assets
Key audit matters vs 2024
Recurring risks Valuation of investment
properties
Carrying amount of level 1
investments
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (‘ISAs (UK)’) and applicable
law. Our responsibilities are described below. We believe
that the audit evidence we have obtained is a sufficient
and appropriate basis for our opinion. Our audit opinion is
consistent with our report to the audit committee.
We were first appointed as auditor by the Directors on
2 November 2016. The period of total uninterrupted
engagement is for the nine financial years ended
31 March 2025. We have fulfilled our ethical
responsibilities under, and we remain independent of
the Group in accordance with, UK ethical requirements
including the FRC Ethical Standard as applied to listed
public interest entities. No non-audit services prohibited
by that standard were provided.
2. Key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the
financial statements and include the most significant assessed risks of material misstatement (whether or not due
to fraud) identified by us, 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. We summarise below the key audit matters
(unchanged from 2024), in decreasing order of audit significance, in arriving at our audit opinion above, together with
our key audit procedures to address those matters and our findings from those procedures in order that the Company's
members, as a body, may better understand the process by which we arrived at our audit opinion. These matters were
addressed, and our findings are based on procedures undertaken, in the context of, and solely for the purpose of, our
audit of the financial statements as a whole, and in forming our opinion thereon, and consequently are incidental to
that opinion, and we do not provide a separate opinion on these matters.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
66 TR Property Investment Trust plc
Independent auditor’s report
continued
2. Key audit matters: our assessment of risks of material misstatement continued
The risk Our response
Valuation of investment
properties
(£61.5 million; 2024:
£38.4 million)
Refer to pages 58 to
60 (Audit Committee
Report), pages 79 and 80
(accounting policy) and
note 10 on pages 87 to 90
(financial disclosures).
Subjective valuation:
5.3% (2024: 3.2%) of the Group’s,
and 5.1% (2024: 3.1%) of the Parent
Company’s, total assets (by value) are
held in investment properties.
The fair value of each property
requires significant estimation using
subjective assumptions such as the
estimated rental value and yields.
These assumptions are impacted by
several factors including the quality and
condition of the properties and tenant
financial strength.
The effect of these matters is that, as
part of our risk assessment for audit
planning purposes, we determined that
the valuation of investment properties
had a high degree of estimation
uncertainty, with a potential range
of reasonable outcomes greater
than our materiality for the financial
statements as a whole. In conducting
our final audit work, we concluded that
reasonably possible changes to the
key assumptions in the valuation of
investment properties would not be
expected to result in material change.
We performed the detailed tests below, rather
than seeking to rely on any of the Group’s
controls, because the nature of the balance
is such that we would expect to obtain audit
evidence primarily through the detailed
procedures described.
Our procedures included:
• Assessing valuer’s credentials: Using our own
property valuation specialist, we evaluated the
competence, experience and independence of
the Group’s external valuer;
• Tests of detail: We compared the information
provided by the Group to its external property
valuer for a selection of properties, such
as rental income and tenancy data, against
supporting documents, including lease
agreements;
• Methodology choice: Using our own property
valuation specialist, we critically assessed
whether the valuation methodology adopted by
the Group's external valuer was in accordance
with the RICS Valuation Professional Standards
‘the Red Book’ and IFRS;
• Benchmarking assumptions: Using our own
property valuation specialist, we compared the
key assumptions used by the Group's external
valuer, including the estimated rental value
and yield for a sample of properties, against
industry benchmarks;
• Assessing transparency: We considered the
adequacy of the Group’s disclosures about
the degree of estimation and sensitivity to
key assumptions made when valuing the
investment properties.
Our Findings
• We found the Group’s and Parent Company’s
valuation of investment properties to be
balanced (2024: balanced). We have considered
the associated disclosures to be proportionate
(2024: proportionate).
Annual Report & Accounts 2025 67
The risk Our response
Carrying amount of Level 1
investments
(£1,024.8 million;
2024: £1,070.8 million)
Refer to pages 58 to 60
(Audit Committee Report),
page 80 (accounting policy),
and note 10 on pages 87 to
90 (financial disclosures).
Low risk, high value:
The portfolio of level 1 listed equity
investments makes up 88.0% (2024:
90.0%) of the Group’s, and 85.3% (2024:
87.3%) of the Parent Company’s, total
assets (by value) and is one of the key
drivers of results. We do not consider
these investments to be at a high risk of
material misstatement, or to be subject
to a significant level of judgement
because they comprise liquid, quoted
investments. However, due to their
materiality in the context of the financial
statements, they are considered to be
one of the areas which had the greatest
effect on our overall audit strategy and
allocation of resources in planning and
completing our audit and are therefore
considered to be a Key Audit Matter.
We performed the detailed tests below rather
than seeking to rely on any of the Group’s
controls, because the nature of the balance
is such that we would expect to obtain audit
evidence primarily through the detailed
procedures described.
Our procedures included:
• Test of detail: Using our valuation specialists,
we agreed the valuation of 100% of level 1 listed
equity investments in the portfolio to externally
quoted prices; and
• Enquiry of custodians: Agreed 100% of level
1 listed equity investment holdings in the
portfolio to independently received third party
confirmations from investment custodians.
Ourfindings
• We found no differences (2024: no differences)
from third party holdings confirmations nor
from the externally quoted prices of a size to
require reporting to the Audit Committee.
3. Our application of materiality and an
overview of the scope of our audit
Our application of materiality
Materiality for the Group financial statements was set at
£11.6m (2024: £11.9m), determined with reference to a
benchmark of total assets, of which it represents 1.0%
(2024: 1.0%).
Materiality for the Parent Company financial
statements was set at £11.0m (2024: £11.3m), which
is the component materiality for the Parent Company
determined for the purposes of our Group audit. This
is lower than the materiality we would otherwise have
determined with reference to Parent Company total
assets, of which it represents 0.92% (2024: 0.92%).
In line with our audit methodology, our procedures
on individual account balances and disclosures
were performed to a lower threshold, performance
materiality, to reduce to an acceptable level the risk
that individually immaterial misstatements in individual
account balances add up to a material amount across
the financial statements as a whole. Performance
materiality was set at 75% (2024: 75%) of materiality
for the financial statements, which equates to £8.7m
(2024: £8.9m) for the Group and £8.3m (2024: £8.5m) for
the Parent Company. We applied this percentage in our
determination of performance materiality because we
did not identify any factors indicating an elevated level of
risk.
We agreed to report to the Audit Committee any
corrected or uncorrected identified misstatements
exceeding £0.58m (2024: £0.60m) for the Group and
exceeding £0.55m (2024: £0.57m) for the Parent
Company, in addition to other identified misstatements
that warranted reporting on qualitative grounds.
Overview of the scope of our audit
This year we applied the revised group auditing standard
in our audit of the Group financial statements. The
revised group auditing standard changes how an auditor
approaches the identification of components, and
how the audit procedures are planned and executed
across components. In particular, the definition of a
component has changed, shifting the focus from how
the entity prepares financial information to how we, as
the group auditor, plan to perform audit procedures to
address group risks of material misstatement (’RMMs’).
We identified the Group as a whole to be a single
Group materiality
£11.6m (2024: £11.9m)
£11.6m
Whole financial statements
materiality (2024: £11.9m)
£11.0m
Parent Company Materiality
(2024: £11.9m)
£8.7m
Whole financial statements
performance materiality
(2024: £8.9m)
£0.58m
Misstatements reported to
the audit committee (2024:
£0.60m)
Total Assets
£1,165m (2024: £1,190m)
Total Assets
Group Materiality
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
68 TR Property Investment Trust plc
Independent auditor’s report
continued
component, having considered our evaluation of the
Group’s operational structure, the Group’s legal structure,
the existence of common information systems, and our
ability to perform audit procedures centrally. The audit of
the Group and Parent Company was performed using the
materiality levels set out above and was performed by a
single audit team.
Impact of controls on our audit
As disclosed on page 57, administrative operations
of the Company are provided by BNP Paribas (the
‘Administrator’). We therefore identified that the
financial reporting system operated by the Company’s
Administrator to be the main IT system relevant to our
audit. We obtained and read the Administrator’s type
2 service organisation controls report to assist us in
evaluating the design of the general IT controls of the
main finance system.
We took a fully substantive approach in all areas of
our audit, consistent with our approach noted within
the Key Audit Matters in section 2 of our report, as
we consider this to be a more efficient and effective
approach to gaining the appropriate audit evidence. We
did not plan to rely on any of the Company’s controls in
relation to any areas of our audit, because the nature of
most of the Group and Company’s balances (including
cash, loans and dividend income) is such that we
would expect to obtain audit evidence primarily from
external confirmations (for cash and loans) and data
analytical procedures (for dividend income) based on
the investment portfolio confirmed by the custodian and
external market data.
4. The impact of climate change on our audit
We have performed a risk assessment of how the
impact of climate change may affect the financial
statements and our audit. Level 1 listed investments
make up 88.0% of the Group’s total assets, for which
fair value is determined as the quoted market price.
Therefore, we assessed that the financial statement
estimate that is primarily exposed to climate risk is the
investment property portfolio, for which the valuation
assumptions and estimates may be impacted by
physical and policy or legal climate risks, such as
flooding or an increase in climate related compliance
expenditure. We assessed that, whilst climate change
posed a risk to the determination of investment property
valuations in the current year, this risk was not significant
when considering both the nature and domicile of the
properties and the tenure of unexpired leases. Therefore,
there was no significant impact of climate change on our
key audit matters.
We have read the disclosure of climate related
information in the front half of the financial statements
and considered consistency with the financial
statements and our audit knowledge.
5. Going concern
The Directors have prepared the financial statements
on the going concern basis as they do not intend to
liquidate the Group or the Company or to cease their
operations and as they have concluded that the Group’s
and the Company’s financial position means that this
is realistic. They have also concluded that there are no
material uncertainties that could have cast significant
doubt over their ability to continue as a going concern for
at least a year from the date of approval of the financial
statements (the ‘going concern period’).
We used our knowledge of the Group, its industry, and the
general economic environment to identify the inherent
risks to its business model and analysed how those
risks might affect the Group or Company’s financial
resources or ability to continue operations over the going
concern period. The risks that we considered most likely
to adversely affect the Group or Company’s available
financial resources and its ability to operate over this
period were:
• The impact of a significant reduction in the valuation
of investments and the implications for the Group or
Company’s debt covenants;
• The liquidity of the investment portfolio and its ability
to meet the liabilities of the Group as and when they fall
due; and
• The operational resilience of key service organisations.
We considered whether these risks could plausibly affect
the liquidity or covenant compliance in the going concern
period by assessing the degree of downside assumption
that, individually and collectively, could result in a liquidity
issue, taking into account the Group or Company’s current
and projected cash and liquid investment position (and
the results of their reverse stress testing).
We considered whether the going concern disclosure
in note 1 to the financial statements gives a full and
accurate description of the Directors’ assessment of
going concern, including the identified risks and related
sensitivities.
Our conclusions based on this work:
• we consider that the Directors’ use of the going concern
basis of accounting in the preparation of the financial
statements is appropriate;
Annual Report & Accounts 2025 69
• we have not identified, and concur with the Directors’
assessment that there is not, a material uncertainty
related to events or conditions that, individually or
collectively, may cast significant doubt on the Group’s
or Company's ability to continue as a going concern for
the going concern period;
• we have nothing material to add or draw attention to
in relation to the Directors’ statement in note 1 to the
financial statements on the use of the going concern
basis of accounting with no material uncertainties
that may cast significant doubt over the Group and
Company’s use of that basis for the going concern
period, and we found the going concern disclosure in
note 1 to be acceptable; and
• the related statement under the UK Listing Rules set out
on page 59 is materially consistent with the financial
statements and our audit knowledge.
However, as we cannot predict all future events or
conditions and as subsequent events may result in
outcomes that are inconsistent with judgements that
were reasonable at the time they were made, the above
conclusions are not a guarantee that the Group or the
Company will continue in operation.
6. Fraud and breaches of laws and
regulations – ability to detect
Identifying and responding to risks of material
misstatement due to fraud
To identify risks of material misstatement due to fraud
(‘fraud risks’) we assessed events or conditions that
could indicate an incentive or pressure to commit fraud
or provide an opportunity to commit fraud. Our risk
assessment procedures included:
• Enquiring of Directors as to the Group’s high-level
policies and procedures to prevent and detect fraud,
as well as whether they have knowledge of any actual,
suspected or alleged fraud;
• Assessing the segregation of duties in place between
the Directors, the Administrator and the Group’s
Investment Manager; and
• Reading Board and Audit Committee minutes.
We communicated identified fraud risk throughout the
audit team and remained alert to any indications of fraud
throughout the audit.
As required by auditing standards, we perform
procedures to address the risk of management override
of controls, in particular the risk that management
may be in a position to make inappropriate accounting
entries and the risk of bias in accounting estimates such
as the valuation of investment property. We evaluated
the design of relevant controls over journal entries, and
other adjustments, including the segregation of duties
between the Directors and the Administrator, and made
inquiries of the Administrator as to whether they were
aware of any inappropriate or unusual activity relating to
the processing of journal entries and other adjustments.
Based on these risk assessment procedures, we
assessed the opportunities for management override
of controls in the context of this Group. We compared
all material post-closing entries and, to incorporate an
element of unpredictability, a haphazard selection of
other entries to supporting documentation. We assessed
whether the judgements made in making accounting
estimates are indicative of a potential bias.
On this audit we have rebutted the fraud risk related
to revenue recognition because the revenue is non-
judgemental and straightforward, with limited opportunity
for manipulation. We did not identify any significant
unusual transactions or additional fraud risks.
Identifying and responding to risks of material
misstatement due to non-compliance with laws and
regulations
We identified areas of laws and regulations that could
reasonably be expected to have a material effect on
the financial statements from our general commercial
and sector experience and through discussion with the
Directors, the Investment Manager and the Administrator
(as required by auditing standards) and discussed with
the Directors the policies and procedures regarding
compliance with laws and regulations. As the Parent
Company is regulated, our assessment of risks involved
gaining an understanding of the control environment
including the entity’s procedures for complying with
regulatory requirements.
We communicated identified laws and regulations
throughout our team and remained alert to any
indications of non-compliance throughout the audit.
The potential effect of these laws and regulations on the
financial statements varies considerably.
Firstly, the Group is subject to laws and regulations
that directly affect the financial statements including
financial reporting legislation (including related
companies legislation), distributable profits legislation,
and its qualification as an investment trust under UK
taxation legislation, any breach of which could lead to
the Group losing various deductions and exemptions
from UK corporation tax, and we assessed the extent of
compliance with these laws and regulations as part of our
procedures on the related financial statement items.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
70 TR Property Investment Trust plc
Independent auditor’s report
continued
6. Fraud and breaches of laws and regulations –
ability to detect continued
We assessed the legality of the distributions made
by the Company in the year based on comparing the
dividends paid to the distributable reserves prior to each
distribution.
Secondly, the Group is subject to many other laws and
regulations where the consequences of non-compliance
could have a material effect on amounts or disclosures
in the financial statements, for instance through the
imposition of fines or litigation. We identified the following
areas as those most likely to have such an effect: money
laundering, data protection, bribery and corruption
legislation and certain aspects of company legislation
recognising the financial nature of the Group’s activities
and its legal form. Auditing standards limit the required
audit procedures to identify non-compliance with these
laws and regulations to enquiry of the Directors and
the Administrator and inspection of regulatory and
legal correspondence, if any. Therefore, if a breach of
operational regulations is not disclosed to us or evident
from relevant correspondence, an audit will not detect
that breach.
Context of the ability of the audit to detect fraud or
breaches of law or regulation
Owing to the inherent limitations of an audit, there is an
unavoidable risk that we may not have detected some
material misstatements in the financial statements, even
though we have properly planned and performed our audit
in accordance with auditing standards. For example, the
further removed non- compliance with laws and regulations
is from the events and transactions reflected in the financial
statements, the less likely the inherently limited procedures
required by auditing standards would identify it.
In addition, as with any audit, there remained a higher risk
of non-detection of fraud, as these may involve collusion,
forgery, intentional omissions, misrepresentations, or the
override of internal controls. Our audit procedures are
designed to detect material misstatement. We are not
responsible for preventing non-compliance or fraud and
cannot be expected to detect non- compliance with all
laws and regulations.
7. We have nothing to report on the other
information in the Annual Report
The Directors are responsible for the other information
presented in the Annual Report together with the financial
statements. Our opinion on the financial statements does
not cover the other information and, accordingly, we do
not express an audit opinion or, except as explicitly stated
below, any form of assurance conclusion thereon.
Our responsibility is to read the other information and,
in doing so, consider whether, based on our financial
statements audit work, the information therein is
materially misstated or inconsistent with the financial
statements or our audit knowledge. Based solely on that
work we have not identified material misstatements in the
other information.
Strategic Report and Directors’ Report
Based solely on our work on the other information:
• we have not identified material misstatements in the
Strategic Report or the Directors’ Report;
• in our opinion the information given in those reports
for the financial year is consistent with the financial
statements; and
• in our opinion those reports have been prepared in
accordance with the Companies Act 2006.
Directors’ Remuneration Report
In our opinion the part of the Directors’ Remuneration
Report to be audited has been properly prepared in
accordance with the Companies Act 2006.
Disclosures of emerging and principal risks and longer-
term viability
We are required to perform procedures to identify whether
there is a material inconsistency between the Directors’
disclosures in respect of emerging and principal risks and
the viability statement, and the financial statements and
our audit knowledge.
Based on those procedures, we have nothing material to
add or draw attention to in relation to:
• the Directors’ confirmation within the Long-Term
Viability statement on page 40 that they have carried
out a robust assessment of the emerging and principal
risks facing the Group, including those that would
threaten its business model, future performance,
solvency and liquidity;
• the Principal and Emerging Risks disclosures
describing these risks and how emerging risks are
identified, and explaining how they are being managed
and mitigated; and
• the Directors’ explanation in the Long-Term Viability
statement of how they have assessed the prospects
of the Group, over what period they have done so and
why they considered that period to be appropriate, and
their statement as to whether they have a reasonable
expectation that the Group will be able to continue
Annual Report & Accounts 2025 71
in operation and meet its liabilities as they fall due
over the period of their assessment, including any
related disclosures drawing attention to any necessary
qualifications or assumptions.
We are also required to review the Long-Term Viability
statement, set out on pages 40 and 41 under the UK
Listing Rules. Based on the above procedures, we have
concluded that the above disclosures are materially
consistent with the financial statements and our audit
knowledge.
Our work is limited to assessing these matters in the
context of only the knowledge acquired during our
financial statements audit. As we cannot predict all future
events or conditions and as subsequent events may
result in outcomes that are inconsistent with judgements
that were reasonable at the time they were made, the
absence of anything to report on these statements is not
a guarantee as to the Group’s and Company’s longer-term
viability.
Corporate governance disclosures
We are required to perform procedures to identify whether
there is a material inconsistency between the Directors’
corporate governance disclosures and the financial
statements and our audit knowledge.
Based on those procedures, we have concluded that each
of the following is materially consistent with the financial
statements and our audit knowledge:
• the Directors’ statement that they consider that the
annual report and financial statements taken as
a whole is fair, balanced and understandable, and
provides the information necessary for shareholders to
assess the Group’s position and performance, business
model and strategy;
• the section of the annual report describing the work of
the Audit Committee, including the significant issues
that it considered in relation to the financial statements,
and how these issues were addressed; and
• the section of the annual report that describes
the review of the effectiveness of the Group’s risk
management and internal control systems.
We are required to review the part of the Corporate
Governance Statement relating to the Group’s compliance
with the provisions of the UK Corporate Governance Code
specified by the UK Listing Rules for our review. We have
nothing to report in this respect.
8. We have nothing to report on the other
matters on which we are required to report by
exception
Under the Companies Act 2006, we are required to report
to you if, in our opinion:
• adequate accounting records have not been kept by the
parent Company, or returns adequate for our audit have
not been received from branches not visited by us; or
• the parent Company financial statements and the part
of the Directors’ Remuneration Report to be audited
are not in agreement with the accounting records and
returns; or
• certain disclosures of Directors’ remuneration specified
by law are not made; or
• we have not received all the information and
explanations we require for our audit.
We have nothing to report in these respects.
9. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out
on page 64, the Directors are responsible for: the
preparation of the financial statements including being
satisfied that they give a true and fair view; 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;
assessing the Group and parent 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 they either intend to
liquidate the Group or the parent Company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities
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 our opinion in an auditor’s report. Reasonable
assurance is a high level of assurance, but does not
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
aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of the
financial statements.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
72 TR Property Investment Trust plc
Independent auditor’s report
continued
A fuller description of our responsibilities is
provided on the FRC’s website at www.frc.org.uk/
auditorsresponsibilities.
The Company is required to include these financial
statements in an annual financial report prepared under
Disclosure Guidance and Transparency Rule 4.1.17R and
4.1.18R. This auditor’s report provides no assurance over
whether the annual financial report has been prepared in
accordance with those requirements.
10. The purpose of our audit work and to
whom we owe our responsibilities
This report is made solely to the Company’s members,
as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006 and the terms of our engagement
by the Company. Our audit work has been undertaken so
that we might state to the Company’s members those
matters we are required to state to them in an auditor’s
report, and the further matters we are required to state
to them in accordance with the terms agreed with
the Company, and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the
Company’s members, as a body, for our audit work, for
this report, or for the opinions we have formed.
Craig Steven-Jennings (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
London E14 5GL
10 June 2025
Annual Report & Accounts 2025 73
Financial
statements
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
TR Property Investment Trust plc74
Group statement of comprehensive income
for the year ended 31 March 2025
Year ended 31 March 2025 | Year ended 31 March 2024 | ||||||
| Revenue | Capital | Revenue | Capital | ||||
| Return | Return | Total | Return | Return | Total | ||
| Notes | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Income | |||||||
Investment income | 2 | ||||||
Rental income | 3 | ||||||
Other operating income | 4 | ||||||
| (Losses)/gains on Investments | |||||||
held at Fair Value | 10 | ( | ( | ||||
| Net movement on foreign | |||||||
| exchange; investments and loan | |||||||
notes | ( | ( | |||||
| Net movement on foreign | |||||||
| exchange; cash and cash | |||||||
equivalents | ( | ( | ( | ( | |||
Net returns on contracts for difference | 2, 10 | ||||||
Total Income | ( | ( | |||||
| Expenses | |||||||
| Management and performance | |||||||
fees | 5 | ( | ( | ( | ( | ( | ( |
| Direct property expenses, rent | |||||||
payable and service charge costs | 3 | ( | ( | ( | ( | ||
Other administrative expenses | 6 | ( | ( | ( | ( | ( | ( |
Total operating expenses | ( | ( | ( | ( | ( | ( | |
Operating profit/(loss) | ( | ( | |||||
Finance costs | 7 | ( | ( | ( | ( | ( | ( |
| Profit/(loss) from operations | |||||||
before tax | ( | ( | |||||
Taxation | 8 | ( | ( | ( | ( | ||
Total comprehensive income | ( | ( | |||||
| Earnings/(loss) per Ordinary | |||||||
share | 9 | ( | ( |
The Total column of this statement represents the Group's Statement of Comprehensive Income, prepared in accordance with
UK-adopted International Accounting Standards. The Revenue Return and Capital Return columns are supplementary to this
and are prepared under guidance published by the Association of Investment Companies. All items in the above statement
derive from continuing operations.
The Group does not have any other income or expense that is not included in the above statement therefore “Total
comprehensive income” is also the profit/(loss) for the year.
As permitted by Section 408 of the Companies Act 2006, the Company has not presented its own Statement of Comprehensive
Income. The net profit loss after taxation of the Company dealt with in the accounts of the Group was £27,441,000 loss (2024:
£196,347,000 profit).
All income is attributable to the shareholders of the parent company.
The notes from pages 78 to 102 form part of these Financial Statements.
Annual Report & Accounts 2025 75
Group
| Share | Capital | |||||
| Share | Premium | Redemption | Retained | |||
| Capital | Account | Reserve | Earnings | Total | ||
For the year ended 31 March 2025 | Notes | £'000 | £'000 | £'000 | £'000 | £'000 |
At 31 March 2024 | ||||||
Total comprehensive income | ( | ( | ||||
Dividends paid | 17 | ( | ( | |||
At 31 March 2025 |
Company
For the year ended 31 March 2025 Notes
Share
Capital
£'000
Share
Premium
Account
£'000
Capital
Redemption
Reserve
£'000
Retained
Earnings
£'000
Total
£'000
At 31 March 2024 79,338 43,162 43,971 949,032 1,115,503
Total comprehensive income - - - (27,441) (27,441)
Dividends paid 17 - - - (49,825) (49,825)
At 31 March 2025 79,338 43,162 43,971 871,766 1,038,237
Group
| Share | Capital | |||||
| Share | Premium | Redemption | Retained | |||
| Capital | Account | Reserve | Earnings | Total | ||
For the year ended 31 March 2024 | Notes | £'000 | £'000 | £'000 | £'000 | £'000 |
At 31 March 2023 | ||||||
Total comprehensive income | ||||||
Dividends paid | 17 | ( | ( | |||
At 31 March 2024 |
Company
For the year ended 31 March 2024 Notes
Share
Capital
£'000
Share
Premium
Account
£'000
Capital
Redemption
Reserve
£'000
Retained
Earnings
£'000
Total
£'000
At 31 March 2023 79,338 43,162 43,971 801,875 968,346
Total comprehensive income - - - 196,347 196,347
Dividends paid 17 - - - (49,190) (49,190)
At 31 March 2024 79,338 43,162 43,971 949,032 1,115,503
The notes from pages 78 to 102 form part of these Financial Statements.
Group and Company statement of changes in equity
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TR Property Investment Trust plc76
| Group | Company | Group | Company | ||
| 2025 | 2025 | 2024* | 2024* | ||
| Notes | £'000 | £'000 | £'000 | £'000 | |
| Non-current assets | |||||
Investments held at fair value | 10 | 1,024,826 | 1,073,719 | ||
Investment properties | 10 | 61,519 | 38,388 | ||
Investments in subsidiaries | 10 | 36,260 | 36,276 | ||
1,122,605 | 1,148,383 | ||||
Deferred taxation asset | 8 | 1,809 | 903 | ||
1,124,414 | 1,149,286 | ||||
| Current assets | |||||
Other receivables | 12 | 65,008 | 58,217 | ||
Cash and cash equivalents | 11,674 | 19,143 | |||
76,682 | 77,360 | ||||
Current liabilities | 13 | ( | (147,859) | ( | (53,395) |
Net current (liabilities)/assets | ( | (71,177) | 23,965 | ||
| Total assets less current | |||||
liabilities | 1,053,237 | 1,173,251 | |||
Non-current liabilities | 13 | ( | (15,000) | ( | (57,748) |
Net assets | 1,038,237 | 1,115,503 | |||
| Capital and reserves | |||||
Called up share capital | 14 | 79,338 | 79,338 | ||
Share premium account | 15 | 43,162 | 43,162 | ||
Capital redemption reserve | 15 | 43,971 | 43,971 | ||
Retained earnings | 16 | 871,766 | 949,032 | ||
Equity shareholders’ funds | 1,038,237 | 1,115,503 | |||
| Net Asset Value per: | |||||
Ordinary share | 19 | 327.16p | 351.50p |
Group and Company balance sheets
as at 31 March 2025
The notes from pages 78 to 102 form part of these Financial Statements.
* In the current year, Investments held at fair value have been disaggregated to separately disclose Investment property and
Equity Investments held at fair value.
Annual Report & Accounts 2025 77
Group and Company cash flow statements
for the year ended 31 March 2025
| Group | Company | Group | Company | |
| 2025 | 2025 | 2024 | 2024 | |
| £'000 | £'000 | £'000 | £'000 | |
| Reconciliation of profit from operations | ||||
before tax to net cash flows from operating activities | ||||
(Loss)/profit from operations before tax | ( | (25,502) | 198,581 | |
Finance costs | 7,495 | 7,086 | ||
Losses/(gains) on investments and derivatives held at fair value through profit | ||||
or loss | 62,358 | ( | (177,494) | |
| Net movement on foreign exchange; cash | ||||
and cash equivalents and loan notes | 209 | 1,570 | ||
| Scrip dividends included in investment | ||||
income and net returns on contracts for difference | ( | (6,981) | ( | (5,928) |
| Accrued income in the prior year received | ||||
as a scrip dividend | ( | (1,686) | ( | (1,557) |
Sale of investments (see note 10) | 559,336 | 455,539 | ||
Purchase of investments (see note 10) | ( | (582,839) | ( | (435,415) |
(Decrease)/increase in prepayments and accrued income | ( | (382) | 888 | |
| Decrease/(increase) in sales settlement | ||||
receivables | 2,891 | ( | (152) | |
Decrease in purchase settlement payables | ( | (4,222) | ( | (2,975) |
(Increase)/decrease in other receivables | ( | (13,223) | 7,380 | |
(Decrease)/increase in other payables | ( | (9,813) | 7,598 | |
| Net cash flows from operating activities | ||||
before interest and taxation | ( | (12,359) | 55,121 | |
Interest paid | ( | (7,495) | ( | (7,086) |
Taxation paid | ( | (3,624) | ( | (3,016) |
Net cash flows from operating activities | ( | (23,478) | 45,019 | |
| Financing activities | ||||
Equity dividends paid | ( | (49,825) | ( | (49,190) |
Drawdown of loans | 115,356 | – | ||
Repayment of loans | ( | (48,233) | ( | (10,000) |
Net cash flows from financing activities | 17,298 | ( | (59,190) | |
Decrease in cash | ( | (6,180) | ( | (14,171) |
Cash and cash equivalents at start of year | 19,143 | 36,069 | ||
| Net movement on foreign exchange; cash | ||||
and cash equivalents | ( | (1,289) | ( | (2,755) |
Cash and cash equivalents at end of year | 11,674 | 19,143 |
The notes from pages 78 to 102 form part of these Financial Statements.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
TR Property Investment Trust plc78
Notes to the financial statements
01 Accounting policies
Annual Report & Accounts 2025 79
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
TR Property Investment Trust plc80
Notes to the financial statements
continued
01 Accounting policies continued
Annual Report & Accounts 2025 81
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
TR Property Investment Trust plc82
Notes to the financial statements
continued
| 2025 | 2024 | |
| £'000 | £'000 | |
Dividends from UK listed investments | 4,191 | 2,029 |
Dividends from UK unlisted investments | 798 | 577 |
Scrip dividends from UK listed investments | – | 914 |
Property income distributions from UK listed investments | 13,578 | 13,031 |
Dividends from overseas listed investments | 18,819 | 17,897 |
Scrip dividends from overseas listed investments | 6,981 | 5,014 |
Property income distributions from overseas listed investments | 299 | 494 |
Total equity investment income | 44,666 | 39,956 |
| 2025 | 2024 | |
| £'000 | £'000 | |
Dividends from UK contracts for difference (1) | 1,012 | 3,980 |
Dividends from overseas contracts for difference (1) | 5,144 | 2,542 |
Total contracts for difference income | 6,156 | 6,522 |
03 Rental income
| 2025 | 2024 | |
| £'000 | £'000 | |
Gross rental income from UK property | 1,783 | 3,155 |
Service charge income from UK property | 113 | 316 |
Total rental income | 1,896 | 3,471 |
Direct property expenses, rent payable and service charge costs | (324) | (673) |
Total net rental income | 1,572 | 2,798 |
Operating leases
The Group has entered into commercial leases on its property portfolio. Commercial property leases typically have lease
terms between 5 and 15 years and include clauses to enable periodic upward revision of the rental charge according to
prevailing market conditions. Some leases contain options to break before the end of the lease term.
| 2025 | 2024 | |
| £'000 | £’000 | |
Year 1 | 2,060 | 1,100 |
Year 2 | 1,452 | 854 |
Year 3 | 1,142 | 410 |
Year 4 | 1,142 | 318 |
Year 5 | 1,124 | 318 |
More than 5 years | 3,340 | 700 |
10,260 | 3,700 |
Annual Report & Accounts 2025 83
| 2025 | 2025 | 2025 | 2024 | 2024 | 2024 | |
| Revenue | Capital | Total | Revenue | Capital | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Interest on cash and cash | ||||||
equivalents | 569 | - | 569 | 877 | - | 877 |
| Interest on withholding tax | ||||||
reclaims | 57 | - | 57 | - | - | - |
626 | - | 626 | 877 | - | 877 |
| 2025 | 2025 | 2025 | 2024 | 2024 | 2024 | |
| Revenue | Capital | Total | Revenue | Capital | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Management fee | 1,588 | 4,764 | 6,352 | 1,513 | 4,540 | 6,053 |
Performance fee | - | 644 | 644 | - | 10,082 | 10,082 |
1,588 | 5,408 | 6,996 | 1,513 | 14,622 | 16,135 |
| 2025 | 2025 | 2025 | 2024 | 2024 | 2024 | |
| Revenue | Capital | Total | Revenue | Capital | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Directors' fees (Directors' | ||||||
| Remuneration Report on pages 61 | ||||||
to 63) | 245 | - | 245 | 243 | - | 243 |
| Auditor's remuneration: | ||||||
| – for audit of the consolidated | ||||||
| and parent company financial | ||||||
statements | 122 | - | 122 | 114 | - | 114 |
Legal fees | 38 | - | 38 | 19 | - | 19 |
Taxation fees | 131 | - | 131 | 98 | - | 98 |
Other administrative expenses | 195 | 585 | 780 | 192 | 575 | 767 |
Other expenses | 571 | - | 571 | 701 | - | 701 |
Irrecoverable VAT | 148 | - | 148 | (31) | - | (31) |
1,450 | 585 | 2,035 | 1,336 | 575 | 1,911 |
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TR Property Investment Trust plc84
Notes to the financial statements
continued
| 2025 | 2025 | 2025 | 2024 | 2024 | 2024 | |
| Revenue | Capital | Total | Revenue | Capital | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Loan notes, bank loans and overdrafts repayable within 1 year | 787 | 2,362 | 3,149 | 418 | 1,256 | 1,674 |
| Loan notes repayable between 1-5 | ||||||
years | 5 | 16 | 21 | 211 | 635 | 846 |
Loan notes repayable after 5 years | 136 | 410 | 546 | 137 | 409 | 546 |
Contracts for difference (1) | 945 | 2,834 | 3,779 | 1,005 | 3,015 | 4,020 |
1,873 | 5,622 | 7,495 | 1,771 | 5,315 | 7,086 |
08 Taxation
a) Analysis of charge in the year
| 2025 | 2025 | 2025 | 2024 | 2024 | 2024 | |
| Revenue | Capital | Total | Revenue | Capital | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| UK corporation tax at 25% | ||||||
(2024: 25%) | 4,546 | (4,062) | 484 | 5,268 | (5,268) | - |
Overseas taxation | 2,361 | - | 2,361 | 2,006 | 180 | 2,186 |
6,907 | (4,062) | 2,845 | 7,274 | (5,088) | 2,186 | |
| Under provision in respect of prior | ||||||
years | - | - | - | 48 | - | 48 |
Deferred tax | - | (906) | (906) | - | - | - |
Current tax charge for the year | 6,907 | (4,968) | 1,939 | 7,322 | (5,088) | 2,234 |
Annual Report & Accounts 2025 85
08 Taxation continued
| 2025 | 2025 | 2025 | 2024 | 2024 | 2024 | |
| Revenue | Capital | Total | Revenue | Capital | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Net profit/(loss) on ordinary | ||||||
activities before taxation | 48,109 | (73,611) | (25,502) | 45,533 | 153,048 | 198,581 |
| Corporation tax charge at 25% | ||||||
(2024:25%) | 12,027 | (18,403) | (6,376) | 11,383 | 38,262 | 49,645 |
| Effects of: | ||||||
Non taxable losses/(gains) on investments | - | 16,835 | 16,835 | - | (40,198) | (40,198) |
Currency movements not taxable | - | (87) | (87) | - | 988 | 988 |
Tax relief on expenses charged to capital | - | (1,158) | (1,158) | - | (140) | (140) |
Non-taxable contracts for difference | - | (1,249) | (1,249) | - | (4,180) | (4,180) |
Non-taxable UK dividends | (1,247) | - | (1,247) | (652) | - | (652) |
Non-taxable overseas dividends | (6,450) | - | (6,450) | (5,728) | - | (5,728) |
Overseas withholding taxes | 2,361 | - | 2,361 | 2,006 | 180 | 2,186 |
| Under provision in respect of prior | ||||||
years | - | - | - | 48 | 48 | |
Disallowable expenses | 25 | - | 25 | - | - | - |
Deferred tax not provided | 191 | - | 191 | 265 | - | 265 |
Movement in deferred tax asset | - | (906) | (906) | - | - | - |
6,907 | (4,968) | 1,939 | 7,322 | (5,088) | 2,234 |
| 2025 | 2025 | 2025 | 2024 | 2024 | 2024 | |
| Revenue | Capital | Total | Revenue | Capital | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Unutilised losses carried forward | - | (1,809) | (1,809) | - | (903) | (903) |
| Shown as: | ||||||
Deferred tax asset | - | (1,809) | (1,809) | - | (903) | (903) |
| 2025 | 2025 | 2025 | 2024 | 2024 | 2024 | |
| Revenue | Capital | Total | Revenue | Capital | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Unutilised losses carried forward | - | (1,809) | (1,809) | - | (903) | (903) |
| Shown as: | ||||||
Deferred tax asset | - | (1,809) | (1,809) | - | (903) | (903) |
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
TR Property Investment Trust plc86
Notes to the financial statements
continued
08 Taxation continued
| 2025 | 2025 | 2025 | 2024 | 2024 | 2024 | |
| Revenue | Capital | Total | Revenue | Capital | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Deferred tax assets brought | ||||||
forward | - | (903) | (903) | - | (903) | (903) |
Movement in deferred tax on unutilised losses | - | (906) | (906) | - | - | - |
| Deferred tax assets carried | ||||||
forward | - | (1,809) | (1,809) | - | (903) | (903) |
| 2025 | 2025 | 2025 | 2024 | 2024 | 2024 | |
| Revenue | Capital | Total | Revenue | Capital | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Deferred tax assets brought | ||||||
forward | - | (903) | (903) | - | (903) | (903) |
Movement in deferred tax on unutilised losses | - | (906) | (906) | - | - | - |
| Deferred tax assets carried | ||||||
forward | - | (1,809) | (1,809) | - | (903) | (903) |
09 Earnings/(loss) per share
| 2025 | 2025 | 2025 | 2024 | 2024 | 2024 | |
| Revenue | Capital | Total | Revenue | Capital | Total | |
Total comprehensive income (£'000) | 41,202 | (68,643) | (27,441) | 38,211 | 158,136 | 196,347 |
Earnings/(loss) per share - pence | 12.98 | (21.63) | (8.65) | 12.04 | 49.83 | 61.87 |
Both revenue and capital earnings per share are based on a weighted average of 317,350,980 Ordinary shares in issue during
the year (2024: 317,350,980).
The Group has no securities in issue that could dilute the earnings per Ordinary share, therefore the basic and diluted
earnings per Ordinary share are the same.
Annual Report & Accounts 2025 87
| Group | Company | Group | Company | |
| 2025 | 2025 | 2024 | 2024 | |
| £’000 | £’000 | £’000 | £’000 | |
Listed in the United Kingdom | 388,795 | 388,795 | 373,675 | 373,675 |
Unlisted in the United Kingdom | - | - | 2,892 | 2,892 |
Listed Overseas | 636,031 | 636,031 | 697,152 | 697,152 |
Investment properties | 61,519 | 61,519 | 38,388 | 38,388 |
Investments in subsidiaries held at fair value | - | 36,260 | - | 36,276 |
1,086,345 | 1,122,605 | 1,112,107 | 1,148,383 | |
Contracts for difference (1) | 1,688 | 1,688 | 6,098 | 6,098 |
1,088,033 | 1,124,293 | 1,118,205 | 1,154,481 |
| Movement | ||||||
| Realised | in unrealised | |||||
| Valuation | (losses)/ | (depreciation)/ | Valuation | |||
| 31 March | gains | appreciation | 31 March | |||
| 2024 | Additions (1) | Disposals | in the year | at year end | 2025 | |
| £’000 | £’000 | £'000 | £'000 | £'000 | £'000 | |
Listed investments | 1,070,827 | 569,574 | (548,870) | (3,919) | (62,786) | 1,024,826 |
Unlisted investments | 2,892 | - | (1,059) | 1,059 | (2,892) | - |
Contracts for difference (2) | 6,098 | - | (9,407) | 9,407 | (4,410) | 1,688 |
Total investments segment | 1,079,817 | 569,574 | (559,336) | 6,547 | (70,088) | 1,026,514 |
Direct property segment | 38,388 | 21,932 | - | (9) | 1,208 | 61,519 |
1,118,205 | 591,506 | (559,336) | 6,538 | (68,880) | 1,088,033 |
(Losses)/gains on investments and direct property | £'000 |
Realised losses on listed and unlisted investments and direct property sold in the year | (2,869) |
Movement in unrealised gains on listed and unlisted investments and direct property held at the year end | (64,470) |
Losses on investments held at fair value | (67,339) |
Realised gains on contracts for difference sold in the year | 9,407 |
Movement in unrealised gains on contracts for difference held at the year end | (4,410) |
Net returns on contracts for difference | 4,997 |
Total losses on investments and direct property in the year | (62,342) |
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
TR Property Investment Trust plc88
Notes to the financial statements
continued
10 Investments held at fair value continued
| Movement in | ||||||
| Realised | unrealised | |||||
| Valuation | gains/ | (depreciation)/ | Valuation | |||
| 31 March | (losses) | appreciation | 31 March | |||
| 2024 | Additions (1) | Disposals | in the year | at year end | 2025 | |
| £’000 | £’000 | £’000 | £'000 | £'000 | £’000 | |
UK listed equities | 373,675 | 207,604 | (164,302) | 10,366 | (38,548) | 388,795 |
UK unlisted equities | 2,892 | - | (1,059) | 1,059 | (2,892) | - |
UK direct property | 38,388 | 21,932 | - | (9) | 1,208 | 61,519 |
UK contracts for difference (2) | 2,361 | - | (1,430) | 1,430 | (1,851) | 510 |
417,316 | 229,536 | (166,791) | 12,846 | (42,083) | 450,824 | |
Continental European listed equities | 697,152 | 361,970 | (384,568) | (14,285) | (24,238) | 636,031 |
European contracts for difference (2) | 3,737 | - | (7,977) | 7,977 | (2,559) | 1,178 |
1,118,205 | 591,506 | (559,336) | 6,538 | (68,880) | 1,088,033 |
Annual Report & Accounts 2025 89
| Level 1 | Level 2 | Level 3 | Total | |
| At 31 March 2025 | £'000 | £'000 | £'000 | £'000 |
Equity investments | 1,024,826 | - | - | 1,024,826 |
Investment properties | - | - | 61,519 | 61,519 |
1,024,826 | - | 61,519 | 1,086,345 | |
Contracts for difference | - | 1,688 | - | 1,688 |
1,024,826 | 1,688 | 61,519 | 1,088,033 | |
Foreign exchange forward contracts | - | 80 | - | 80 |
1,024,826 | 1,768 | 61,519 | 1,088,113 |
| Level 1 | Level 2 | Level 3 | Total | |
| At 31 March 2024 | £’000 | £’000 | £’000 | £’000 |
Equity investments | 1,070,827 | - | 2,892 | 1,073,719 |
Investment properties | - | - | 38,388 | 38,388 |
1,070,827 | - | 41,280 | 1,112,107 | |
Contracts for difference | - | 6,098 | - | 6,098 |
1,070,827 | 6,098 | 41,280 | 1,118,205 | |
Foreign exchange forward contracts | - | 14 | - | 14 |
1,070,827 | 6,112 | 41,280 | 1,118,219 |
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
TR Property Investment Trust plc90
Notes to the financial statements
continued
10 Investments held at fair value continued
| Movement in | ||||||
| unrealised | ||||||
| Realised gains/ | (depreciation)/ | |||||
| 31 March | (losses) | appreciation | 31 March | |||
| 2024 | Additions | Disposals | in the year | at year end | 2025 | |
| £’000 | £’000 | £’000 | £'000 | £'000 | £'000 | |
Unlisted investments | 2,892 | - | (1,059) | 1,059 | (2,892) | - |
| Investment properties | ||||||
- Industrial | 38,388 | 21,932 | - | (9) | 1,208 | 61,519 |
41,280 | 21,932 | (1,059) | 1,050 | (1,684) | 61,519 |
| Weighted average estimated | ||||
| rental value | Weighted average | |||
| (per square foot) | capitalisation rates | |||
2025 | 2024 | 2025 | 2024 | |
Investment property | £23.96 | £25.60 | 5.8% | 5.4% |
| 2025 | 2024 | |
| Estimated movement in fair value of investment properties arising from | £’000 | £’000 |
Increase in rental value by 5% | 2,899 | 1,888 |
Decrease in rental value by 5% | (2,872) | (1,920) |
Increase in yield by 0.5% | (5,155) | (3,534) |
Decrease in yield by 0.5% | 6,196 | 4,231 |
Annual Report & Accounts 2025 91
| 2025 | 2024 | |
| £'000 | £’000 | |
Equity investments held at fair value | 1,024,826 | 1,073,719 |
Investment properties | 61,519 | 38,388 |
CFD long gross exposure | 132,508 | 120,549 |
Total Investment Exposure | 1,218,853 | 1,232,656 |
| 2025 | 2025 | 2024 | 2024 | |
| Increase | Decrease | Increase | Decrease | |
| in fair value | in fair value | in fair value | in fair value | |
| £'000 | £'000 | £’000 | £’000 | |
Revenue return | (70) | 70 | (71) | 71 |
Capital return | 163,021 | (163,021) | 167,542 | (167,542) |
Change to the profit after tax for the year/shareholders’ funds | 162,951 | (162,951) | 167,471 | (167,471) |
| Change to total earnings per Ordinary | ||||
share | 51.35p | (51.35)p | 52.77p | (52.77)p |
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
TR Property Investment Trust plc92
Notes to the financial statements
continued
11 Financial instruments continued
| Swedish | |||||
| Sterling | Euro | Krona | Other | Total | |
| 2025 | £'000 | £'000 | £'000 | £'000 | £'000 |
| Receivables (due from brokers, dividends | |||||
and other income receivable) | 3,018 | 60,088 | 2 | 1,815 | 64,923 |
Cash at bank and on deposit | 5,041 | 1,519 | 1,022 | 4,094 | 11,676 |
Bank loans, loan notes and overdrafts | - | (108,791) | - | - | (108,791) |
Payables (due to brokers, accruals and other payables) | (2,163) | (642) | - | - | (2,805) |
FX forwards | (120,348) | 42,552 | 39,825 | 38,051 | 80 |
| Total foreign currency exposure on net | |||||
monetary items | (114,452) | (5,274) | 40,849 | 43,960 | (34,917) |
Equity investments held at fair value | 388,795 | 445,627 | 117,881 | 72,523 | 1,024,826 |
Investment properties | 61,519 | - | - | - | 61,519 |
Non-current assets | 1,809 | - | - | - | 1,809 |
Non-current liabilities | (15,000) | - | - | - | (15,000) |
Total currency exposure | 322,671 | 440,353 | 158,730 | 116,483 | 1,038,237 |
Currency exposure (% terms) | 31.1% | 42.4% | 15.3% | 11.2% | 100.0% |
| Swedish | |||||
| Sterling | Euro | Krona | Other | Total | |
| 2024 | £’000 | £’000 | £’000 | £’000 | £'000 |
| Receivables (due from brokers, dividends | |||||
and other income receivable) | 1,060 | 52,930 | 2,893 | 1,315 | 58,198 |
Cash at bank and on deposit | 13,473 | 2,913 | 221 | 2,538 | 19,145 |
Payables (due to brokers, accruals and other payables) | (11,442) | (4,430) | (1,244) | - | (17,116) |
FX forwards | (40,154) | 46,707 | (14,358) | 7,819 | 14 |
| Total foreign currency exposure on net | |||||
monetary items | (37,063) | 98,120 | (12,488) | 11,672 | 60,241 |
Equity investments held at fair value | 376,567 | 413,441 | 192,647 | 91,064 | 1,073,719 |
Investment properties | 38,388 | - | - | - | 38,388 |
Non-current assets | 903 | - | - | - | 903 |
Non-current liabilities | (15,000) | (42,748) | - | - | (57,748) |
Total currency exposure | 363,795 | 468,813 | 180,159 | 102,736 | 1,115,503 |
Currency exposure (% terms) | 32.6% | 42.0% | 16.2% | 9.2% | 100.0% |
Annual Report & Accounts 2025 93
11 Financial instruments continued
Year ended March 2025 | Year ended March 2024 | |||||
| Revenue | Capital | Total | Revenue | Capital | Total | |
| Return | Return | Return | Return | Return | Return | |
| Strengthening of sterling | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
Euro | (2,930) | (57,499) | (60,429) | (3,459) | (61,550) | (65,009) |
Swedish Krona | (247) | (20,680) | (20,927) | (325) | (23,461) | (23,786) |
Other currencies | (350) | (9,447) | (9,797) | (346) | (13,382) | (13,728) |
Net earnings attributable to Shareholders | (3,527) | (87,626) | (91,153) | (4,130) | (98,393) | (102,523) |
| Change to earnings per Ordinary | ||||||
share | (1.11)p | (27.61)p | (28.72)p | (1.30)p | (31.01)p | (32.31)p |
Year ended March 2025 | Year ended March 2024 | |||||
| Revenue | Capital | Total | Revenue | Capital | Total | |
| Return | Return | Return | Return | Return | Return | |
| Weakening of sterling | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 |
Euro | 3,799 | 77,835 | 81,634 | 4,523 | 83,307 | 87,830 |
Swedish Krona | 292 | 27,995 | 28,287 | 371 | 31,767 | 32,138 |
Other currencies | 447 | 12,788 | 13,235 | 435 | 18,115 | 18,550 |
Net earnings attributable to Shareholders | 4,538 | 118,618 | 123,156 | 5,329 | 133,189 | 138,518 |
| Change to earnings per Ordinary | ||||||
share | 1.43p | 37.38p | 38.81p | 1.68p | 41.97p | 43.65p |
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
TR Property Investment Trust plc94
Notes to the financial statements
continued
11 Financial instruments continued
Management of the risk continued
| Interest | 2025 | 2024 | ||
| Financial assets/(liabilities) | Rate Type | Interest Rate Basis | £'000 | £'000 |
| Assets: | ||||
Collateral exposure | Floating | Margin plus SONIA or currency equivalent | 64,115 | 57,468 |
| Liabilities: | ||||
Loan notes exposure | Fixed | €50m and £15m at 1.92% and 3.59% | (56,843) | (57,748) |
| respectively | ||||
Multi-currency loan exposure | Floating | Margin plus SONIA or currency equivalent | (66,948) | - |
| 2025 | 2025 | 2024 | 2024 | |
| 2% | 2% | 2% | 2% | |
| Increase | Decrease | Increase | Decrease | |
| in fair value | in fair value | in fair value | in fair value | |
| £'000 | £'000 | £'000 | £'000 | |
Revenue return | 497 | (497) | 645 | (645) |
Capital return | (1,393) | 1,393 | (650) | 650 |
Change in the profit after tax for the year / shareholders funds | (896) | 896 | (5) | 5 |
| Change to total earnings per Ordinary | ||||
share | (0.28)p | 0.28p | (0.00)p | 0.00p |
Annual Report & Accounts 2025 95
11 Financial instruments continued
| Less than | Within | Within | More than | ||
| 1 year | 1-3 years | 3-5 years | 5 years | Total | |
| At 31 March 2025 | £'000 | £'000 | £'000 | £'000 | £’000 |
Bank loans* | 66,948 | - | - | - | 66,948 |
Loan notes | 41,843 | - | - | 15,000 | 56,843 |
Projected interest cash flows on bank and loan notes | 1,458 | 1,077 | 1,077 | 539 | 4,151 |
Securities and properties purchased for future settlement | 1,339 | - | - | - | 1,339 |
Accruals and deferred income | 967 | - | - | - | 967 |
Other payables | 10 | - | - | - | 10 |
112,565 | 1,077 | 1,077 | 15,539 | 130,258 |
| Less than | Within | Within | More than | ||
| 1 year | 1-3 years | 3-5 years | 5 years | Total | |
| At 31 March 2024 | £'000 | £'000 | £'000 | £'000 | £’000 |
Bank loans* | - | - | - | - | - |
Loan notes | - | 42,748 | - | 15,000 | 57,748 |
Projected interest cash flows on bank and loan notes | 1,359 | 1,898 | 1,077 | 1,077 | 5,411 |
Securities and properties purchased for future settlement | 5,561 | - | - | - | 5,561 |
Accruals and deferred income | 11,085 | - | - | - | 11,085 |
Other payables | 10 | - | - | - | 10 |
18,015 | 44,646 | 1,077 | 16,077 | 79,815 |
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
TR Property Investment Trust plc96
Notes to the financial statements
continued
11 Financial instruments continued
| 2025 | 2025 | 2024 | 2024 | |
| Balance | Maximum | Balance | Maximum | |
| Sheet | exposure | Sheet | exposure | |
| £'000 | £'000 | £’000 | £’000 | |
Other receivables | 65,003 | 65,003 | 58,212 | 58,212 |
Cash and cash equivalents | 11,676 | 11,676 | 19,145 | 19,145 |
76,679 | 76,679 | 77,357 | 77,357 |
2025 | 2024 | |||
| Net amounts | Net amounts | |||
| of financial | of financial | |||
| assets/ | assets/ | |||
| (liabilities) | (liabilities) | |||
| presented in the | Cash collateral | presented in the | Cash collateral | |
| balance sheet | pledged | balance sheet | pledged | |
| £'000 | £'000 | £’000 | £’000 | |
| CFD positions: | ||||
Goldman Sachs | 1,533 | 52,430 | 6,098 | 38,233 |
Morgan Stanley | - | - | n/a | n/a |
UBS | 155 | 9 | n/a | n/a |
Total CFD positions | 1,688 | 52,439 | 6,098 | 38,233 |
| FX forward contracts: | ||||
HSBC | 80 | - | 14 | - |
Annual Report & Accounts 2025 97
11 Financial instruments continued
| Group | Company | Group | Company | |
| 2025 | 2025 | 2024 | 2024 | |
| Amounts falling due within one year: | ||||
Securities and properties sold for future settlement | - | - | 2,891 | 2,891 |
| Foreign exchange forward contracts | ||||
for settlement | 80 | 80 | 14 | 14 |
Tax recoverable | 4,718 | 4,718 | 4,396 | 4,396 |
Prepayments and accrued income 1 | 5,640 | 5,640 | 5,258 | 5,258 |
Amounts receivable in respect of Contracts for difference | 1,854 | 1,854 | 6,099 | 6,099 |
CFD margin cash | 52,439 | 52,439 | 38,323 | 38,323 |
Other receivables | 272 | 277 | 1,231 | 1,236 |
65,003 | 65,008 | 58,212 | 58,217 |
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
TR Property Investment Trust plc98
Notes to the financial statements
continued
| Group | Company | Group | Company | |
| 2025 | 2025 | 2024 | 2024 | |
| £'000 | £'000 | £’000 | £’000 | |
| Current liabilities | ||||
Loan Notes EUR 1.92% 2026 | 41,843 | 41,843 | - | - |
Bank loans and overdrafts | 66,948 | 66,948 | - | - |
| Securities and properties purchased | ||||
for future settlement | 1,339 | 1,339 | 5,561 | 5,561 |
Amounts due to subsidiaries | - | 36,304 | - | 36,320 |
Amounts payable in respect of Contracts for Difference | 166 | 166 | 1 | 1 |
Tax payable | 2 | - | 459 | 457 |
Accruals and deferred income | 1,288 | 1,259 | 11,085 | 11,056 |
Other payables | 10 | - | 10 | - |
111,596 | 147,859 | 17,116 | 53,395 | |
| Non-current liabilities | ||||
Loan Notes EUR 1.92% 2026 | - | - | 42,748 | 42,748 |
Loan Notes GBP 3.59% 2031 | 15,000 | 15,000 | 15,000 | 15,000 |
15,000 | 15,000 | 57,748 | 57,748 |
| Loan notes | Bank loans | Total | |
| Group and Company | £'000 | £'000 | £'000 |
Opening liabilities from financing activities at 31 March 2024 | 57,748 | - | 57,748 |
| Cash flows: | |||
Drawdown of bank loans | - | 115,356 | 115,356 |
Repayment of bank loans | - | (48,233) | (48,233) |
| Non Cash flows: | |||
Movement on foreign exchange | (905) | (175) | (1,080) |
Closing liabilities from financing activities at 31 March 2025 | 56,843 | 66,948 | 123,791 |
Annual Report & Accounts 2025 99
| Issued, allotted | ||
| Number | and fully paid £'000 | |
| Ordinary shares of 25p | ||
At 1 April 2024 | 317,350,980 | 79,338 |
At 31 March 2025 | 317,350,980 | 79,338 |
Revenue reserve | Capital Reserve | Total retained earnings | ||||
| Group | Company | Group | Company | Group | Company | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Movements in the year: | ||||||
| Realised losses on listed and unlisted | ||||||
investments sold in the year (note 10) | - | - | (2,869) | (2,869) | (2,869) | (2,869) |
Movement in unrealised gains/(losses) on investments held at the year end (note 10) | - | - | (64,470) | (64,486) | (64,470) | (64,486) |
| Net returns on contracts for difference | ||||||
(notes 2 and 10) | 6,156 | 6,156 | 4,997 | 4,997 | 11,153 | 11,153 |
Net movement in foreign exchange gains | - | - | 346 | 346 | 346 | 346 |
Total Income (notes 2, 3 and 4) | 46,864 | 46,864 | - | - | 46,864 | 46,864 |
Total operating expenses (notes 5 and 6) | (3,038) | (3,022) | (5,993) | (5,993) | (9,031) | (9,015) |
Finance costs (note 7) | (1,873) | (1,873) | (5,622) | (5,622) | (7,495) | (7,495) |
Taxation (note 8) | (6,907) | (6,907) | 4,968 | 4,968 | (1,939) | (1,939) |
Return attributable to Shareholders | 41,202 | 41,218 | (68,643) | (68,659) | (27,441) | (27,441) |
Dividends paid in the year (note 17) | (49,825) | (49,825) | - | - | (49,825) | (49,825) |
Balance as at 31 March 2024 | 61,808 | 69,764 | 887,224 | 879,268 | 949,032 | 949,032 |
Balance as at 31 March 2025 | 53,185 | 61,157 | 818,581 | 810,609 | 871,766 | 871,766 |
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
TR Property Investment Trust plc100
17 Dividends
| 2025 | 2024 | |||
Dividends paid in the year on Ordinary shares | Record date | Payment date | £'000 | £'000 |
Final dividend for the year ended 31 March 2023 of | 30-Jun-23 | 01-Aug-23 | - | 31,259 |
Interim dividend for the year ended 31 March 2024 of 5.65p | 15-Dec-23 | 11-Jan-24 | - | 17,931 |
Final dividend for the year ended 31 March 2024 of | 28-Jun-24 | 01-Aug-24 | 31,894 | - |
Interim dividend for the year ended 31 March 2025 of 5.65p | 13-Dec-24 | 10-Jan-25 | 17,931 | - |
49,825 | 49,190 |
| 2025 | 2024 | |||
Dividends paid/payable in the year on Ordinary shares | Record date | Payment date | £'000 | £'000 |
Interim dividend for the year ended 31 March 2024 of 5.65p | 15-Dec-23 | 11-Jan-24 | - | 17,931 |
Final dividend for the year ended 31 March 2024 of 10.05p | 28-Jun-24 | 01-Aug-24 | - | 31,894 |
Interim dividend for the year ended 31 March 2025 of 5.65p | 13-Dec-24 | 10-Jan-25 | 17,931 | - |
Final dividend for the year ended 31 March 2025 of | 27-Jun-25 | 30-Jul-25 | 32,528 | - |
50,459 | 49,825 |
The Directors have proposed a final dividend in respect of the year ended 31 March 2025 of 10.25p payable on 30 July
2025 to all shareholders on the register at close of business on 27 June 2025.
The final dividend has not been included as a liability in these financial statements in accordance with IAS 10 "Events after
the reporting period".
The total dividends paid and payable in respect of the financial year for the purposes of the income retention test for
Section 1159 of the Corporation Tax Act 2010 are shown in the second table above.
18 Net asset value per ordinary share
Net asset value per Ordinary share is based on the net assets attributable to Ordinary shares of £1,038,237,000 (2024:
£1,115,503,000) and on 317,350,980 (2024: 317,350,980) Ordinary shares in issue at the year end.
Notes to the financial statements
continued
Annual Report & Accounts 2025 101
Name | Reg. Number | Principal Activities |
New England Properties Limited | 788895 | Non-trading company |
The Colonnades Limited | 2826672 | Non-trading company |
Showart Limited | 2500726 | Non-trading company |
Trust Union Properties Residential Developments Limited | 2365875 | Non-trading company |
The Property Investment Trust Ltd | 2415846 | Non-trading company |
The Real Estate Investment Trust Limited | 2416015 | Non-trading company |
The Terra Property Investment Trust Limited | 2415843 | Non-trading company |
Trust Union Property Investment Trust Limited | 2416017 | Non-trading company |
Trust Union Properties (Number Five) Limited | 2415839 | Non-trading company |
Trust Union Properties (Number Six) Limited | 2416018 | Non-trading company |
Trust Union Properties (Number Seven) Limited | 2415836 | Non-trading company |
Trust Union Properties (Number Eight) Limited | 2416019 | Non-trading company |
Trust Union Properties (Number Nine) Limited | 2415833 | Non-trading company |
Trust Union Properties (Number Ten) Limited | 2416021 | Non-trading company |
Trust Union Properties (Number Eleven) Limited | 2415830 | Non-trading company |
Trust Union Properties (Number Twelve) Limited | 2416022 | Non-trading company |
Trust Union Properties (Number Thirteen) Limited | 2415818 | Non-trading company |
Trust Union Properties (Number Fourteen) Limited | 2416024 | Non-trading company |
Trust Union Properties (Number Fifteen) Limited | 2416026 | Non-trading company |
Trust Union Properties (Number Seventeen) Limited | 2416027 | Non-trading company |
Trust Union Properties (Number Eighteen) Limited | 2415768 | Non-trading company |
Trust Union Properties (Bayswater) Limited | 2416030 | Property investment |
Trust Union Properties (Cardiff) Limited | 2415772 | Non-trading company |
Trust Union Properties (Theale) Limited | 2416031 | Non-trading company |
Trust Union Properties (Number Twenty-Two) Limited | 2415765 | Non-trading company |
Trust Union Properties (Number Twenty-Three) Limited | 2416036 | Non-trading company |
Skillion Finance Limited | 2420758 | Non-trading company |
Trust Union Finance (1991) Plc | 2663561 | Investment financing |
FGH Developments Limited | 1481476 | Non-trading company |
FGH Developments (Aberdeen) Limited | SC68799 | Non-trading company |
FGH (Newcastle) Limited | 1466619 | Non-trading company |
NEP (1994) Limited | 977481 | Non-trading company |
New England Developments Limited | 1385909 | Non-trading company |
New England Investments Limited | 2613905 | Non-trading company |
New England Retail Properties Limited | 1447221 | Non-trading company |
New England (Southern) Limited | 1787371 | Non-trading company |
Sapco One Limited | 803940 | Non-trading company |
Trust Union Properties Limited | 2134624 | Non-trading company |
Trust Union Finance Limited | 1233998 | Investment holding and finance company |
TR Property Finance Limited | 2415941 | Investment holding and finance company |
Trust Union Properties (South Bank) Limited | 2420097 | Non-trading company |
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
TR Property Investment Trust plc102
20 Subsidiaries continued
| 2025 | 2024 | |
| £’000 | £’000 | |
The Colonnades Limited | 23,101 | 23,101 |
TR Property Finance Limited | 13,223 | 13,239 |
New England Properties Limited | (20) | (20) |
36,304 | 36,320 |
22 Subsequent events
There are no events to report that have occurred subsequent to the financial year end.
Notes to the financial statements
continued
Annual Report & Accounts 2025 103
Glossary
and AIFMD
disclosure
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
104 TR Property Investment Trust plc
1.0 Alternative Performance Measures
Alternative Performance Measures are numerical
measures of the Company’s current or historical
performance, financial position or cash flows, other
than the financial measures defined or specified in the
Financial Statements.
The measures defined below are considered to be
Alternative Performance Measures. They are viewed as
particularly relevant and are frequently quoted for closed
ended investment companies.
Key Performance Indicators
The Board assesses the performance of the Manager
in meeting the Company’s objective against a number
of Key Performance Indicators, which are considered to
be Alternative Performance Measures. Details of these
calculations are set out below.
Total Return
The NAV Total Return is calculated by reinvesting the
dividends in the assets of the Company from the relevant
ex-dividend date. Dividends are deemed to be reinvested
on the ex-dividend date as this is the protocol used
by the Company’s benchmark and other indices. The
Share Price Total Return is calculated by reinvesting the
dividends in the shares of the Company from the relevant
ex-dividend date.
Ongoing Charges
The Ongoing Charges ratio has been calculated in
accordance with the guidance issued by the AIC as the
total of investment management fees and administrative
expenses expressed as a percentage of the average
Net Asset Values throughout the year. The definition of
administrative expenses does include property related
expenses, the Ongoing Charges calculation is shown
inclusive and exclusive of these expenses to allow
comparison of the direct administrative and management
charges with the majority of Investment Trusts which do
not hold any direct property investments.
Alternative Performance Measures, Glossary
and AIFMD disclosure
Year to
31 March
2025 NAV
Share
Price
NAV/share price per share at
31 March 2024 (pence) 351.5 325.0
NAV/share price per share at
31 March 2025 (pence) 327.2 294.0
Change in year (6.9%) (9.5%)
Impact of dividends reinvested 4.4% 4.6%
Total Return for the year (2.5%) (4.9%)
Year to
31 March
2024 NAV
Share
Price
NAV/share price per share at
31 March 2023 (pence) 305.1 279.0
NAV/share price per share at
31 March 2024 (pence) 351.5 325.0
Change in year 15.2% 16.5%
Impact of dividends reinvested 5.9% 6.4%
Total Return for the year 21.1% 22.9%
Year to
31 March
2025
Including
Performance
Fees
£’000
Excluding
Performance
Fees
£’000
Excluding
Performance
Fees & Direct
Property Costs
£'000
Managers
fees (note 5) 6,996 6,352 6,352
Other
administrative
expenses
(note 6) 2,035 2,035 2,035
Property costs
(note 3) 211 211 -
Less: Non
recurring
expenses - - -
Net expenses 9,242 8,598 8,387
Average net
assets 1,102,145 1,102,145 1,102,145
Ongoing
Charges 0.84% 0.78% 0.76%
Year to
31 March
2024
Including
Performance
Fees
£’000
Excluding
Performance
Fees
£’000
Excluding
Performance
Fees & Direct
Property Costs
£'000
Managers
fees (note 5) 16,135 6,053 6,053
Other
administrative
expenses
(note 6) 1,911 1,911 1,911
Property costs
(note 3) 357 357 -
Less: Non
recurring
expenses - - -
Net expenses 18,403 8,321 7,964
Average net
assets 1,016,888 1,016,888 1,016,888
Ongoing
Charges 1.81% 0.82% 0.78%
Annual Report & Accounts 2025 105
Net Debt
Net debt is the total value of loan notes, loans (including
notional exposure to CFDs) less cash as a proportion of
net asset value.
The net gearing has been calculated as follows:
Group
2025
£’000
Group
2024
£’000
Loan notes 56,843 57,748
Bank loans 66,948 -
CFD positions (notional exposure) 132,508 120,549
Less: Cash and cash equivalent (11,676) (19,145)
Less: Cash collateral (included within
‘Other receivables’ in Note 12) (52,439) (38,323)
192,184 120,829
Equity shareholders’ funds 1,038,237 1,115,503
Net gearing 18.5% 10.8%
2.0 Glossary of terms and
definitions AIFMD
The Alternative Fund Managers Directive is European
legislation which created a European wide framework
for regulating the managers of “alternative investment
funds” (AIFs). It is designed to regulate any fund which
is not a UCITS (Undertakings for Collective Investment
in Transferable Securities) fund and which is managed
or marketed in the EU.
AIC
The Association of Investment Companies, the
representative body for closed-ended investment
companies.
Alternative Performance Measure
A financial measure of financial performance or financial
position other than a financial measure defined or
specified in the accounting statements.
Key Information Document
Under the PRIIPs Regulations a short, consumer friendly
Key Information Document is required setting out the
key features, risks, rewards and costs of the PRIIP and
is intended to assist investors to better understand the
Trust and make comparisons between Trusts.
The document includes estimates of investment
performance under a number of scenarios. These
calculations are prescribed by the regulation and are
based purely on recent historical data. It is important
for investors to note that there is no judgement applied
and these do not in any way reflect the Board or
Manager’s views.
Key Performance Indicator ('KPI')
A KPI is a quantifiable measure that evaluates how
successful the Company is in meeting its objectives. The
Company’s KPIs are disclosed on pages 34 and 35.
MiFID
The Markets in Financial Instruments Directive is the EU
legislation that regulates firms who provide services to
clients linked to “financial instruments” (shares, bonds,
units in collective investment schemes and derivatives)
and the venues where those instruments are traded.
Net Asset Value (NAV) per share
The value of total assets less liabilities (including
borrowings) divided by the number of shares in issue.
Compound Annual Dividend Growth
This is calculated by taking the final dividend
(a)
in the time
series, divided by the initial dividend
(b)
in the period, raised
to the power of 1 divided by the number of years
(c)
in the
series.
5 year period:
a
b
c
]
]
]
]
15.90
14.00
5
= 1.9%
Premium/(Discount)
The amount by which the market price of a share of an
investment trust company is higher or lower than the Net
Asset Value per share expressed as a percentage of the
NAV per share. If the share price is lower than the NAV per
share, the shares are trading at a discount and if the share
price is higher than the NAV per share the shares are
trading at a premium.
2025
pence
2024
pence
Net Asset Value per share (a) 327.2 351.5
Share price per share (b) 294.0 325.0
Premium or (Discount) c= (b-a)/a (c) (10.1%) (7.5%)
An average premium or discount is calculated by taking
the sum of each daily premium and discount for the
period under review, divided by the number of days in the
given period.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
106 TR Property Investment Trust plc
The leverage limits are set by the AIFM and approved
by the Board and are in line with the limits set out in the
Company’s Articles of Association.
This should not be confused with the gearing set out
in the Financial Highlights which is calculated under
the traditional method set out by the Association of
Investment Companies. The AIFM is also required to
comply with the gearing parameters set by the Board in
relation to borrowings.
Leverage exposure
Gross
method
Commitment
method
Maximum permitted limit 200% 200%
Actual 124% 120%
3.0 Alternative investment fund managers
directive ('AIFMD')
In accordance with the AIFMD, information in relation
to the Company’s leverage and remuneration of the
Company’s AIFM, Columbia Threadneedle Investment
Business Limited, is required to be made available to
investors. Detailed regulatory disclosures including
those on the AIFM’s remuneration policy are available on
the Columbia Threadneedle website or from Columbia
Threadneedle on request. The numerical remuneration
disclosures in relation to the AIFM’s first relevant
accounting period will be made available in due course.
Leverage
Under the AIFM Directive, it is necessary for AIFs
to disclose their leverage in accordance with
prescribed calculations.
Although leverage is often used as another term for
gearing, under the AIFMD leverage is specifically defined.
Two types of leverage calculations are defined; the gross
and commitment methods. These methods summarily
express leverage as a ratio of the exposure of the AIF
against its net asset value. ‘Exposure’ typically includes
debt, the value of any physical properties subject to
mortgage, non-sterling currency, equity or currency
hedging at absolute notional values (even those held
purely for risk reduction purposes, such as forward
foreign exchange contracts held for currency hedging)
and derivative exposure (converted into the equivalent
underlying positions). The commitment method nets
off derivative instruments, while the gross method
aggregates them.
The table below sets out the current maximum permitted
limit and the actual level of leverage for the Company as
at 31 March 2025:
Alternative Performance Measures, Glossary and AIFMD disclosure
continued
Annual Report & Accounts 2025 107
Notice of AGM
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
108 TR Property Investment Trust plc
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting
of TR Property Investment Trust plc (the ‘Company’) will
be held at the Royal Automobile Club, 89/91 Pall Mall,
London SW1Y 5HS on Wednesday 23 July 2025 at 2.30
pm for the purpose of transacting the following business:
To consider and, if thought fit, pass the following
Resolutions, of which Resolutions 1 to 11 and Resolution
14 will be proposed as Ordinary Resolutions and
Resolutions 12 and 13 shall be proposed as Special
Resolutions:
1 To receive the Report of the Directors and the
Audited Accounts for the year ended 31 March 2025.
2 To approve the Directors’ Remuneration Report
(excluding the Directors’ Remuneration Policy) for the
year ended 31 March 2025.
3 To declare a final dividend of 10.25p per Ordinary share.
4 To re-elect Kate Bolsover as a Director.
5 To re-elect Sarah-Jane Curtis as a Director.
6 To re-elect Tim Gillbanks as a Director.
7 To re-elect Busola Sodeinde as a Director.
8 To re-elect Andrew Vaughan as a Director.
9 To re-appoint KPMG LLP (the ‘Auditor’) as Auditor of
the Company to hold office until the conclusion of
the next Annual General Meeting of the Company.
10 To authorise the Directors to determine the
remuneration of the Auditor.
Special business
Ordinary resolution
11 THAT, in substitution for all such existing authorities,
the Directors be generally and unconditionally
authorised pursuant to and in accordance with
Section 551 of the Companies Act 2006 (the ‘Act’)
to exercise all the powers of the Company to allot
shares in the Company and to grant rights to
subscribe for, or to convert any security into, shares
in the Company up to a nominal value of £26,181,455
(being approximately 33% of the total issued share
capital of the Company as at the latest practicable
date prior to publication of this Notice) provided that
this authority shall expire at the conclusion of the
Annual General Meeting of the Company in 2026
(or, if earlier, at the close of business on 22 October
2026), save that the Company shall be entitled to
make offers or agreements before the expiry of this
authority which would or might require shares to
be allotted or rights to be granted after such expiry
and the Directors shall be entitled to allot shares
and grant rights pursuant to any such offers or
agreements as if this authority had not expired.
Special resolutions
12 THAT, in substitution for all such existing authorities
and subject to the passing of Resolution 11 set
out above, the Directors be empowered pursuant
to Section 570 and Section 573 of the Act to allot
equity securities (as defined in Section 560 of the
Act) for cash pursuant to the authority conferred by
Resolution 11 above and/or to sell shares held by the
Company as treasury shares for cash as if Section
561 of the Act did not apply to any such allotment or
sale, provided that this power shall be limited:
(a) to the allotment of equity securities and sale
of treasury shares for cash in connection with
an offer of, or invitation to apply for, equity
securities:
(i) to shareholders in proportion (as nearly
as may be practicable) to their existing
holdings; and
(ii) to holders of other equity securities, as
required by the rights of those securities, or
as the Board otherwise considers necessary;
and so that the Board may impose any limits or
restrictions and make any arrangements which it
considers necessary or appropriate to deal with
treasury shares, fractional entitlements, record
dates, legal, regulatory or practical problems in,
or under the laws of, any territory or any other
matter; and
(b) in the case of the authority granted under
Resolution 11 and/or in the case of any sale
of treasury shares for cash, to the allotment
(otherwise than under paragraph (i) above)
of equity securities or sale of treasury shares
up to a nominal amount of £7,933,774 (being
approximately 10% of the total issued share
capital of the Company as at the latest practicable
date prior to publication of the notice of meeting),
the power given by this resolution shall expire
upon the expiry of the authority conferred by
Resolution 11 above, save that the Company
shall be entitled to make offers or agreements
before expiry of such power which would or might
require equity securities to be allotted after such
expiry and the Directors shall be entitled to allot
equity securities pursuant to any such offer or
agreement as if the power conferred hereby had
not expired.
Annual Report & Accounts 2025 109
13 THAT the Company be and is hereby generally and
unconditionally authorised in accordance with
Section 701 of the Act to make one or more market
purchases (within the meaning of Section 693(4) of
the Act) of Ordinary shares of 25p each in the capital
of the Company on such terms and in such manner
as the Directors may from time to time determine
provided that:
(a) the maximum number of Ordinary shares in the
Company hereby authorised to be purchased shall
be 14.99% of the Company’s Ordinary shares in
issue at the date of the Annual General Meeting
(equivalent to 47,570,911 Ordinary shares of 25p
each at 6 June 2025, the latest practicable date
prior to publication of this Notice);
(b) the maximum price (exclusive of expenses)
which may be paid for any such share shall not
be more than the higher of:
(i) 105% of the average of the middle market
quotations for an Ordinary share in the
Company as taken from the London Stock
Exchange Daily Official List for the five
business days immediately preceding the
date on which the Company agrees to buy
the shares concerned; and
(ii) the higher of the price of the last independent
trade and the highest current independent bid
for an Ordinary share in the Company on the
trading venue where the purchase is carried
out at the relevant time; and
(c) the minimum price (exclusive of expenses)
which may be paid for an Ordinary share in the
Company shall be 25p, being the nominal value
per Ordinary share in the Company;
the authority hereby conferred shall expire at
the conclusion of the Annual General Meeting of
the Company in 2026 (or, if earlier, at the close
of business on 22 October 2026), save that the
Company shall be entitled to enter into a contract
to purchase Ordinary shares in the Company which
will, or may, be completed or executed wholly or
partly after the power expires and the Company may
purchase Ordinary shares pursuant to such contract
as if the power conferred hereby had not expired.
Ordinary resolution
14 THAT the maximum aggregate fees which the
Directors are entitled to receive pursuant to Article
88 of the Company's Articles of Association be
increased to £400,000 per annum.
By Order of the Board
For and on behalf of
Columbia Threadneedle
Investment Business Limited
Company Secretary
18 June 2025
Registered Office:
Company registered in England and Wales.
Company number: 84492
13 Woodstock Street
London W1C 2AG
We will also be streaming the meeting live on the internet
so that those shareholders who cannot attend in person
will be able to view the proceedings. You are welcome to
view the meeting online by following the broadcast link
on our website at: https://www.trproperty.com/
This document is important and requires your
immediate attention. If you are in any doubt as to the
action you should take you should seek your own
advice from a stockbroker, solicitor, accountant or other
independent professional adviser who is authorised
under the Financial Services and Markets Act 2000 if
you are resident in the United Kingdom or, if not, from
another appropriately authorised independent financial
adviser. If you have sold or otherwise transferred all
of your shares, please pass this document, together
with the accompanying documents, to the purchaser
or transferee, or to the person who arranged the sale
or transfer so they can pass these documents to the
person who now holds the shares.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
110 TR Property Investment Trust plc
Notice of Annual General Meeting
continued
Notes
Shareholders intending to attend the AGM are asked to
register their intention as soon as practicable by email
to the following dedicated address:
trpitagm@columbiathreadneedle.com.
Shareholders who are not able or do not wish to attend the
meeting in person will be able to watch a live webcast of the
meeting by following the broadcast link on our website at:
https://www.trproperty.com/. This will include the formal
business of the meeting, the Manager’s presentation
and questions and answers. The webcast will not enable
shareholders to participate in the meeting or to vote.
However, shareholders will be invited to submit questions
through our website, by 12.00 noon on Monday 21 July
2025. Questions may be sent to the following email address:
trpitagm@columbiathreadneedle.com. Questions of a very
similar nature may be grouped together to ensure the orderly
running of the AGM.
1 A member entitled to attend and vote at the meeting
convened by the above Notice is entitled to appoint one
or more proxies to exercise all or any of the rights of the
member to attend, speak and vote in his or her place.
Shareholders are strongly encouraged to submit their
proxy vote in advance of the meeting and to appoint
the Chairman of the meeting as their proxy, rather than
any other named person who may not be permitted to
attend the AGM in the event of restrictions or limits on
attendance. A proxy need not be a shareholder of the
Company. To appoint more than one proxy, the proxy
form should be photocopied and the name of the proxy
to be appointed indicated on each proxy form together
with the number of shares that such proxy is appointed
in respect of. Completion and submission of a proxy
instruction will not preclude a member from attending
and voting in person at the AGM (subject to any
restrictions on physical attendance).
To be valid any proxy form or other instrument
appointing a proxy must be returned by post, by courier
or by hand to the Company’s Registrars, Computershare
Investor Services PLC, The Pavilions, Bridgwater Road,
Bristol BS99 6ZY, or alternatively, by going to www.
eproxyappointment.com and following the instructions
provided. All proxies must be appointed by no later than
48 hours before the time of the AGM. In the case of
joint holders, where more than one of the joint holders
purports to appoint a proxy, only the appointment
submitted by the most senior holder will be accepted.
Seniority is determined by the order in which the names
of the joint holders appear in the Company's Register of
Members in respect of the joint holding (the first named
being deemed the most senior).
2 In order to be able to attend and vote at the AGM or
any adjourned meeting (and also for the purpose of
calculating how many votes a person may cast),
a person must have his or her name entered on
the Company’s Register of Members by 2.30 pm
on 21 July 2025 (or 6.00 pm on the date two days
before any adjourned meeting). Changes to entries
on the Register of Members after this time shall be
disregarded in determining the rights of any person to
attend or vote at the meeting.
Voting will be conducted on a poll at the meeting.
On a poll vote every shareholder will through their
proxy have one vote for every Ordinary share in the
Company of which he or she is the holder.
3 Shareholders should note that it is possible that,
pursuant to requests made by shareholders of the
Company under Section 527 of the Act, the Company
may be required to publish on a website a statement
setting out any matter relating to: (i) the audit of the
Company’s accounts (including the Auditor's Report
and the conduct of the audit) that are to be laid before
the AGM; or (ii) any circumstance connected with
an auditor of the Company ceasing to hold office
since the previous meeting at which annual accounts
and reports were laid in accordance with Section
437 of the Act. The Company may not require the
shareholders requesting any such website publication
to pay its expenses in complying with Sections 527 or
528 of the of the Act. Where the Company is required
to place a statement on a website under Section
527 of the Act, it must forward the statement to
the Company’s auditor not later than the time when
it makes the statement available on the website.
The business which may be dealt with at the AGM
includes any statement that the Company has been
required under Section 527 of the Act to publish on a
website.
4 Any corporation which is a member of the Company
can appoint one or more corporate representatives
who may exercise on its behalf all its powers as a
member provided that they do not do so in relation to
the same shares.
5 The right to appoint a proxy does not apply to persons
whose shares are held on their behalf by another
person and who have been nominated to receive
communication from the Company in accordance
with Section 146 of the Act ('Nominated Persons').
Nominated Persons may have a right under an
agreement with the registered shareholder who holds
shares on their behalf to be appointed (or to have
someone else appointed) as a proxy. Alternatively, if
nominated persons do not have such a right, or do
not wish to exercise it, they may have a right under
such an agreement to give instructions to the person
holding the shares as to the exercise of voting rights.
Annual Report & Accounts 2025 111
6 CREST members who wish to appoint a proxy
or proxies through the CREST electronic proxy
appointment service may do so for the AGM to
be held on 23 July 2025 and any adjournment(s)
thereof by using the procedures described in the
CREST Manual. CREST personal members or other
CREST sponsored members, and those CREST
members who have appointed a voting service
provider should refer to their CREST sponsors or
voting service provider(s), who will be able to take
the appropriate action on their behalf. In order for a
proxy appointment or instruction made by means of
CREST to be valid, the appropriate CREST message
(a ‘CREST Proxy Instruction’) must be properly
authenticated in accordance with Euroclear UK &
Ireland Limited’s specifications and must contain
the information required for such instructions, as
described in the CREST Manual. The message must
be transmitted so as to be received by the Company’s
agent, Computershare Investor Services PLC (CREST
Participant ID: 3RA50), no later than 48 hours before
the time appointed for the meeting. For this purpose,
the time of receipt will be taken to be the time (as
determined by the time stamp applied to the message
by the CREST Application Host) from which the
Company’s agent is able to retrieve the message by
enquiry to CREST in the manner prescribed by CREST.
CREST members and, where applicable, their
CREST sponsor or voting service provider should
note that Euroclear UK & Ireland Limited does not
make available special procedures in CREST for any
particular messages.
Normal system timings and limitations will therefore
apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST
member concerned to take (or, if the CREST member
is a CREST personal member or sponsored member
or has appointed a voting service provider, to procure
that his or her CREST sponsor or voting service
provider takes) such action as shall be necessary
to ensure that a message is transmitted by means
of the CREST system by any particular time. In this
connection, CREST members and, where applicable,
their CREST sponsor or voting service provider
are referred in particular to those sections of the
CREST Manual concerning practical limitations of
the CREST system and timings. The Company may
treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
7 If you are an institutional investor, you may be able
to appoint a proxy electronically via the Proxymity
platform, a process which has been agreed by the
Company and approved by the Registrar. For further
information regarding Proxymity, please go to proxymity.
io. Your proxy must be lodged by 12.00 noon on Monday
21 July 2025 in order to be considered valid. Before
you can appoint a proxy via this process you will need
to have agreed to Proxymity’s associated terms and
conditions. It is important that you read these carefully
as you will be bound by them and they will govern the
electronic appointment of your proxy.
8 Any member attending the meeting (subject to any
restrictions in place at the time of the meeting) has the
right to ask questions. The Company must cause to be
answered any such question relating to the business
being dealt with at the meeting but no such answer
need be given if: (a) to do so would interfere unduly with
the preparation for the meeting or involve the disclosure
of confidential information; (b) the answer has already
been given on a website in the form of an answer to
a question; or (c) it is undesirable in the interests of
the Company or the good order of the meeting that
the question be answered. Questions of a very similar
nature may be grouped together to ensure the orderly
running of the AGM.
9 Unacceptable behaviour on the part of any shareholder
attending the AGM will not be tolerated and the
Chairman has the right to deal with such behaviour as
appropriate.
10 Under section 338 and section 338A of the Act,
members meeting the threshold requirements in those
sections have the right to require the Company (i) to
give, to members of the Company entitled to receive
notice of the meeting, notice of a resolution which
may properly be moved and is intended to be moved
at the meeting and/or (ii) to include in the business to
be dealt with at the meeting any matter (other than a
proposed resolution) which may be properly included in
the business. A resolution may properly be moved or a
matter may properly be included in the business unless
(a) (in the case of a resolution only) it would, if passed,
be ineffective (whether by reason of inconsistency
with any enactment or the company’s constitution or
otherwise), (b) it is defamatory of any person, or (c)
it is frivolous or vexatious. Such a request may be in
hard copy form or in electronic form, must identify the
resolution of which notice is to be given or the matter
to be included in the business, must be authorised by
the person or persons making it, must be received by
the company not later than six clear weeks before the
meeting, and (in the case of a matter to be included
in the business only) must be accompanied by a
statement setting out the grounds for the request.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
112 TR Property Investment Trust plc
Notice of Annual General Meeting
continued
11 As at 6 June 2025 (being the latest practicable day prior
to publication of this Notice), the issued share capital
of the Company was 317,350,980 Ordinary shares of
25p each and no Ordinary shares were held in treasury.
Therefore, the total number of voting rights in the
Company at 6 June 2025 was 317,350,980.
12 The terms of reference of the Audit Committee,
the Management Engagement Committee and the
Nomination & Remuneration Committee and the
Directors’ Letters of Appointment will be available for
inspection for at least 15 minutes prior to and during the
Company’s AGM.
13 You may not use any electronic address provided either
in this Notice or any related documents to communicate
for any purposes other than those expressly stated.
14 The Company may process personal data of attendees
at the Annual General Meeting. This may include
webcasts, photos, recording and audio and video links,
as well as other forms of personal data. The Company
shall process such personal data in accordance with its
privacy policy, which can found at www.trproperty.com/
legal.
15 A copy of this Notice, and other information required
by Section 311A of the Act, can be found on the
Company’s website at: www.trproperty.com
Annual Report & Accounts 2025 113
Explanation of Notice of Annual General Meeting
Resolutions 1, 2 and 3: Accounts,
Directors’ Remuneration Report and
dividend
These are the resolutions which deal with the
presentation of the audited accounts, the approval
of the Directors’ Remuneration Report and the
declaration of the final dividend.
The vote to approve the Remuneration Report is
advisory only and will not require the Company to
alter any arrangements detailed in the report should
the resolution not be passed.
The Board is proposing a final dividend for the year
ended 31 March 2025 of 10.25p per Ordinary share in
the Company. If approved at the AGM, the Company
will pay the dividend on 30 July 2025 to those
shareholders on the Company’s Register of Members
at the close of business on 27 June 2025.
Resolutions 4 to 8: Re-election of
Directors
These resolutions deal with the re-election of Kate
Bolsover, Sarah-Jane Curtis, Tim Gillbanks, Busola
Sodeinde and Andrew Vaughan. In accordance with
the UK Corporate Governance Code, all Directors
retire on an annual basis and have confirmed that
they will offer themselves for re-election.
A performance evaluation has been completed and
the Board has determined that each of the Directors
continues to be effective and demonstrates their
commitment to their role.
Their biographical details, which are set out on pages
43 and 44, demonstrate that the Board has the
appropriate balance of skills, experience,
independence and knowledge to lead the Company.
Accordingly, the Board unanimously recommends
their re-election.
Resolutions 9 and 10: Auditor
These deal with the reappointment of the Auditor,
KPMG LLP, and the authorisation for the Directors to
determine their remuneration.
Resolution 11: Allotment of share capital
The Board considers it appropriate that an authority
be granted to allot shares in the capital of the
Company up to a maximum nominal amount of
£26,181,455 as stated in the resolution (representing
approximately one third of the Company’s issued
share capital as at 6 June 2025, being the latest
practical date prior to publication of this Notice of the
meeting). As at 6 June 2025 the Company does not
hold any shares in treasury.
The Directors have no present intention of exercising
this authority and would only expect to use the
authority if shares could be issued at, or at a
premium to, the Net Asset Value per share.
This authority will expire at the earlier of the
conclusion of the Annual General Meeting of the
Company to be held in 2026 and close of business
on 22 October 2026.
Resolution 12: Disapplication of statutory
pre-emption rights
This Resolution would give the Directors the
authority to allot shares (or sell any shares which
the Company elects to hold in treasury) for cash
without first offering them to existing shareholders in
proportion to their existing shareholdings.
This authority would be limited to allotments or
sales in connection with pre-emptive offers and
offers to holders of other equity securities if required
by the rights of those shares or as the Board
otherwise considers necessary, or otherwise up
to an aggregate nominal amount of £7,933,774.
This aggregate nominal amount represents 10%
of the total issued share capital of the Company
as at 6 June 2025, the latest practicable date prior
to publication of this Notice. If the powers sought
by Resolution12 are used in relation to a non-pre-
emptive offer, the Directors confirm their intention
to follow the shareholder protections in paragraph 1
of Part 2B of the Pre-emption Group’s Statement of
Principles published in November 2022.
This authority will expire at the earlier of the
conclusion of the Annual General Meeting of the
Company to be held in 2026 and close of business
on 22 October 2026.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
114 TR Property Investment Trust plc
Resolution 13: Authority to make market
purchases of the Company’s Ordinary
shares
At the AGM held in 2024, a special resolution was
passed which gave the Directors authority, until the
conclusion of the AGM in 2025, to make market
purchases of the Company’s own issued shares up to a
maximum of 14.99% of the issued share capital.
The Board is proposing that they should be given
renewed authority to purchase the Company’s
Ordinary shares in the market. It believes that to make
such purchases in the market at appropriate times and
prices is a suitable method of enhancing shareholder
value. The Company would, within guidelines set
from time to time by the Board, make either a single
purchase or a series of purchases, when market
conditions are suitable, with the aim of maximising the
benefits to shareholders.
Where purchases are made at prices below the
prevailing Net Asset Value per share, this will enhance
the Net Asset Value for the remaining shareholders.
Therefore purchases would only be made at prices
below Net Asset Value. The Board considers that it
will be most advantageous to shareholders for the
Company to be able to make such purchases as and
when it considers the timing to be favourable and
therefore does not propose to set a timetable for
making any such purchases.
The Companies (Acquisition of Own Shares) (Treasury
Shares) Regulations 2003 enable companies in the
United Kingdom to hold in treasury any of their own
shares they have purchased with a view to possible
resale at a future date, rather than cancelling them.
Ifthe Company does re-purchase any of its shares,
the Directors do not currently intend to hold any of
the shares re-purchased in treasury. The shares so
re-purchased will be cancelled.
The Listing Rules of the Financial Conduct Authority
limit the maximum price (exclusive of expenses) which
may be paid for any such share. It shall not be more
than the higher of:
(i) 105% of the average of the middle market
quotations for an Ordinary share in the Company
as taken from the London Stock Exchange Daily
Official List for the five business days immediately
preceding the date on which the Company agrees
to buy the shares concerned; and
(ii) the higher of the price of the last independent
trade and the highest current independent bid for
an Ordinary share in the Company on the trading
venue where the purchase is carried out.
The minimum price to be paid will be 25p per
Ordinary share in the Company (being the nominal
value). The Listing Rules also limit a listed company
to purchases of shares representing up to 15% of
its issued share capital in the market pursuant to
a general authority such as this. For this reason,
the Company is limiting its authority to make such
purchases to 14.99% of the Company’s Ordinary
shares in issue at the date of the AGM; this is
equivalent to 47,570,911 Ordinary shares of 25p each
(nominal value £11,892,727) as at 6 June 2025, the
latest practicable date prior to publication of this
Notice. The authority will last until the conclusion of
the Annual General Meeting of the Company to be
held in 2026 or, if earlier, the close of business on
22 October 2026.
Resolution 14: Increase maximum
aggregate Directors' fees
The Board is proposing that the maximum aggregate
payable by the Company in Directors' fees in any one
year be increased from £300,000 to £400,000. This
is to ensure that sufficient headroom is maintained
to allow for future increases in fees which are
set at a level to attract and retain individuals of
a high calibre to the Board. It will also allow for
temporary increases in the number of Directors to
ensure effective succession planning. The existing
aggregate fee limit was approved by shareholders on
22 July 2014.
Recommendation
The Board believes that the resolutions contained
in this Notice of Annual General Meeting are in the
best interests of the Company and shareholders as
a whole and recommends that you vote in favour
of them as your Directors intend to do in respect of
their own beneficial shareholdings.
Explanation of Notice of Annual General Meeting
continued
Annual Report & Accounts 2025 115
Shareholder
information
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
116 TR Property Investment Trust plc
Directors and other information
Directors
K Bolsover (Chairman)
S-J Curtis
T Gillbanks
B Sodeinde
A Vaughan
Registeredoffice
Registered number
Registered as an investment company in
England and Wales No. 84492
AIFM and Company Secretary
Columbia Threadneedle Investment
Business Limited
Cannon Place
78 Cannon Street
London EC4N 6AG
Please contact Jonathan Latter for
Company Secretarial and administrative
matters
Portfolio Manager
Thames River Capital LLP, authorised
and regulated by the Financial Conduct
Authority
13 Woodstock Street
London W1C 2AG
Telephone: 020 3530 6375
Fund Manager
M A Phayre-Mudge MRICS
Finance Manager and
Investor Relations
J L Elliott ACA
Deputy Fund Manager
A Lhonneur
Direct Property Manager
G P Gay MRICS
Registrar
Computershare Investor Services PLC
The Pavilions, Bridgwater Road
Bristol BS99 6ZZ
Telephone: 0370 707 1355
Shareholders who hold their shares in
certificated form can check their holdings
with the Registrar, Computershare Investor
Services PLC, via www.investorcentre.co.uk.
Please note that to gain access to your details
on the Computershare site you will need the
holder reference number stated on the top
left hand corner of your share certificate.
Auditor
KPMG LLP
15 Canada Square
London E14 SGL
Stockbrokers
Panmure Gordon (UK) Limited,
One New Change
London EC4M 9AF
Stifel Nicolaus Europe Limited
150 Cheapside
London EC2V 6ET
Solicitors
Slaughter and May
One Bunhill Row
London EC1Y 8YY
Depositary, custodian and fund
administrator
BNP Paribas Securities Services
10 Harewood Avenue
London NW1 6AA
Website
www.trproperty.com
Tax advisers
PricewaterhouseCoopers LLP
Central Square, South Orchard Street
Newcastle upon Tyne NE1 3AZ
Annual Report & Accounts 2025 117
General Shareholder information
Announcement of results
The half year results are announced in late November/
early December.
The full year results are announced in early June.
Annual general meeting
The AGM is held in London in July.
Dividend payment dates
Dividends are usually paid on the Ordinary shares
as follows:
Interim: January
Final: July/August
Dividend payments
Dividends can be paid to shareholders by means of
BACS (Bankers’ Automated Clearing Services); mandate
forms for this purpose are available from the Registrar.
Alternatively, shareholders can write to the Registrar
(the address is given on page 116 of this report) to give
their instructions; these must include the bank account
number, the bank account title and the sort code of the
bank to which payments are to be made.
Dividend re-investment plan (‘DRIP’)
TR Property Investment Trust plc offers shareholders the
opportunity to purchase further shares in the Company
through the DRIP. Please note that following Brexit
shareholders in the European Economic Area (‘EEA’) are
no longer able to participate in the DRIP. DRIP forms
may be obtained from Computershare Investor Services
PLC through their secure website www.investorcentre.
co.uk, or on 0370 707 1355. Charges apply; dealing
commission of 1.25% (subject to a minimum of £2.50).
Government stamp duty of 0.5% also applies.
Share price listings
The estimated Net Asset Value and market price of the
Company’s Ordinary shares, as well as the discount/
premium, are published daily in The Financial Times.
They can also be found on the Company’s website at
www.trproperty.com
Share price information
ISIN GB0009064097
SEDOL 0906409
Bloomberg
TRY.LN Reuters
TRY.L
Datastream TRY
Benchmark
Details of the benchmark are given in the Strategic
Report on page 32 of this Annual Report and Accounts.
The benchmark index is published daily and can
be found on Bloomberg;
FTSE EPRA Nareit Developed Europe Capped Net Total
Return Index in sterling
Bloomberg: TR0RAG Index
Disability Act
Copies of this Annual Report and Accounts and other
documents issued by the Company are available from
the Company Secretary. If needed, copies can be made
available in a variety of formats, including Braille, audio
tape or larger type as appropriate.
You can contact the Registrar, Computershare Investor
Services PLC, which has installed textphones to allow
speech and hearing impaired people who have their own
textphone to contact them directly, without the need
for an intermediate operator, by dialling 0870 702 0005.
Specially trained operators are available during normal
business hours to answer queries via this service.
Alternatively, if you prefer to go through a ‘typetalk’
operator (provided by the Royal National Institute for
Deaf People) you should dial 18001 followed by the
number you wish to dial.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
118 TR Property Investment Trust plc
Nominee share code
Where notification has been provided in advance,
the Company will arrange for copies of shareholder
communications to be provided to the operators of
nominee accounts. Nominee investors may attend
general meetings and speak at meetings when
invited to do so by the Chairman.
CGT base cost
Taxation of capital gains for shareholders who
formerly held Sigma shares
Upon a disposal of all or part of a shareholder’s
holding of Ordinary shares, the impact on the
shareholder’s capital gains tax base cost of the
conversion to Sigma shares in 2007 and the
redesignation to Ordinary shares in 2012 should
be considered.
In respect of the conversion to Sigma in 2007,
agreement was reached with HM Revenue &
Customs (‘HMRC’) to base the apportionment of
the capital gains tax base cost on the proportion
of Ordinary shares that were converted by a
shareholder into Sigma shares on 25 July 2007.
Therefore, if an Ordinary shareholder converted 20%
of their existing Ordinary shares into Sigma shares
on 25 July 2007, the capital gains tax base cost of
the new Sigma shares acquired would be equal to
20% of the original capital gains tax base cost of
the Ordinary shares that they held pre-conversion.
The base cost of their remaining holding of Ordinary
shares would then be 80% of the original capital
gains tax base cost of their Ordinary shares held
pre-conversion.
As part of the re-designation of the Sigma shares
into Ordinary shares in December 2012, a further
shareholder’s agreement was reached with HMRC
that a shareholders capital gains tax base cost in
their new Ordinary shares should be equivalent
to their capital gains base cost in the pre-existing
Sigma shares (i.e. their capital gains base cost under
the existing agreement if applicable).
If in doubt as to the consequences of this agreement
with HMRC, shareholders should consult with their
own professional advisors.
General Shareholder Information
continued
Annual Report & Accounts 2025 119
Investing in TR Property Investment Trust plc
Market purchases
The Company’s shares are listed and traded on the
London Stock Exchange. Investors may purchase
shares through their stockbroker, bank or other financial
intermediary.
Holding shares in certificated form
Investors may hold their investment in certificated form.
Our registrars, Computershare operate a dealing service
which enables investors to buy and sell shares quickly
and easily online without a broker or the need to open a
trading account. Alternatively the Investor Centre allows
investors to manage portfolios quickly and securely,
update details and view balances without annual
charges. Further details are available by contacting
Computershare on 0370 707 1355 or visit
www.investorcentre.co.uk.
The Company offers shareholders the opportunity
to purchase further shares in the company through
the Dividend Re-investment Plan (‘DRIP’) through the
registrar, Computershare. Shareholders can obtain
further information on the DRIP through their secure
website www.investorcentre.co.uk, or by phoning
0370707 1694. Charges do apply. Please note that to
gain access to your details or register for the DRIP on the
Computershare site you will need the holder reference
number stated on the top left hand corner of your share
certificate.
Saving schemes, ISAs and other plans
A number of banks and wealth management
organisations provide Savings Schemes and ISAs
through which UK clients can invest in the Company.
ISA and savings scheme providers do charge dealing
and other fees for operating the accounts, and investors
should read the Terms and Conditions provided by these
companies and ensure that the charges best suit their
planned investment profile. Most schemes carry annual
charges but these vary between provider and product.
Where dealing charges apply, in some cases these are
applied as a percentage of funds invested and others as
a flat charge. The optimum way to hold the shares will be
different for each investor depending upon the frequency
and size of investments to be made.
Details are given below of two providers offering
shares in the Company, but there are many other options.
Interactive investor (‘ii')
Interactive investor provide and administer a range of
self-select investment plans, including tax-advantaged
ISAs and SIPPs (Self-Invested Personal Pension), and
Trading Accounts. For more information, interactive
investor can be contacted on 0345 607 6001, or by
visiting www.ii.co.uk/
Interactive investor offer investors in the Company and
other investment trusts a free online shareholder voting
and information service that enables investors to receive
shareholder communications and, if they wish, to vote on
the shareholdings held in their account.
The Company is also on the interactive super 60 rated list.
Columbia Threadneedle Management Limited (‘CT’)
Columbia Threadneedle offer a number of savings
plans for adults and children, from general investment
accounts to a range of investment ISAs and a Child
Trust Fund. Each product gives you the ability to
invest in a range of investment trust companies. For
more information see inside the back cover. Columbia
Threadneedle can be contacted on 0800 136 420, or visit
ctinvest.co.uk.
Please remember that the value of your investments and
any income from them may go down as well as up. Past
performance is not a guide to future performance. You
may not get back the amount that you invest. If you are in
any doubt as to the suitability of a plan or any investment
available within a plan, please take professional advice.
Saving Schemes and ISAs transferred from Alliance
Trust Savings ('ATS') BNP Paribas
Following the acquisition of Alliance Trust Savings by
interactive investor, ATS self-directed accounts were
transferred to the interactive investor platform on
14thOctober 2019.
In 2012 BNP Paribas closed down the part of their
business that operated Savings Schemes and ISAs.
Investors were given the choice of transferring their
schemes to Alliance Trust Savings (‘ATS’) or to a
provider of their own choice, or to close their accounts
and sell the holdings.
If investors did not respond to the letters from BNP
Paribas, their accounts were transferred to ATS.
Following the acquisition of Alliance Trust Savings by
interactive investor, ATS self-directed accounts were
transferred to the interactive investor platform on
14October 2019.
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
120 TR Property Investment Trust plc
Share fraud and boiler room scams
Shareholders in a number of Investment Trusts have
been approached as part of a share fraud where they
are informed of an opportunity to sell their shares as the
company is subject to a takeover bid. This is not true and
is an attempt to defraud shareholders. The share fraud
also seeks payment of a ‘commission’ by shareholders
to the parties carrying out the fraud.
Shareholders should remain alert to this type of scam
and treat with suspicion any contact by telephone
offering an attractive investment opportunity, such
as a premium price for your shares, or an attempt to
convince you that payment is required in order to release
a settlement for your shares. These frauds may also
offer to sell your shares in companies which have little or
no value or may offer you bonus shares. These so called
‘boiler room’ scams can also involve an attempt to obtain
your personal and/or banking information with which to
commit identity fraud.
The caller may be friendly and reassuring or they may
take a more urgent tone, encouraging you to act quickly
otherwise you could lose money or miss out on a deal.
If you have been contacted by an unauthorised firm
regarding your shares the FCA would like to hear
from you. You can report an unauthorised firm using
the FCA helpline on 0800 111 6768 or by visiting their
website, which also has other useful information,
at www.fca.org.uk.
If you receive any unsolicited investment advice
make sure you get the correct name of the person
and organisation. If the calls persist, hang up. If you
deal with an unauthorised firm, you will not be eligible
to receive payment under the Financial Services
Compensation Scheme.
Please be advised that the Board or the Manager would
never make unsolicited telephone calls of such a nature
to shareholders.
Investing in TR Property Investment Trust plc
continued
Annual Report & Accounts 2025 121
How to invest
One of the most convenient ways to invest in TR Property Investment Trust plc is through
one of the savings plans run by Columbia Threadneedle Investments.
CT Individual Savings Account (ISA)
You can use your ISA allowance to make an annual tax
efficient investment of up to £20,000 for the current tax year
with a lump sum from £100 or regular savings from £25 a
month. You can also transfer any existing ISAs to Columbia
Threadneedle Investments whilst maintaining the tax
benefits.
CT Child Trust Fund (CTF)*
If your child already has a CTF, you can invest up to £9,000
per birthday year, from £100 lump sum or regular savings
from £25 a month. CTFs with other providers can be
transferred to Columbia Threadneedle Investments.
CT Junior Individual Savings Account (JISA)*
A tax efficient way to invest up to £9,000 per tax year for a
child. Contributions start from £100 lump sum or regular
savings from £25 a month. JISAs with other providers can be
transferred to Columbia Threadneedle Investments.
CT General Investment Account (GIA)
This is a flexible way to invest in our range of Investment
Trusts. There are no maximum contributions, and
investments can be made from £100 lump sum or regular
savings from £25 a month.
CT Lifetime Individual Savings Account (LISA)
For those aged 18-39, a LISA could help towards purchasing
your first home or retirement in later life. Invest up to £4,000
for the current tax year and receive a 25% Government bonus
up to £1,000 per year. Invest with a lump sum from £100 or
regular savings from £25 a month.
CT Junior Investment Account (JIA)
This is a flexible way to save for a child in our range of
Investment Trusts. There are no maximum contributions,
and the plan can easily be set up under bare trust (where the
child is noted as the beneficial owner) or kept in your name if
you wish to retain control over the investment. Investments
can be made from £100 lump sum or regular savings from
£25 a month per account.
* The CTF and JISA accounts are opened in the child’s name and they have access to the account at age 18.
** Calls may be recorded or monitored for training and quality purposes.
Charges
Details of the annual account charge along with other charges
that apply can be found on our website www.ctinvest.co.uk.
Annual account charge
ISA/LISA: £60+VAT
GIA: £40+VAT
JISA/JIA/CTF: £25+VAT
You can pay the annual charge from your account, or by direct
debit (in addition to any annual subscription limits).
Dealing charges
£12 per fund (reduced to £0 for deals placed through the online
Columbia Threadneedle Investor Portal) for ISA/GIA/LISA/JIA
and JISA. There are no dealing charges on a CTF.
Dealing charges apply when shares are bought or sold but not
on the reinvestment of dividends or the investment of monthly
direct debits. Government stamp duty of 0.5% also applies on
the purchase of shares.
The value of investments can go down as well as up and
youmaynotgetbackyouroriginalinvestment.Taxbenefits
depend on your individual circumstances and tax allowances
and rules may change. Please ensure you have read the
full Terms and Conditions, Privacy Policy and relevant Key
Features documents before investing. For regulatory purposes,
please ensure you have read the Pre-sales Cost & Charges
disclosure related to the product you are applying for, and the
relevant Key Information Documents (KIDs) for the investment
trusts you want to invest in, these can be found at
ctinvest.co.uk/documents.
How to invest
To open a new Columbia Threadneedle Savings Plan,
apply online at ctinvest.co.uk. Online applications are not
available if you are transferring an existing Savings Plan with
another provider to Columbia Threadneedle Investments, or
if you are applying for a new Savings Plan in more than one
name but paper applications are available at www.ctinvest.
co.uk/documents or by contacting Columbia Threadneedle
Investments.
New customers
Call: 0345 600 3030** (9.00am – 5.00pm, weekdays)
Email: invest@columbiathreadneedle.com
Existing plan holders
Call: 0345 600 3030** (9.00am – 5.00pm, weekdays)
Email: investor.enquiries@columbiathreadneedle.com
By post: Columbia Threadneedle Management Limited,
PO Box 11114, Chelmsford CM99 2DG
You can also invest in the Company through online dealing platforms for private investors that offer share dealing and ISAs. These include:
Barclays Stockbrokers, EQi, Halifax, Hargreaves Lansdown, HSBC, Interactive Investor, Lloyds Bank, The Share Centre
To find out more, visit ctinvest.co.uk
0345 600 3030, 9.00am – 5.00pm, weekdays, calls may be recorded or monitored for training and quality purposes.
Capital at risk.
This material relates to an investment trust and its Ordinary Shares that are traded on the main market of the London Stock Exchange.
The Investor Disclosure Document, Key Information Document (KID), latest annual or interim reports and the applicable terms & conditions are
available from Columbia Threadneedle Investments Cannon Place, 78 Cannon Street, London EC4N 6AG, your financial advisor and/or on our
website www.columbiathreadneedle.com. Please read the Investor Disclosure Document before taking any investment decision. This material
should not be considered as an offer, solicitation, advice or an investment recommendation. This communication is valid at the date of publication
and may be subject to change without notice. Information from external sources is considered reliable but there is no guarantee as to its accuracy
or completeness.
In the UK: Issued by Columbia Threadneedle Management Limited, No. 517895, registered in England and Wales and authorised and regulated in
the UK by the Financial Conduct Authority. © 2025 Columbia Threadneedle Investments. WF261998 (01/25) UK. Expiration Date: 31/01/2026
Overview Strategic report Governance Financial statements Glossary and AIFMD disclosure Notice of AGM Shareholder information
Financial Promotion
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TR PROPERTY INVESTMENT TRUST PLC ANNUAL REPORT 31-03-2025
TR Property investment
Trust PLC is managed by