Norland Estates Limited | TP REIT Propco 2 Limited | |
Asset Cover (ACR) | ||
Asset Cover Ratio Covenant | x2.00 | x1.67 |
Asset Cover Ratio 31 December 2024 | x2.49 | x2.01 |
Blended Net initial yield | 6.59% | 6.23% |
Headroom (yield movement) | 149bps | 119bps |
Interest Cover (ICR) | ||
Interest Cover Ratio Covenant | 1.75x | 1.75x |
Interest Cover Ratio 31 December 2024 | 4.78x | 4.28x |
Headroom (rental income movement) | 63% | 56% |
Year ended 31 December 2024 | Year ended 31 December 2023 | |
£’000 | £’000 | |
Rental income – freehold assets | 36,709 | 37,473 |
Rental income – leasehold assets | 2,363 | 2,366 |
39,072 | 39,839 | |
Expected credit loss | (3,329) | (4,593) |
Insurance charge income | 713 | – |
Insurance charge expense | (713) | – |
Other income | 106 | – |
35,849 | 35,246 |
Year ended 31 December 2024 | Year ended 31 December 2023 | |
£’000 | £’000 | |
Opening expected credit loss provision | (6,666) | (2,073) |
Increase in provision for My Space Housing | (3,329) | (2,962) |
Increase in provision for Parasol | – | (1,631) |
Write off of Parasol debtor | 1,974 | – |
Closing expected credit loss provision | (8,021) | (6,666) |
Year ended 31 December 2024 | Year ended 31 December 2023 | |
£’000 | £’000 | |
Directors’ fees | 275 | 280 |
Employer’s National Insurance Contributions | 32 | 32 |
307 | 312 |
Year ended 31 December 2024 | Year ended 31 December 2023 | |
£’000 | £’000 | |
Management fees | 4,651 | 4,651 |
Termination fees | 3,163 | – |
7,814 | 4,651 |
Year ended 31 December 2024 | Year ended 31 December 2023 | |
£’000 | £’000 | |
Legal and professional fees | 1,356 | 972 |
Marketing costs | 471 | 466 |
Audit fees | 429 | 400 |
AIFM fees | 233 | 216 |
AIFM termination fees | 180 | – |
Administration and secretarial fees | 319 | 318 |
Lease transfer costs | 271 | 11 |
Property costs | 148 | 579 |
Other administrative expenses | 149 | 283 |
3,556 | 3,245 |
Year ended 31 December 2024 | Year ended 31 December 2023 | |
£’000 | £’000 | |
Group audit fees – current year | 280 | 259 |
Subsidiary audit fees | 34 | 33 |
314 | 292 |
Year ended 31 December 2024 | Year ended 31 December 2023 | |
£’000 | £’000 | |
Other interest income | 148 | 52 |
148 | 52 |
Year ended 31 December 2024 | Year ended 31 December 2023 | |
£’000 | £’000 | |
Interest payable on bank borrowings | 7,217 | 7,217 |
Amortisation of loan arrangement fees | 287 | 307 |
Lender valuation fees | 121 | – |
Head lease interest expense | 44 | 44 |
Bank charges | 10 | 10 |
7,679 | 7,578 | |
Total finance cost for financial liabilities not measured at fair value through profit or loss | 7,669 | 7,568 |
Year ended 31 December 2024 | Year ended 31 December 2023 | |
£’000 | £’000 | |
Current tax | ||
Corporation tax charge for the year | – | – |
Total current income tax charge in the profit or loss | – | – |
Year ended 31 December 2024 | Year ended 31 December 2023 | |
£’000 | £’000 | |
(Loss)/profit for the year before tax | (36,389) | 34,989 |
Tax at UK corporation tax standard rate of 25% | (9,098) | 8,747 |
Change in value of investment properties | 13,258 | (3,969) |
Disposal of investment property | – | 100 |
Exempt REIT income | (5,194) | (5,707) |
Amounts not deductible for tax purposes | 35 | 49 |
Unutilised residual current year tax losses | 999 | 780 |
– | – |
Operational assets | |
£’000 | |
As at 1 January 2024 | 675,497 |
Acquisitions and additions* | 2,221 |
Fair value adjustment | (53,027) |
Movement in head lease ground rent liability | 4 |
As at 31 December 2024 | 624,695 |
As at 1 January 2023 | 667,713 |
Acquisitions and additions* | (224) |
Fair value adjustment | 15,875 |
Movement in head lease ground rent liability | 4 |
Transferred to Assets Held for Sale before disposal | (7,871) |
As at 31 December 2023 | 675,497 |
Reconciliation to the Group Statement of | 31 December 2024 | 31 December 2023 |
Comprehensive Income (“SOCI”): | £’000 | £’000 |
Fair value adjustment in note 14 | (53,027) | 15,875 |
Loss from fair value adjustments on assets held for sale | (3) | (284) |
Loss on disposal | – | (114) |
(Loss)/gain from fair value adjustments in SOCI | (53,030) | 15,477 |
31 December 2024 | 31 December 2023 | |
£’000 | £’000 | |
Investment property valuation | 626,351 | 678,358 |
Fair value adjustment – headlease ground rent | 1,468 | 1,463 |
Fair value adjustment – lease incentive debtor | (3,124) | (4,324) |
624,695 | 675,497 |
Portfolio metrics | 31 December 2024 | 31 December 2023 |
Capital Deployed (£’000)* | 576,804 | 574,827 |
Number of Properties | 494 | 493 |
Number of Tenancies*** | 391 | 390 |
Number of Registered Providers*** | 28 | 27 |
Number of Local Authorities*** | 148 | 153 |
Number of Care Providers*** | 109 | 116 |
Valuation Net Initial Yield (NIY)** | 6.22% | 5.71% |
31 December 2024 | 31 December 2023 | |||
Region | *Cost £'000 | % of funds invested | *Cost £'000 | % of funds invested |
North West | 111,206 | 19.3 | 109,880 | 19.1 |
West Midlands | 93,006 | 16.1 | 93,635 | 16.3 |
Yorkshire | 87,103 | 15.1 | 87,148 | 15.2 |
East Midlands | 63,979 | 11.1 | 63,979 | 11.1 |
North East | 56,653 | 9.8 | 56,653 | 9.9 |
South East | 54,366 | 9.4 | 53,674 | 9.3 |
London | 49,626 | 8.6 | 49,626 | 8.6 |
South West | 28,099 | 4.9 | 27,466 | 4.8 |
East | 24,206 | 4.2 | 24,206 | 4.2 |
Scotland | 5,900 | 1.0 | 5,900 | 1.0 |
Wales | 2,660 | 0.5 | 2,660 | 0.5 |
Total | 576,804 | 100.0 | 574,827 | 100 |
Total | Quoted prices in active markets (Level 1) | Significant observable inputs (Level 2) | Significant unobservable inputs (Level 3) | ||
Date of valuation | £’000 | £’000 | £’000 | £’000 | |
Assets measured at fair value: | |||||
Investment properties | 31 December 2024 | 624,695 | – | – | 624,695 |
Investment properties | 31 December 2023 | 675,497 | – | – | 675,497 |
2024 | 2023 | |
Range of discount rates | 6.4%-10.4% | 6.5%-10.0% |
Average discount rate | 7.6% | 7.3% |
Range of Rental values (passing rents or ERV as relevant) of Group’s Investment Properties | £0.07m–£0.55m | £0.07m–£0.50m |
Average of Rental values (passing rents or ERV as relevant) of Group’s Investment Properties | £0.1m | £0.1m |
CPI/RPI increase over the term of the relevant leases | 2.0%/2.5% | 2.0%/2.5% |
-1.0% change in Discount Rate | +1.0% change in Discount Rate | +0.5% change in CPI | -0.5% change in CPI | |
£’000 | £’000 | £’000 | £’000 | |
Changes in the IFRS fair value of investment properties As at 31 December 2024 | 70,645 | (59,690) | 36,318 | (33,639) |
-0.5% change in Discount Rate | +0.5% change in Discount Rate | +0.25% change in CPI | -0.25% change in CPI | |
£’000 | £’000 | £’000 | £’000 | |
Changes in the IFRS fair value of investment properties As at 31 December 2023 | 38,653 | (35,403) | 19,143 | (18,377) |
31 December 2024 | 31 December 2023 | |
£’000 | £’000 | |
Lease incentive debtor | 3,156 | 4,072 |
Other receivables | 150 | 161 |
3,306 | 4,233 |
31 December 2024 | 31 December 2023 | |
£’000 | £’000 | |
Rent receivable | 2,667 | 2,436 |
Lease incentive debtor | 202 | 252 |
Prepayments | 164 | 189 |
Other receivables | 282 | 987 |
3,315 | 3,864 |
31 December 2024 | 31 December 2023 | |
£’000 | £’000 | |
Cash at bank | 26,899 | 29,014 |
Restricted cash | 593 | 438 |
27,492 | 29,452 |
31 December 2024 | 31 December 2023 | |
£’000 | £’000 | |
Total Cash, cash equivalents and restricted cash | 27,492 | 29,452 |
Restricted cash | (593) | (438) |
Cash reported on Group Statement of Cash Flows | 26,899 | 29,014 |
31 December 2024 | 31 December 2023 | |
£’000 | £’000 | |
Trade payables | 139 | – |
Accruals | 5,522 | 2,270 |
Head lease ground rent (note 28) | 40 | 40 |
Other creditors | 394 | 412 |
6,095 | 2,722 |
31 December 2024 | 31 December 2023 | |
£’000 | £’000 | |
Head lease ground rent (note 28) | 1,428 | 1,424 |
Rent deposit | 100 | 100 |
1,528 | 1,524 |
31 December 2024 | 31 December 2023 | |
£’000 | £’000 | |
Bank and other borrowings drawn at year end | 263,500 | 263,500 |
Unamortised costs at beginning of the year | (2,317) | (2,412) |
Less: loan issue costs incurred | (29) | (212) |
Add: loan issue costs amortised | 287 | 307 |
Unamortised costs at end of the year | (2,059) | (2,317) |
Balance at year end | 261,441 | 261,183 |
Loan Note | Principal | LTV | Term | Repayment date | All in rate | Independent Valuation |
Tranche A | £41.5 million | 40% | 10 years | 30 June 2028 | 2.924% | £37.4 million |
Tranche B | £27.0 million | 40% | 15 years | 30 June 2033 | 3.215% | £21.6 million |
Blended Tranche A & B | £68.5 million | 40% | 12 years | 3.039% | £59.0 million |
Loan Note | Principal | LTV | Term | Repayment date | All in rate | Independent Valuation |
Tranche A | £77.5 million | 40% | 10 years | 26 August 2031 | 2.403% | £61.6 million |
Tranche B | £117.5 million | 40% | 15 years | 26 August 2036 | 2.786% | £82.2 million |
Blended Tranche A & B | £195.0 million | 40% | 13 years | 2.634% | £143.8 million |
Bank borrowings | Head lease | ||
£’000 | £’000 | Total | |
(note 20) | (note 18,19) | £’000 | |
At 1 January 2024 | 261,183 | 1,464 | 262,647 |
Cashflows: | |||
Loan arrangement fees paid | (29) | – | (29) |
Non-cash flows: | |||
– Amortisation of principal on head lease liabilities | – | (40) | (40) |
– Amortisation of loan arrangement fees | 287 | – | 287 |
– Accrued interest on head lease liabilities | – | 44 | 44 |
At 31 December 2024 | 261,441 | 1,468 | 262,909 |
Bank borrowings | Head lease | ||
£’000 | £’000 | Total | |
(note 20) | (note 18,19) | £’000 | |
At 1 January 2023 | 261,088 | 1,460 | 262,548 |
Cashflows: | |||
Loan arrangement fees paid | (212) | – | (212) |
Non-cash flows: | |||
– Amortisation of principal on head lease liabilities | – | (40) | (40) |
– Amortisation of loan arrangement fees | 307 | – | 307 |
– Accrued interest on head lease liabilities | – | 44 | 44 |
At 31 December 2023 | 261,183 | 1,464 | 262,647 |
Issued and fully paid | Issued and fully paid | |
Number | £’000 | |
At 1 January 2024 | 393,916,490 | 3,940 |
Shares cancelled in the year | – | – |
At 31 December 2024 | 393,916,490 | 3,940 |
Issued and fully paid | Issued and fully paid | |
Number | £’000 | |
At 1 January 2023 | 403,239,002 | 4,033 |
Shares cancelled in the year | (9,322,512) | (93) |
At 31 December 2023 | 393,916,490 | 3,940 |
31 December 2024 | 31 December 2023 | |
£’000 | £’000 | |
Balance at beginning of year | 203,753 | 203,753 |
Balance at end of year | 203,753 | 203,753 |
31 December 2024 | 31 December 2023 | |
£’000 | £’000 | |
Balance at beginning of year | (378) | (378) |
Balance at end of year | (378) | (378) |
31 December 2024 | 31 December 2023 | |
£’000 | £’000 | |
Balance at beginning of year | 155,359 | 160,394 |
Share buybacks and cancellation | – | (5,035) |
Balance at end of year | 155,359 | 155,359 |
31 December 2024 | 31 December 2023 | |
£’000 | £’000 | |
Balance at beginning of year | 93 | – |
Original shares repurchased & cancelled | – | 93 |
Balance at end of year | 93 | 93 |
31 December 2024 | 31 December 2023 | |
£’000 | £’000 | |
Balance at beginning of year | 84,850 | 71,483 |
Total comprehensive income for the year | (36,389) | 34,989 |
Dividends paid | (21,484) | (21,622) |
Balance at end of year | 26,977 | 84,850 |
Year ended 31 December 2024 | Year ended 31 December 2023 | |
£’000 | £’000 | |
1.365p for the 3 months to 31 December 2022 paid on 29 March 2023 | – | 5,498 |
1.365p for the 3 months to 31 March 2023 paid on 28 June 2023 | – | 5,382 |
1.365p for the 3 months to 30 June 2023 paid on 29 September 2023 | – | 5,371 |
1.365p for the 3 months to 30 September 2023 paid on 15 December 2023 | – | 5,371 |
1.365p for the 3 months to 31 December 2023 paid on 28 March 2024 | 5,371 | – |
1.365p for the 3 months to 31 March 2024 paid on 28 June 2024 | 5,371 | – |
1.365p for the 3 months to 30 June 2024 paid on 4 October 2024 | 5,371 | – |
1.365p for the 3 months to 30 September 2024 paid on 13 December 2024 | 5,371 | – |
21,484 | 21,622 |
< 1 year | 1-2 years | 2-3 years | 3-4 years | 4-5 years | > 5 years | Total | |
£’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Lease payables | |||||||
31 December 2024 | 40 | 40 | 40 | 40 | 40 | 7,158 | 7,358 |
31 December 2023 | 40 | 40 | 40 | 40 | 40 | 7,197 | 7,397 |
31 December 2024 | 31 December 2023 | |
£’000 | £’000 | |
Current liabilities (note 18) | 40 | 40 |
Non-current liabilities (note 19) | 1,428 | 1,424 |
Balance at end of year | 1,468 | 1,464 |
< 1 year | 1-2 years | 2-3 years | 3-4 years | 4-5 years | > 5 years | Total | |
£’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
Lease receivables | |||||||
31 December 2024 | 42,689 | 42,689 | 42,689 | 42,689 | 42,689 | 469,767 | 683,212 |
31 December 2023 | 40,971 | 40,971 | 40,971 | 40,971 | 40,971 | 451,354 | 656,209 |
Registered Provider | 31 December 2024 % of total annual rent | 31 December 2023 % of total annual rent |
Inclusion Housing CIC | 30 | 29 |
Parasol Homes (previously 28A Supported Living) | – | 10 |
Name of Entity | Registered Office | Country of Incorporation | Ownership % |
TP REIT Super Holdco Limited* | The Scalpel 18th Floor, 52 Lime Street London, EC3M 7AF | UK | 100% |
TP REIT Holdco 1 Limited | The Scalpel 18th Floor, 52 Lime Street London, EC3M 7AF | UK | 100% |
TP REIT Holdco 2 Limited | The Scalpel 18th Floor, 52 Lime Street London, EC3M 7AF | UK | 100% |
TP REIT Holdco 3 Limited | The Scalpel 18th Floor, 52 Lime Street London, EC3M 7AF | UK | 100% |
TP REIT Holdco 4 Limited | The Scalpel 18th Floor, 52 Lime Street London, EC3M 7AF | UK | 100% |
TP REIT Holdco 5 Limited | The Scalpel 18th Floor, 52 Lime Street London, EC3M 7AF | UK | 100% |
TP REIT Propco 2 Limited | The Scalpel 18th Floor, 52 Lime Street London, EC3M 7AF | UK | 100% |
TP REIT Propco 3 Limited | The Scalpel 18th Floor, 52 Lime Street London, EC3M 7AF | UK | 100% |
TP REIT Propco 4 Limited | The Scalpel 18th Floor, 52 Lime Street London, EC3M 7AF | UK | 100% |
TP REIT Propco 5 Limited | The Scalpel 18th Floor, 52 Lime Street London, EC3M 7AF | UK | 100% |
Norland Estates Limited | The Scalpel 18th Floor, 52 Lime Street London, EC3M 7AF | UK | 100% |
< 3 months | 3-12 Months | 1-5 years | >5 years | Total | |
31 December 2024 | £’000 | £’000 | £’000 | £’000 | £’000 |
Headleases (note 28) | 10 | 30 | 160 | 7,158 | 7,358 |
Trade and other payables (note 18) | 6,055 | – | – | – | 6,055 |
Bank and other borrowings (note 20) | |||||
– Fixed interest rate | – | – | 41,500 | 222,000 | 263,500 |
– Variable interest rate | – | – | – | – | – |
Interest payable on bank and other borrowings: | |||||
– Fixed interest rate | 1,804 | 5,413 | 27,049 | 27,909 | 62,175 |
– Variable interest rate | – | – | – | – | – |
Total | 7,869 | 5,443 | 68,709 | 257,067 | 339,088 |
< 3 months | 3-12 Months | 1-5 years | >5 years | Total | |
31 December 2023 | £’000 | £’000 | £’000 | £’000 | £’000 |
Headleases (note 28) | 10 | 30 | 160 | 7,197 | 7,397 |
Trade and other payables (note 18) | 2,487 | 195 | – | – | 2,682 |
Bank and other borrowings (note 20) | |||||
– Fixed interest rate | – | – | 41,500 | 222,000 | 263,500 |
– Variable interest rate | – | – | – | – | – |
Interest payable on bank and other borrowings: | |||||
– Fixed interest rate | 1,804 | 5,413 | 28,263 | 33,913 | 69,393 |
– Variable interest rate | – | – | – | – | – |
Total | 4,301 | 5,638 | 69,923 | 263,110 | 342,972 |
Book value 31 December 2024 | Fair value 31 December 2024 | Book value 31 December 2023 | Fair value 31 December 2023 | |
£’000 | £’000 | £’000 | £’000 | |
Financial liabilities: | ||||
Bank and other borrowings | 261,441 | 202,836 | 261,183 | 205,078 |
Market capitalisation threshold | Relevant fee rate (per annum) |
Up to and including £150m | 1.25 per cent. |
Above £150m and up to and including £300m | 1.00 per cent. |
Above £300m | 0.70 per cent. |
Year ended 31 December 2024 | Year ended 31 December 2023 | |
Calculation of Earnings per share | ||
Net (loss)/profit attributable to Ordinary Shareholders (£’000) | (36,389) | 34,989 |
Weighted average number of Ordinary Shares (excluding treasury shares) | 393,466,490 | 397,007,975 |
IFRS Earnings per share – basic and diluted | (9.25) | 8.81p |
Calculation of EPRA Earnings per share | ||
Net (loss)/profit attributable to Ordinary Shareholders (£’000) | (36,389) | 34,989 |
Loss/(gain) from fair value adjustment on investment properties (£’000) | 53,030 | (15,477) |
Termination fees | 3,343 | – |
EPRA earnings (£’000) | 19,984 | 19,512 |
Non-cash adjustments to include: | ||
Amortisation of loan arrangement fees (£’000) | 287 | 307 |
Movement in Lease Incentive Debtor (£’000) | 965 | (1,500) |
Adjusted earnings (£’000) | 21,236 | 18,319 |
Weighted average number of Ordinary Shares (excluding treasury shares) | 393,466,490 | 397,007,975 |
EPRA earnings per share – basic and diluted | 5.08p | 4.92p |
Adjusted earnings per share – basic and diluted | 5.40p | 4.61p |
31 December 2024 | 31 December 2023 | |
Net assets at the end of the year (£’000) | 389,744 | 447,617 |
Shares in issue at end of the year (excluding treasury shares) | 393,466,490 | 393,466,490 |
Dilutive shares in issue | – | – |
IFRS NAV per share – basic and dilutive | 99.05p | 113.76p |