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Annual Report and
Consolidated Financial Statements
For the year ended 30 September 2024
SCHRODER EUROPEAN REAL ESTATE
INVESTMENT TRUST PLC
Overview
Unique and compelling
opportunity to invest in
a diversified portfolio of
commercial Continental
European real estate.
Future returns supported by an allocation to higher growth
sectors, anexperienced local management team, and a peer
group leading debt profile.
Rumilly, France
Overview Strategic Report Governance Financial Statements Other information (unaudited)
01
Overview
02 Highlights
04 Investment Case
06 Performance Summary
Strategic Report
10 Chairmans Statement
12 Investment
Manager’sReport
22 Energy and Carbon
24 Business Overview
29 Strategic Review
– Governance
Governance Report
38 Board of Directors
40 Directors’ Report
44 Audit, Valuation and Risk
Committee Report
46 Management Engagement
Committee Report
47 Nomination and
Remuneration
CommitteeReport
50 Directors’ Remuneration
Report
53 Statement of Directors’
Responsibilities
55 Independent Auditor’s
Report to the members
ofSchroder European
Real Estate Investment
Trustplc
Financial Statements
66 Consolidated and
Company Statements of
Comprehensive Income
67 Consolidated and
Company Statements
ofFinancial Position
68 Consolidated and
Company Statements
ofChanges in Equity
69 Consolidated and
Company Statements
ofCash Flows
70 Notes to the
FinancialStatements
Other information
(unaudited)
96 EPRA and Headline
Performance Measures
(unaudited)
98 Alternative Performance
Measures (unaudited)
99 AIFMD Disclosures
(unaudited)
101 Streamlined Energy
andCarbon Report
105 Explanation of
SpecialBusiness
107 Notice of Annual
GeneralMeeting
109 Explanatory Notes to the
Notice of Meeting
113 Shareholder Information
114 Glossary
115 Corporate Information
Contents
02
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
Overview
EPRA earnings
€8.2m
2023: €8.0m
Dividend cover
103%
2023: 89%
Dividends declared
7.9m
2023: €8.9m
IFRS result
€0.6m
2023: (€9.4m)
Net asset value (‘NAV’)
164.1m
2023: €171.4m
NAV total return
0.4%
2023: (5.0%)
Loan to value (‘LTV’)
25%/33%
2023: 24% net of cash / 33% gross
Financial
Highlights
Read more | Page 6
Overview Strategic Report Governance Financial Statements Other information (unaudited)
03
From left to right:
Jeff O’Dwyer – SEREIT Fund Manager, London
Rick Murphy – SEREIT Finance Manager, London
Prioritising asset management
and operational expertise
Strengthening income profile as
evidenced by the successful long
term lease re-gear to Lidl,
extending lease expiry to
February 2042
Managing pending breaks and
expiries over the short term
including key leases to Hornbach
(December 2025 expiry), Nestlé
(April 2026 expiry) and KPN
(December 2026 expiry)
Progressing internal analysis
ofthe potential to make
sustainability a central part of
theCompany’s objectives
Utilisation of balance sheet
(cashand low gearing) to invest
in the portfolio to enhance asset
quality and earnings potential
Continue to manage assets as
individual businesses, ensuring that
the services and contract terms
offered meet changing tenant
demands, and that assets are
operated efficiently to minimise
the use of scarce resources,
wasteand carbon output
Positive NAV total return and
growing underlying EPRA
earnings supporting
covereddividend
IFRS result of €0.6 million
contributing to a positive NAV
total return of 0.4%
Underlying EPRA earnings
increased 3% to €8.2 million
(2023: €8.0 million)
Providing an attractive level of
sustainable income with a fully
covered quarterly dividend of
7.1% on current share price of
69.2pps (29 November 2024)
and 4.8% p.a. on current NAV
Strong occupancy, high rent
collection, and the portfolios
indexation characteristics
underpinned like-for-like rental
growth, offsetting the impact
ofhigher interest costs
No further debt expiries until
June 2026 (excluding Seville),
having completed all near-term
refinancings on attractive terms
Maintaining a strong balance
sheet with c. €25 million of
available cash and with a
prudentLTV of 33% gross
ofcash and 25% net of cash
Operational
Highlights
Rental indexation, exceptional
rent collection and high tenant
retention continue to drive
earnings growth and
valuationresilience
Relatively high yielding
underlying property portfolio
valued at an average net initial
yield of 6.9% with almost all
leases subject to indexation
Maintained a high occupancy
level of 96% with an average
portfolio lease term of 4.7
yearsand continued 100%
rentcollection
Concluded 16 new leases and
re-gears generating €1.4 million
of annual contracted rent, at a
weighted lease term of
eightyears
Underlying total property returns
of 3.1% driven by a strong income
return of +6.9% offsetting capital
a return of -3.6%
04
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
Overview
Past performance is not a guide to future performance and may not be repeated. The value of the investments and the income from them may go down as well as
up and investors may not get back the amount originally invested.
1 Reflects the annualised latest announced quarterly dividend of 1.48cps/1.23pps based on a share price of 69.2pps as at 29 November 2024 and based on
an audited Net Asset Value (‘NAV’) of 122.7cps as at 30 September 2024.
Investment Case
Quarterly dividend fully
covered by EPRA earnings
Fully allocated to stable
western European markets
Opportunity to improve portfolio
quality leveraging Schroders’
market leading expertise
Hospitality-led approach to
asset management and tenant
relationships enhancing returns
Local investment and asset
management teams with specialist
sector and country knowledge
Why invest in Schroder European Real Estate
Investment Trust Limited (‘SEREIT’)
Overview Strategic Report Governance Financial Statements Other information (unaudited)
05
Attractive dividend yield of
7.1% on current share price
and4.8% on current NAV
1
c.90% of the portfolio
by value located in
higher-growth regions
A track record of successfully
executing on asset management
initiatives to generate strong
shareholder returns
Strong balance sheet with modest
levels of gearing and high cash
levels providing significant
investable firepower
Income considered to be a
strong inflation hedge with
almost all leases subject
toindexation
06
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
Overview
Property performance
30 September 2024 30 September 2023
Value of property assets
1
€208.1m €214.1m
Annualised rental income
1
€16.9m €16.8m
Estimated market rental value
1
€16.3m €16.0m
Underlying portfolio total return in the reporting period
2
3.1% (2.1%)
Underlying portfolio income return in the reporting period
2
6.9% 6.3%
Financial summary
30 September 2024 30 September 2023
NAV €164.1m €171.4m
NAV per ordinary share (euro) 122.7c 128.2c
NAV total return (euro) 0.4% (5.0%)
IFRS profit/(loss) after tax €0.6m (€9.4m)
EPRA earnings
2
€8.2m €8.0m
Dividend cover 103% 89%
Capital values
3
30 September 2024 30 September 2023
Share price 69.4 pps/ZAR 16.89 69.0 pps/ZAR 16.05
NAV per share
102.0 pps/ZAR 23.60 111.0 pps/ZAR 25.57
Earnings and dividends
4
30 September 2024 30 September 2023
IFRS earnings per share 0.4cps (7.0cps)
EPRA earnings per share
2
6.1cps 6.0cps
Headline earnings per share
2
6.1cps 6.0cps
Ordinary dividends declared per share 5.9cps 6.7cps
Bank borrowings
30 September 2024 30 September 2023
External bank debt (excluding costs) €82.5m €85.5m
Loan to value ratio based on GAV net of cash/gross of cash 25%/33% 24%/33%
Ongoing charges
5
30 September 2024 30 September 2023
Ongoing charges (including fund and property expenses) 3.29% 3.60%
Ongoing charges (including fund only expenses) 2.59% 2.46%
1 Excludes the Seville property for which the NAV exposure is nil.
2 These are Alternative Performance Measures (‘APMs’). EPRA and Headline earnings are reconciled to IFRS earnings on page 96 and 97.
3 Pps refers to pence per share. ZAR reflects South African Rand given the Company has a secondary listing on the Johannesburg Stock Exchange.
4 Cps refers to euro cents per share.
5 Ongoing charges are Alternative Performance Measures (‘APMs’) calculated in accordance with the AIC recommended methodology as a percentage
of the average NAV over a given period. For a definition of this Alternative Performance Measure refer to page 98.
Performance Summary
Overview Other information (unaudited)Financial StatementsGovernanceStrategic Report
07
From left to right:
Marie Duguet – Asset Manager, France
Hideki Kurata – Head of Real Estate Investment, France
Raphael Berdot – Lead Asset Manager, France
08
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
Cannes, France
Contents
10 Chairman’s Statement
12 Investment Manager’s Report
22 Energy and Carbon
24 Business Overview
29 Strategic Review – Governance
Strategic
Report
Other information (unaudited)Financial StatementsGovernanceStrategic ReportOverview
09
Management-led
priorities to drive
future returns
Apeldoorn: Focus on re-gearing the lease for
sole tenant KPN (expires December 2026),
with the potential to enhance asset
management value through
improvementsinasset quality;
Frankfurt: Following the successful
regearing of Lidl and Fressnapf, evaluate
thepotential for a sale, using the proceeds
toenhance shareholder value;
Lease discussions: Continue discussions
regarding key lease expiries, specifically
withHornbach in Berlin (exp. Dec 2025)
andNestlé in Rumilly (exp. April 2026);
Seville asset disposal: Complete the planned
disposal of the Companys interest inthe
Seville asset, which would lower the
Companys loan-to-value by 3%;
Energy and carbon: Seek opportunities to
improve energy and carbon performance;
Investor base expansion: Broaden the
investor base by targeting retail investors
andwealth managers who prioritise
thematicinvesting and viable income.
10
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
Strategic Report
Chairmans Statement
Growing Underlying EPRA
Earnings: Underlying EPRA
earnings increased to €8.2 million
(FY 2023: €8.0 million), driven by
high occupancy, a diversified
tenant base, excellent rent
collection and the indexation
features of our portfolio delivering
income growth. Collectively, these
factors have helped mitigate the
impact of rising interest costs.
Fully Covered Dividends:
Inthecurrent quarter, the
Boardhasdecided to maintain
thequarterly dividend of
1.48eurocents per share.
The total dividends declared and
paid for the year amounted to
€7.9 million, equating to 5.92
euro cents per share, which offers
an attractive dividend yield of
approximately 7% per annum
based on the share price of 69.2
pence sterling as of 29 November
2024. This dividend is 103%
covered by EPRA earnings.
Emphasis on Asset Management:
Our focus on lease management
has resulted in 16 new leases and
re-gears being concluded
acrossthe portfolio, totalling
approximately 8,000 sqm and
generating €1.4 million in annual
rent, with a weighted lease term of
eight years. This commitment to
operational excellence maximises
shareholder returns, ensuring our
assets remain competitive. Our
local investment and asset
management teams, equipped
withspecialised sector and country
knowledge, will continue to
driveperformance.
Strong Balance Sheet: We have
successfully completed all
near-term refinancings on
favourable terms, ensuring the
Company is in a robust financial
position. Our significant available
cash balance stands at €25
million, with modest gearing of
25% net of cash and no debt
maturities until June 2026. This
resilient balance sheet grants us
considerable operational
flexibility. Further balance sheet
upside is foreseeable with the
planned disposal of Seville
reducing portfolio gearing by 3%.
Portfolio Value: The uncertain
macroeconomic climate has
resulted in a decrease in the
valuation of our underlying portfolio
(net of capex) by 7.6 million, or
-3.6%, to €208.1 million, primarily
The Company is in a strong
position with €25m of
available cash and additional
debt capacity, offering
considerable flexibility.
Sir Julian Berney Bt.
Chairman
Overview
We are pleased to announce our audited results for the financial year ended 30 September 2024.
Reflecting on the past year, I am proud
to report that the Schroder European
Real Estate Investment Trust has
shown significant resilience in a
fluctuating economic environment.
Despite ongoing macroeconomic
challenges, including weak economic
growth, varying debt availability and
cost, and geopolitical uncertainties,
our strategic focus on assets with
strong property fundamentals in
expanding European markets -
supported by substantial cash
reserves and modest leverage - means
the Company is well placed as we
move into 2025 and what should be a
more supportive backdrop for REITs.
2024 has been characterised by
stabilising inflation and the easing
ofmonetary policy by the European
Central Bank. These developments
will revitalise investor confidence and
enhance market liquidity. Our
proactive asset management
approach, prioritising local expertise
and operational excellence, has
delivered robust results and ensured
stable income returns for our
stakeholders. Encouragingly, we
have seen a slow down in the rate of
capital value decline across the
portfolio, with the anticipation
thatwe will start to seeyield
compression in thecomingquarters.
Overview Strategic Report Governance Financial Statements Other information (unaudited)
11
driven by continued outward yield
movement. Positively, the decline
was almost entirely weighted
towards the first half of the year
andrecent observations indicate
astabilisation in valuations
Alongside EPRA earnings, this has
resulted in an IFRS profit of €0.6
million and a NAV total return of
0.4%. We are noticing an increase
in investment volumes and
evidence for valuers across
Europe, particularly for smaller lot
sizes in desirable cities, which
reassures us about underlying
carrying values. Further European
interest rate cuts should bolster
confidence and the potential for
yield contraction, positively
impacting values and liquidity.
Energy and Carbon: We
completed third-party sustainability
and Net Zero Carbon (‘NZC’) audits
for 12 assets during the period with
further third-partyspecialist net
zero carbon analysis ongoing at the
fund level. By leveraging the
Investment Manager’s platform and
proprietary ESG Scorecard, these
audits support our ongoing
commitment to enhance our
understanding of the quality of our
existing portfolio through informed
investment decisions. During the
period, the Company also issued a
TCFD Product report and
maintained its Global Real Estate
Sustainability Benchmark (‘GRESB’)
4-star status.
Tax disclosure: The French tax
authorities are proceeding with
their tax audit and have requested
additional disclosures regarding
previous tax filings related to the
structure. The range of potential
outcomes indicates a possible
outflow of between €nil and €12.6
million, excluding potential
penalties. Based on professional
advice, the Board has decided not
to make a provision, as they do not
believe that an outflow is probable.
The Group will continue monitoring
the situation and will provide
further updates asnecessary.
Outlook: European occupational
markets remain resilient, with most
of our sub-markets benefitting
from supply constraints and
modest vacancy levels. We are
witnessing a bifurcation in office
demand; there is a growing investor
and occupier appetite for centrally
located offices that meet building
sustainability certifications1, while
poorer quality offices are struggling
to maintain occupancy, income
levels and investor demand. More
broadly, office occupancy rates
across Europe continue to tick up,
passing 60% for the first time since
the pandemic in October, which is
boosting take up, which increased
6% year-on-year in the first half
of2024.
E-commerce and evolving supply
chain management practices are
driving robust demand for logistics,
particularly in urban locations,
where stronger rental growth is
anticipated. Retail demand
continues to favour open air retail
parks, urban ‘big box’ units and
convenience grocery offerings.
Despite a resurgence in physical
retail, shopping centres are facing
ongoing challenges, as consumers
increasingly prefer dominant
shopping centres that offer a
diverse mix of fashion and
leisureoptions.
Looking ahead, we expect to
continue reaping benefits from a
high-quality portfolio with strong
occupancy rates located in key
European cities. As inflation eases
and interest rates fall, we expect
sentiment to continue to improve
and larger economies and cities
are poised for enhanced growth.
The Board and Investment
Manager are acutely aware that
the Company continues to trade
ata significant discount, alongside
the broader challenges facing
smaller REITs in attracting new
investors in the current market
environment. Nevertheless, we
firmly believe - alongside our
shareholders - that the Company’s
strategic emphasis on the right
cities and sectors, coupled with
targeted asset management
initiatives from our local specialist
teams, will lead to positive returns
in the future. With this supportive
backdrop, the Investment
Manager is focused on capitalising
on portfolio reversion to enhance
earnings. The successful regearing
of leases over the next 18 months,
particularly with KPN, Hornbach,
and Nestlé, is expected to
strengthen the income profile and
facilitate potentially transformative
asset management initiatives. We
believe these actions will support a
re-rating and place us in a more
advantageous position.
Lastly, I would like to extend a
warm welcome to Mark Beddy,
who joined us on 1 January 2024
as a new Non-Executive Director
and Chair of the Audit, Valuation
and Risk Committee, succeeding
Jonathan Thompson. On behalf of
my fellow Directors and the
Manager, I extend our thanks to
Jonathan for his dedication and
service over the past nine years.
The Board continues to review
succession planning particularly
inrelation to the Chair role.
Sir Julian Berney Bt.
Chairman
5 December 2024
1 Building sustainability certifications refers to assets which have achieved local certification related to the building’s performance.
12
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
Strategic Report
Investment Manager’s Report
1 Exchange rate as at 30 September 2024 GBP:EUR 1.20.
2 Based on 133,734,686 shares.
3 The unrealised loss in the valuation of the real estate of the portfolio (€6.1m), net of capital expenditure (€1.5m), reconciles to the ‘net gain/(loss) from fair value
adjustment on investment property of (€7.6m) on page 66 of the financial statements.
4 EPRA earnings as reconciled on page 96 of the financial statements.
5 Dividends of 5.92 cps were paid during the financial period. A dividend for the quarter ended 30 September 2024 of 1.48 Euro cents per share was approved and
will be paid in November 2024. Total dividends declared relating to the 12 months’ ended 30 September 2024 were 5.92 Euro cents per share.
Financial results
The net asset value (‘NAV’) as at 30 September 2024 stood at
€164.1 million (£136.5 million), or 122.7 euro cents per share
(102.0 pence per share), compared with €171.4 million, or
128.2cps, as at 30 September 2023
1
. During the period,
dividends totalling €7.9 million were paid, which resulted in
aNAV total return of 0.4%.
The table below provides an analysis of the movement in
NAVduring the reporting period as well as a corresponding
reconciliation in the movement in the NAV euro cents per share.
€m cps
2
NAV as at 1 October 2023 171.4 128.2
Unrealised change in the valuations of the real
estate portfolio
3
(6.1) (4.5)
Capital expenditure
3
(1.5) (1.1)
Transaction costs
3
0.0 0.0
Paris, Boulogne-Billancourt post-tax
development profit
0.6 0.4
Movement on the Seville JV investment
EPRA earnings
4
8.2 6.2
Non-cash/capital items (0.6) (0.6)
Dividends paid
5
(7.9) (5.9)
NAV as at 30 September 2024 164.1 122.7
The direct portfolio, after accounting for capital expenditure,
declined in value by €7.6 million due to a re-rating of market
yields for the underlying real estate. The correction appears to
have largely concluded in the first half of the year, while the
second half suggests a stabilisation in valuations.
An additional profit from the Paris BB sale was released into the
NAV this financial period. The majority of the profit has now
been crystallised and there remains approximately €0.6m of
potential post-tax profit still to be recognised in the NAV.
Furtherinformation is disclosed in note 14 on pages 83 and 84.
Non-cash items of -€0.6 million mainly result from
derivativemovements.
EPRA earnings for the period totalled €8.2 million.
Jeff O’Dwyer
Fund Manager
Falling inflation and interest
rates underpin improving
investor sentiment and liquidity,
which is translating into valuation
resilience, and provides an
encouraging platform as
welookahead to 2025.
Overview Strategic Report Governance Financial Statements Other information (unaudited)
13
Our strategy
Investment objective
Schroder European Real Estate Investment Trust plc (the ‘Company’/‘SEREIT’) aims to provide shareholders with
a regular and attractive level of income together with the potential for income and capital growth through investing
in commercial real estate in Continental Europe.
Investment strategy
The strategy to deliver this, and progress made during the year and since year end, is set out below:
1
Maximising shareholder value through
active asset management
3
Applying a research-led approach to
determine attractive sectors and locations in
which to invest in commercial real estate
5
Actively managing the Company and its
assets, drawing on the expertise of our
sector specialists to maximise shareholder
returns and evolve the Company’s asset
management approach that is focused on
operational excellence
2
Increasing exposure to higher growth
Winning Cities and Regions
4
Managing the Company prudently and
efficiently by controlling costs and
maintaining a strong balance sheet
6
Managing assets as individual businesses,
ensuring the services and contract terms
meet changing tenant demands and that
assets are operated efficiently to minimise
the use of scarce resources
14
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
Strategic Report
Investment Manager’s Report continued
Real estate portfolio
As at 30 September 2024, the portfolio comprised
15institutional grade properties valued at 208.1 million.
In addition, the Company has a 50% interest in a joint
venture in Seville, Spain which continues to be recognised
at nil interest and which is therefore excluded in all relevant
statistics in the Chairman’s Statement and the Investment
Manager’s Report.
The portfolio generated rental income of €16.91
millionper annum, reflecting a net initial yield of 6.9%.
The independent valuers’ portfolio estimated rental
value(‘ERV’) is €16.3million per annum.
Key asset management highlights included:
16 new leases / re-gears generating €1.4m of
annual income at a weighted unexpired lease term
of 8 years;
15-year lease extension of anchor tenant, Lidl, at
the Frankfurt investment;
Capital expenditure improvements including LED
lighting at the Stuttgart office and roof insulation
enhancements to the Rumilly industrial investment;
Completed sustainability audits by leveraging the
Investment Manager’s investment process and
third-party consultants to undertake net zero carbon
analysis. These efforts have been made with the aim
ofinvesting in, and improving the quality of our
existing portfolio.
Evolution by sector
* Portfolio allocations exclude the Seville property for which the NAV exposure is nil.
0
Office
by value (%)
Industrial/Logistics
Q3 2018 Q3 2019 Q3 2020 Q3 2021 Q3 2022* Q3 2023* Q3 2024*
Retail Other Cash
20
40
60
80
100
49%
47%
53%
33%
35%
33%
33%
13%
20%
18%
22%
26%
29%
30%
29%
25%
22%
21%
10%
17%
16%
10%
17%
9%
8%
7%
16%
8%
12% 12%
11%
9%
The diversified nature and strength of underlying
tenants,along with the assets being generally leased off
affordable and sustainable rents, are expected to sustain
relatively resilient portfolio income in a weaker economic
climate and a more challenging period for consumers and
businesses. Approximately 33% of the portfolio by value
is offices, all of which are in supply-constrained locations
and leased off affordable rents. Our industrial exposure
of 30% is a mixture of distribution warehouses and light
industrial accommodation in growth cities within France
and The Netherlands. Our retail exposure of 17% comprises
DIY and grocery investments in densely populated urban
areas and sectors that are performing strongly. 9% of the
portfolio is allocated to the alternatives sector, comprising
a mixed-use data centre and a car showroom, with the
remaining 11% incash.
At the period end the portfolio void rate was 4%,
calculated as a percentage of estimated rental value.
Theportfolio weighted average lease length, calculated
tothe earlier of lease expiry or break, is 3.7 years.
European leases typically provide for rents to be indexed
to inflation. The majority (80%) of the Company’s income
is subject to annual indexation with the remaining 20%
linked to a hurdle (typically 10%) and hence we expect
nearly all the leases to directly benefit from inflation.
1 Represents the annualised contracted rents as at 30 September 2024 of
the directportfolio.
11%
33%
30%
17%
9%
11%
34%
34%
21%
Overview Strategic Report Governance Financial Statements Other information (unaudited)
15
At a glance
Portfolio Overview
The Company owns a diversified portfolio of commercial real estate
inContinental Europe withfavourableproperty fundamentals.
TheCompanyhastargeted assets located in Winning Citiesand
Regionsand inhigh-growth sectors. WinningCities and
Regionsarethosethat are expectedtogenerate higherand
moresustainable levels of economic growth, underpinned by
themessuchas urbanisation,demographics,
technologyandinfrastructureimprovements.
Number of properties
1
15
Portfolio value
1,2
233.2m
Number of tenants
1
51
Occupancy
1
96%
1
8, 15
2
3
5
4
6
14
7
11
13
10
No exposure to Eastern Europe
12
9
Top ten properties
Property Sector
Value
(€m/%
portfolio)
1,2
1 France, Paris (Saint-Cloud) Office €37.4m / 16%
2 Germany, Berlin Retail/DIY €27.7m / 12%
3 Germany, Hamburg Office €21.6m / 9%
4 France, Rennes Industrial €18.9m / 8%
5 Germany, Stuttgart Office €18.0m / 8%
6 The Netherlands, Apeldoorn Mixed €13.6m / 6%
7 Germany, Frankfurt Retail/Grocery €11.8m / 5%
8 The Netherlands, Venray Industrial €11.3m / 5%
9 The Netherlands, Alkmaar Industrial €11.1m / 5%
10 France, Rumilly Industrial €9.9m / 4%
Remaining five properties shown on the map are:
11 The Netherlands, Houten – Industrial
12 France, Cannes – Car showroom
13 France, Nantes – Industrial
14 The Netherlands, Utrecht – Industrial
15 The Netherlands, Venray II – Industrial
Sector allocation
Sector
Office
Industrial
DIY and Grocery
Other
Cash
Country
Germany
France
The Netherlands
Cash
Country allocation
1 Excludes the Seville property for which the NAV exposure is nil.
2 Reflects the value of directly held property assets of €208.1m and
available cash of €25.1m (internally calculated).
16
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
Strategic Report
Investment Manager’s Report continued
The table below sets out the portfolio’s top ten tenants by contracted rent, which are from a diverse range of industry
segments and represent 69% of the portfolio
1
.
Top ten tenants
Rank Tenant Industry Property
Contracted rent
WAULT break
(yrs)
WAULT expiry
(yrs)€m % of total
1 KPN Telecom Apeldoorn 3.0 18% 2.3 2.3
2 Hornbach DIY Berlin 1.8 11% 1.3 1.3
3 C-log Logistics Rennes 1.3 7% 6.4 6.4
4 Outscale IT Paris 1.1 6% 4.7 7.7
5 Cereal Partners Consumer staples Rumilly
0.8 5% 0.6 1.6
6 DKL Logistics Venray 0.8 5% 4.0 4.0
7 LandBW Government Stuttgart 0.8 5% 1.8 1.8
8 Schuurman Beheer Manufacturing Alkmaar 0.7 4% 13.5 18.5
9 Inventum Manufacturing Houten 0.7 4% 5.3 5.3
10 Filassistance Insurance Paris
0.7 4% 3.2 8.3
Total top ten tenants 11.7 69% 3.7 4.6
Remaining tenants 5.2 31% 3.9 4.9
Total 16.9 100% 3.7 4.7
1 Excludes the Seville property for which the NAV exposure is nil.
The largest tenant is KPN, representing 18% of the portfolio’s contracted rent. KPN are a leading telecommunications
and IT provider and market leader in the Netherlands which occupies our mixed-use Apeldoorn asset (data centre
andoffice).
The second largest tenant is Hornbach, a leading German-based operator of do-it-yourself (‘DIY’) stores and home
centres. It is representing 11% the portfolio rents and is the sole occupier of our Berlin DIY asset, comprising a four-
hectare site that has the potential to benefit from alternative uses. Hornbach’s lease expires December 2025 with
3x5year options.
The remaining large tenants, with businesses across a diversified range of industries, each account for between
4-7%of portfolio rents. These include C-log, Outscale, Cereal Partners (Nestlé), DKL, Land Baden-Württemberg,
SchuurmanBeheer, Inventum and Filassistance.
Lease expiry chart
0% 0%
20%
10%
30%
40%
50%
60%
70%
80%
90%
100%
% of cumulative
income at break
% of income at
break (p.a)
2024
2%
23%
28%
10%
2025 2026 2027 2028 2030 2031 20332032 2034+2029
5%
10%
15%
20%
25%
Other Filassistance Cereal Partners Hornbach Total per year
Land BW KPN DKL Outscale Cumulative income at break
Inventum C-log Schuurman Beheer Portfolio Waul
6%
13%
3%
8%
0% 0%
7%
4.7 years
Overview Strategic Report Governance Financial Statements Other information (unaudited)
17
Rent collection update
1
The diversification and granularity of the underlying rental income and ongoing occupier engagement, has again
supported full rent collection rates with 100% of the contracted rents collected for the financial year.
As at 30 September 2024
Office Industrial Retail Mixed Total portfolio
2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
Paid 99.8% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Deferred 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Renegotiated/Outstanding2
0.2% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Total 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
1 Rent collection table excludes the Seville property for which the NAV exposure is nil. 2023 and 2024 refer to 12 months ending 30 September.
2 Outstanding amount relates to indexation for two tenants at Hamburg in Q3 2024 which is expected to be paid.
Portfolio performance
During the period, total property returns (‘TPRs’) for the underlying property portfolio were 3.1%. With the portfolio
benefitting from indexation, strong occupancy and high rent collection, property income returns were strong at
+6.9%, thereby more than offsetting negative capital returns of -3.6%.
Strong performance was seen in the industrial portfolio, with Venray delivering a TPR of +8%, Venray II +11%, Nantes +10%,
Rennes +7% and Houten +5%. Values for these assets held up well and income returns were healthy.
The Frankfurt grocery asset delivered a robust total return of 9%, largely attributable to the successful completion of
anew 15-year lease extension with anchor tenant, Lidl.
The portfolio’s mixed-use data centre in Apeldoorn contributed to performance delivering a total return of +7% due
tohigh income return compensating capital value decline as a result of outward yield movement.
The main detractors from portfolio performance were the office assets in Stuttgart (-4% TPR), the car showroom
inCannes (-1% TPR) and Hamburg (0% TPR) which witnessed relatively strong valuation declines.
In summary, the real estate portfolio has delivered ungeared property returns of 3.1%, 2.6% and 3.9% over one,
threeand five years respectively.
From left to right:
Jan Petr – Head of Asset Management, Germany
Milena Niemann – Continental European Fund Analyst, Germany
Nils Heetmeyer – Head of Investment Management, Germany
18
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
Strategic Report
Investment Manager’s Report continued
Frankfurt, Germany Rennes, France
ASSET MANAGEMENT
Asset overview
The asset was acquired in May 2016 for its income
characteristics and consists of a 4,525 sqm multi-let
convenience retail centre located in Rödelheim, a
well-connected and densely populated urban location
5km north-west of Frankfurt city centre. The current
density of Rödelheim is 3,760 inhabitants per sq km,
notably higher than Frankfurt’s average of 3,100.
Excellent public transport with the nearest metro station
afive-minute walk, directly linking to the city centre.
Asset strategy
The strategy over the period centred on re-gearing
leases with key tenants to enhance value and liquidity
through an extended unexpired lease term.
REFINANCING INITIATIVES
Portfolio overview and strategy
At the start of the financial year, there were concerns
regarding the cost and availability of debt, particularly
forsecondary offices.
To mitigate this risk, Management opted for early
refinancing with the existing lender for the Paris St Cloud
office, thereby extending the loan term by three years
with an option to extend for a further year. The Company
also chose to reduce its leverage by lowering the loan
principal from €17.0m to €14.0m at a margin of 1.9%.
Theexisting interest rate hedge is capped at 1.25% until
15 December 2024 and was retained, with the remainder
ofthe loan term now subject to a cap of 3.25%.
In April 2024, the Company refinanced its Rennes
logistics asset with Saar LB at attractive terms.
Rationale
Discount supermarkets have experienced robust
performance in the post-pandemic environment,
further influenced by the ongoing cost of
livingcrisis
New leases have been agreed with key
tenants,Lidl and Fressnapf, for 15 and 13 years
respectively, facilitating further re-gearing
opportunities with smaller occupiers
Amidst widespread value deterioration in most
asset classes, this asset management initiative
resulted in a 6.8% increase in value, rising from
€11.1m as of 30 September 2023 to €11.8m on
30 September 2024, with the weighted average
unexpired lease term (‘WAULT’) increasing by
8.5years to 10.7 years
Rationale
Successful refinancing of Paris loan, pre-empting
tougher lending conditions for secondary offices
Accretive refinancing of the Rennes loan at
amargin of 1.6% and all-in cost of 4.3%
compared to 6.3% net initial yield
The refinancings position the Company
favourably with significant cash reserves,
modestgearing and they have collectively
extended the portfolios average loan maturity
by13 months with no further debt expiries until
June 2026 (excl. Seville)
Re-financing of the Rennes asset was helped by
the new BREEAM-In-Use ‘Good’ certification
(expiring June 2027)
Frankfurt, Germany Debt Management
Overview Strategic Report Governance Financial Statements Other information (unaudited)
19
Balance sheet
Over the period, the Investment
Manager successfully completed all
remaining refinancings, excluding
Seville, at attractive terms, placing
the Company in a strong financial
position with high cash levels of
c.25 million and no further
debtexpiries until June 2026.
Re-gears have extended the
averageloan maturity by 13 months.
The average blended interest rate
across the loan portfolio has
increased approximately 30 basis
points as a result of higher finance
costs for the new loans.
In detail:
The early refinancing of the Paris
office investment concluded at a
margin of 1.9% for four years, an
increase from the existing margin
of 1.3%. The loan principal was
reduced from €17 million to €14
million. The rationale for the early
refinancing is the expectation for
a tighter and more expensive
lending environment, particularly
for secondary offices.
The refinancing of a €8.6 million
loan secured against the Rennes
industrial asset completed with
the existing lender for five years at
a margin of 1.6%, a slight increase
on the existing 1.4%margin.
The Company’s third-party debt
totals €82.5 million across six loan
facilities as at 30 September 2024.
The current blended all-in interest
rate is 3.2% and the average
remaining loan term is 2.8years.
Theloan to value (‘LTV’) net of cash
is 25% against the Company’s gross
asset value (gross of cash LTV
is33%).
There is a net of cash LTV cap of
35% that restricts concluding new
external loans if the Companys net
LTV is above 35%. An increase in
leverage above 35% as a result of
valuation decline is excluded from
this cap.
The individual loans are detailed in the table below. Each loan is held at the property-owning level instead of the Group
level and is secured by the individual properties noted in the table. There is no cross-collateralisation between loans.
Each loan has specific LTV and income default covenants. We detail the headroom against those covenants in the
latter two columns of the tablebelow.
Lender Property Maturity date
Outstanding
principal Interest rate
Headroom LTV
default
covenant
(% decline)
Headroom net
income default
covenant
(% decline)
VR Bank Westerwald Stuttgart / Hamburg 31/12/2027 €18.00m 3.80% No covenant No covenant
Deutsche Pfandbriefbank Berlin / Frankfurt 30/06/2026 €16.50m 1.31% 33% 44%
BRED Banque Populaire Paris (Saint-Cloud) 15/12/2027 €14.00m 3M Eur+1.9% 17% >50%
ABN Amro The Netherlands industrials
1
27/09/2028 €13.76m 5.30% 39% 25%
Landesbank SAAR Rennes 26/03/2029 €8.60m 4.3% 17% 41%
Münchener Hypothekenbank Seville (50%)
2
31/12/2024 €11.68m 2.01% In breach
3
In cash trap
Total €82.54m
1 The ABN Amro loan is secured against five of the Netherlands industrial assets: Alkmaar, Houten, Utrecht, Venray and Venray II.
2 Includes the Company’s 50% share of external debt in the Seville joint venture of €11.7 million and excludes unamortised finance costs.
3 Operated under a standstill agreement with the lender.
20
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
Strategic Report
Investment Manager’s Report continued
At Seville, the loan continues to
be in breach of its loan covenants.
All excess income generated by
Seville is pledged to the lender.
The loan is secured solely against
the Seville investment, with no
recourse back to the Company or
any other entity within the Group.
The Seville loan is being operated
under a standstill agreement
expiring 31 December 2024
tofacilitate a sale.
A disposal of the Seville property
/entity would reduce portfolio
gearing by approximately 3%.
The German and Dutch loans are
fixed rate for the duration of the
loan term.
The Paris loan is based on a margin
above three-month Euribor. The
Company continues to benefit
from an existing interest rate
hedge, capped at 1.25%,
expiring15 December 2024.
A further interest rate hedge
(capped at 3.25%) has been
acquired covering the remaining
loan period to 15 December
2027. This allows the Company
to benefit from a potential
decline in interest rates.
The combined fair value of the
derivative contracts is €0.7
million as at 30 September 2024.
Outlook
We have reached a pivotal moment
in various real estate sectors, with
growing confidence in occupier
demand, liquidity and property
values. This optimism is supported
by favourable developments
concerning inflation, recent interest
rate cuts and the expected further
easing of monetary policy over the
next 18 to 24 months. Such factors
are anticipated to positively impact
commercial real estate and boost
business confidence.
Occupation markets have
demonstrated resilience,
particularlywithin the sub-markets
where we operate. Our strategic
focus on growth cities and locations
that benefit from infrastructure
improvements, supply constraints and
alternative use investments leased at
competitive rents, positions the
Company favourably.
In addition to these immediate factors,
our strategy continues to reflect the
influence of long-term structural
trends, including urbanisation,
technological advancements,
demographic shifts,and
decarbonisation.
The successful conclusion of
pending lease expiries, particularly for
KPN and Hornbach, will be crucial in
strengthening our incomeprofile and
ensuring dividendstability.
Jeff O’Dwyer
Fund Manager
5 December 2024
Strategic Report Governance Financial Statements Other information (unaudited)
21
Overview Governance
21
Financial Statements Other information (unaudited)
Frankfurt, Germany
22
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
Strategic Report
Energy and Carbon
Consideration of asset energy and carbon profiles
Achieved 2024 GRESB1
4-star rating
Score of 82 (2023: score of 85)
BREEAM-In-Use certifications
6 assets
BREEAM-In-Use ‘Good’ achieved for
Rennes in 2024 (expiring June 2027)
Number of assets with third-party
sustainability and net zero carbon
(‘NZC’) audits undertaken for
12 out of 15 assets
Key achievements
Further information on the Schroders Sustainable Investment Policy and Real Estate Sustainable Investment Policy can be found
https://www.schroderscapital.com/en/global/professional/sustainability-and-impact/policies-reports/
The Investment Manager considers
energy and carbon in the management
of the portfolio assets. Reducing
energy consumption and improving
operational efficiency supports
delivery of good quality buildings,
should benefit tenants’ occupational
experience and costs and may support
tenant retention and attraction.
Inaddition, these aspects are
increasingly subject to regulation and
market requirements and therefore
action helps to future-proof the
portfolio assets against market
requirements andlegislation.
Task Force on Climate-Related
Financial Disclosures
The Investment Manager has
previously provided a statement
of alignment with the principles of
the Task Force on Climate-Related
Financial disclosures (‘TCFD’) in annual
reports. However, in compliance
with the requirements set out in
chapter 2 of the Environmental,
Social and Governance sourcebook
(‘ESG Sourcebook’) of the FCA
Handbook, this year the Manager has
published a mandatory product-level
disclosure consistent with the Task
Force on Climate-Related Financial
Disclosures (‘TCFD’). This is in
addition to the Schroders Real Estate
Investment Management (‘SREIM’)
entity-level TCFD disclosure and the
Schroders plc Climate Report 20231.
These reports provide details on the
approach to the consideration of
climate-related risks and opportunities
across Governance, Strategy, Risk
management and Targets across
Schroders Group and Schroders
Capital real estate. The relevant
climate related financial disclosures
are published at: TCFD Entity and
Product Reports – Institutional
Clients (schroders.com).
Streamlined Energy and
Carbon Reporting
Streamlined Energy and Carbon
Reporting disclosures, including
details of the Companys greenhouse
gas emissions, are set out in the
Streamlined Energy and Carbon
Report on pages 101 to 104.
Overview Strategic Report Governance Financial Statements Other information (unaudited)
23
Overview
EPC performance
2
66%
EPC coverage
100%
Regulatory compliance
Number of assets with
on-site renewables
3 assets with
solarPV
Additional solar PV study being
undertaken at Berlin Hornbach
1 All intellectual property rights to this data belong exclusively to GRESB B.V. All rights reserved. GRESB B.V. has no liability to any person (including a natural
person, corporate or unincorporated body) for any losses, damages, costs, expenses or other liabilities suffered as a result of any use of or reliance on any of
the information which may be attributed to it.
2 Partial coverage due to limitation of country EPC methodology in France and Netherlands. There is no recognised EPC energy assessment methodology for
non-heated/air-conditioned areas within buildings. Industrial/logistic assets tend to be affected the most where the EPC covers only the office area.
3 ‘Green lease’ refers to a lease contract which may include provisions to share building consumption data and for the landlord and tenant to undertake
specific responsibilities and obligations to minimise carbon emissions arising from the development, operation and occupation of a property.
Portfolio green lease coverage
3
44%
By floor area
Houten, Netherlands
24
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
Strategic Report
Business Overview
The following pages set out the Companys strategy for delivering
the investment objective (set out on page 13), the business model,
the risks involved, and how the Board manages and mitigates those
risks. It also details the Company’s purpose, values and culture, how
it interacts with shareholders, and its approach to sustainability.
Company summary
SEREIT invests in European growth
cities and regions. It is a UK closed-
ended real estate investment
company incorporated on 9 January
2015. Since 9 December 2015, the
Company has been listed on the Main
Market of the London Stock Exchange
(ticker: SERE) . It also has a secondary
listing on the Main Board of the
Johannesburg Stock Exchange
(ticker: SCD).
Business model
The Board has appointed the
Investment Manager, Schroder Real
Estate Investment Management
Limited, to implement the
investment strategy and to manage
the Company’s assets in line with the
appropriate restrictions placed on it
by the Board, set out on page 26.
The terms of the appointment are
described more completely in the
Directors’ Report. The Investment
Manager also promotes the
Company using its sales and marketing
teams. The Board and the Investment
Manager work together to deliver the
Companys investment objective,
as demonstrated by the diagram
on the next page. The investment
and promotion processes set out in
the diagram are described in more
detail over the following pages.
Investment
Investment policy
The Company owns a diversified
portfolio of commercial real
estate in Continental Europe with
good property fundamentals. The
Company may invest directly in real
estate assets (both listed and unlisted)
or through investment in special
purpose vehicles, partnerships,
trusts or other structures.
Investment strategy and objectives
Details of the Company’s investment
objective and investment strategy
may be found on page 13.
Diversification and asset allocation
The Board believes that in order to
maximise the stability of the
Company’s income and value, the
optimal strategy for the Company is
toinvest in a portfolio of institutional
grade income-producing assets
diversified by location, use, asset
size, lease duration and tenant
concentration with low vacancy
rates and creditworthy tenants.
Thevalue of any individual asset at
the date of its acquisition may not
exceed 20% of gross assets.
From time to time the Board may
also impose limits on sector, location
and tenant types together with other
activity such as development.
Hamburg, Germany
Overview Strategic Report Governance Financial Statements Other information (unaudited)
25
Investment
Manager
Board
Responsible for
overall strategy and
oversight including
risk management
Activities centred
on the creation of
shareholder value
Strategy
Promotion
Set objectives,
strategy and KPIs
Appoint Investment
Manager and other
service providers to
achieve objectives
Oversee portfolio
management
Oversee the use
ofgearing
Oversee discount
management
Oversee increase in
the Company’s size
and the provision
of liquidity through
share issuance
Marketing and sales
capability of the
Investment Manager
Provision of liquidity
through share
issuance
Support from the
corporate broker
with secondary
market intervention
to assist discount
management
Investment Manager
implements the
investment strategy
by following an
investment process
Support by strong
research and risk
environment
Regular reporting
and interaction
withtheBoard
Competitiveness
Board is focused on
ensuring that the:
Fees and ongoing
charges remain
competitive; and
Vehicle remains
attractive to
investors
Investor value
Borrowings
The Company utilises gearing
with the objective of improving
shareholder returns. Borrowings are
non-recourse and secured against
individual assets or groups of assets
and, at the time of borrowing, gross
debt (net of cash) shall not exceed
35% of the Companys gross assets.
Where borrowings are secured
against a group of assets, such
group of assets shall not exceed
25% of the Company’s gross assets
in order to ensure that investment
risk remains suitably spread.
The Board determines the
appropriate level and structure of
gearing for individual assets or groups
of assets on a deal-by-deal basis,
and gearing against individual assets
or groups of assets may exceed 35%
LTV at the time of borrowing, provided
total gearing of the Company does
not exceed 35% LTV overall. Higher
gearing will only be considered against
individual assets or groups of assets
if the Board considers the particular
characteristics of those assets would
be suitable for higher gearing.
26
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
Strategic Report
Interest rate exposure and
currency hedging
It is the Board’s policy to minimise
interest rate risk, either by ensuring
that borrowings are on a fixed
rate basis, or through the use of
interest rate swaps/derivatives
used solely for hedging purposes.
The Company does not currently
intend to take any currency hedging
in respect of the capital value of
its portfolio of investments, but
may choose to do so if the Board
considers it appropriate in the future.
The Board has concluded that,
based on the current cost of
currency hedging, the Company
will not hedge dividend payments
in currencies other than euro.
The Board will continue to
keep this under review.
Investment restrictions and
spread of investment risk
The Company invests and manages
its assets with the objective of
spreading risk and in accordance
with its published investment policy.
The Company ensures that the
objective of spreading risk has been
achieved by seeking to diversify
its portfolio of assets by location,
use, size, lease duration and tenant
concentration. The properties in the
Companys portfolio described in
the Investment Manager’s Report
demonstrate how the objective of
spreading risk has been achieved.
The Company will not invest
more than 10% of its gross assets
in other listed closed-ended
investment funds, except that
this restriction shall not apply
to investments in listed closed-
ended investment funds which
themselves have stated investment
policies to invest no more than
15% of their gross assets in other
listed closed-ended investment
funds. Further, the Company will
not itself invest more than 15%
of its gross assets in other listed
closed-ended investment funds.
If the Company invests in other
companies or closed-ended
investment funds, which in turn
invest in a portfolio of investments,
the Company will ensure that
the policies and objectives of the
investee conform to the principal
objectives of the Company.
Promotion
The Company promotes its shares to
a broad range of investors, including
discretionary wealth managers,
private investors, financial advisers
and institutions, which have the
potential to be long-term supporters
of the investment strategy.
The Company seeks to achieve this
through its Investment Manager and
corporate broker, which promote the
shares of the Company through
regular contact with both current
and potential shareholders.
These activities consist of investor
lunches, one-on-one meetings,
regional roadshows and attendances
at conferences for professional
investors. In addition, the Company’s
shares are supported by the
Investment Manager’s wider
marketing of investment companies
targeted at all types of investors.
Thisincludes maintaining close
relationships with adviser and
execution-only platforms, advertising
in the trade press, maintaining
relationships with financial journalists
and the provision of digital information
on Schroders’ website. The Board also
seeks active engagement with
investors and meetings with the
Chairman are offered to professional
investors where appropriate.
Key performance indicators
The Board measures the development
and success of the Companys
business through achievement of the
Companys investment objective: to
provide shareholders with a regular
and attractive level of income together
with the potential for income and
capital growth through investing in
commercial real estate in
Continental Europe.
This is considered to be the most
significant key performance
indicator for the Company.
TheBoard regularly reviews its
ability to maintain the level of the
dividend and regularly considers
asset valuations and any movements.
Comment on performance against
the investment objective can be
found in the Chairman’s Statement.
The Board continues to review the
Companys ongoing charges to
ensure that the total costs incurred
by shareholders in the running of
the Company remain competitive
when measured against peer group
funds. An analysis of the Company’s
costs, including management
fees, Directors’ fees and general
expenses, is submitted to each
Board meeting. The management
fee is reviewed at least annually.
Purpose, value and culture
The Company’s investment objective
and purpose is set out on page 13.
As the Company acts through its
service providers, its culture is
represented by the values and
behaviour of the Board and third
parties to which it delegates. The
Board aims to fulfil the Company’s
investment objective by encouraging
a culture of constructive challenge
with all key suppliers and openness
with all stakeholders. The Board is
responsible for embedding the
Company’s culture in the
Company‘soperations.
The Board recognises the
Company’s responsibilities with
respect to corporate and social
responsibility and engages with
its service providers to safeguard
the Company’s interests. As part
of this ongoing monitoring, the
Directors receive reporting from
service providers on matters such
as their anti-bribery and corruption
policies; Modern Slavery Act 2015
statements; diversity policies;
and greenhouse gas and energy
usage reporting. The Management
Engagement Committee reviews
the Company’s service providers.
Its report is on page 46.
Business Overview continued
Overview Strategic Report Governance
27
Financial Statements Other information (unaudited)
27
Corporate and
socialresponsibility
Board composition and diversity
As at 30 September 2024, the
Board comprised three men and one
woman. The biography of each of
these Directors is set out on pages
38 and 39 of the report. Having
considered the performance and
independence of each Director,
the Board has determined that
there are no other relationships or
circumstances which are likely to
affect their judgement nor impair
their independence. Accordingly,
the Board considers each of the
Directors to be independent. Further
information regarding the Chairman’s
independence can be found on
page 42 of the Directors’ Report.
The Board has adopted a diversity
and inclusion policy. The Board
recognises that its debates and
decision-making are greatly enriched
by a wider range of perspectives
and thinking, fostered by diversity
ofexperience and knowledge, social
and ethnic backgrounds, gender, and
cognitive and personal strengths.
The Board will encourage any
recruitment agencies it engages to
find a diverse range of candidates
that meet the objective criteria
agreed for each appointment.
Appointments will always be based
on merit alone. Candidates for Board
vacancies are selected based on
their skills and experience, which
are matched against the balance of
skills and experience of the overall
Board taking into account the
criteria for the role being offered.
Mark Beddy was appointed as
an Independent Non-Executive
Director on 1 January 2024 following
a thorough appointment process.
Implementation of diversity policy
The Board has reported against the
FCA’s UK Listing Rules (LR 6.6.6R(9))
in relation to diversity which
requiresthat:
(i) at least 40% of individuals on the
board are women;
(ii) at least one of the senior board
positions is held by a woman; and
(iii) at least one individual on the
board is from a minority
ethnicbackground.
The FCA defines senior board
positions as Chairman, Chief
Executive Officer (‘CEO’), Chief
Financial Officer (‘CFO’) or Senior
Independent Director (‘SID’). As an
investment trust with no executive
officers, the Company has no CEO
or CFO. The Board has reflected the
senior position of the Chairman in its
diversity tables on the next page.
The Board has chosen to align its
diversity reporting reference date
with the Company’s financial year
end and proposes to maintain this
alignment for future reporting
periods. As at 30 September 2024,
the Company did not meet the
expected targets for a second year.
TheBoard fully supports all forms of
diversity, including gender and
ethnic diversity, and has adopted a
diversity and inclusion policy.
Houten, Netherlands
28
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
Strategic Report
Whilst the Directors are all independent and have a diverse range of views and experiences, the Board remains conscious
that its small composition will make these targets challenging to fully implement. Recognising the benefits of a diverse
Board, it is intended that improving diversity will continue to be a key factor in discussions of succession planning and
when the Board makes its next appointment. Since 30 September 2024, Elizabeth Edwards was appointed as Senior
Independent Director with effect from 6 December 2024.
Table for reporting on gender
Number of
Boardmembers
Percentage of
theBoard
Number of
senior positions
on theBoard UK Listing Rules target
Men 3 75% 1
Women should make up at least
40% of the board and hold at least
one of the senior positions
Women 1 25%
Other
Not specified/prefer not to say
Table for reporting on ethnic background
Number of
Boardmembers
Percentage of
theBoard
Number of
senior positions
on theBoard UK Listing Rules target
White British or other White
(includingminority-white groups)
4 100% 1
At least one member of the board
should be from an ethnic minority
background excluding white ethnic
groups (as set out in categories
used by the Office for National
Statistics)
Mixed Multiple Ethnic Groups
Asian/Asian British
Black/African/Caribbean/Black British
Other ethnic group, including Arab
Not specified/prefer not to say
Financial crime policy
The Company continues to be committed to carrying out its business fairly, honestly and openly operates a financial
crime policy (available on the Company’s website), covering bribery and corruption, tax evasion, money laundering,
terrorist financing and sanctions, as well as seeking confirmations that the Company’s service providers’ policies are
operating soundly.
Relations with shareholders
Shareholder relations are given high priority by both the Board and the Investment Manager. The Company
communicates with shareholders through its web pages, the Annual and Half Year Reports, and regular market
communications which aim to provide shareholders with a clear understanding of the Company’s activities and
its results. In addition to the engagement and meetings held during the year, the Chairmen of the Board and
its Committees attend the AGM and are available to respond to queries and concerns from shareholders.
Business Overview continued
Overview Strategic Report Governance Financial Statements Other information (unaudited)
29
Strategic Review – Governance
Stakeholder engagement, section 172 of the Companies Act 2006
Directors take their responsibilities under section 172 of the Companies Act seriously and are committed to engaging
with and, understanding the views of, the Companys stakeholders and to taking those views into account in the
Board’s decision-making process.
The table below outlines this engagement and the impact on decision-making where appropriate, and cross-refers to
the decisions made by the Board during the year, detailed elsewhere in this report.
Stakeholder Stakeholder considerations, engagement and key decisions
Shareholders
Without investors, who are willing to commit capital in return for a regular and attractive
level of income together with the potential for income and capital growth as per the
Company’s investment objective and purpose, the Company would notexist.
The Company welcomes attendance and participation from shareholders at the
Annual General Meeting. This will provide an opportunity for shareholders to engage
with the Board and the Investment Manager. The annual and half-year results
presentations are available on the Company’s website, with results and key updates
announced via a regulatory news service. The Directors receive regular updates on
the shareholder register, any trading activity and feedback received from investor
meetings held by the Investment Manager and the corporate broker. The Board is
responsible for discount and premium management, and is alert to thevalue
shareholders place on maintaining as low a level ofdiscount volatility aspossible.
As detailed in ‘Promotion’ on page 26 and ‘Relations with shareholders’ on page 28,
the Company engages with its shareholders. The Board considered feedback by
shareholders when declaring four interim dividends in respect of the year ended
30 September 2024. The Directors considered the long-term consequences of
paying up from the Companys distributable reserves, noted the financial position
of the Company, and determined that the payment of the four interim dividends
was in the best interests of its stakeholders.
The Investment Manager
The Board maintains a constructive and collaborative relationship with the
Investment Manager, encouraging open discussion.
The Board invites the Investment Manager to attend all Board and certain Committee
meetings and receives regular reports on the performance of the investments and the
implementation of the investment strategy, policy and objective. The portfolio activities
undertaken by the Investment Manager and the impact of decisions affecting
investment performance are set out in the Investment Manager’s Report on pages
12 to 21.
The Management Engagement Committee reviews the performance of the
Investment Manager, its remuneration and the discharge of its contractual
obligations at least annually.
30
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
Strategic Report
Stakeholder Stakeholder considerations, engagement and key decisions
Other service providers
As an externally managed investment trust, the Board is reliant on service providers
who have a direct working or contractual relationship with the Company. This
includes, but is not limited to, the Depositary, corporate broker and tax advisers.
The Board maintains regular contact with its key service providers, both at the
Board and Committee meetings, and through ad hoc communication throughout
the year. The need to foster business relationships with key service providers is
central to the Directors’ decision-making as the Board of an externally managed
investment trust. The effect of such engagement, to the extent relevant, is detailed
in the Chairman’s Statement; Investment Manager’s Report; Audit, Valuation and
Risk Committee Report; and Management Engagement Committee Report.
During the year, the Management Engagement Committee undertook reviews of the
third-party service providers and agreed that their continued appointment remained in
the best interests of the Company and its shareholders. In this respect, the Committee
periodically reviews the market rates for services received, to ensure that the Company
continues to receive high-quality service at a competitive cost. Subsequent to a review
during 2023, Panmure Gordon (UK) Limited was appointed as the new corporate
broker in October 2023.
During the year, Directors attended a meeting to assess the internal controls of certain
service providers including the Company’s Depositary, Langham Hall, its UK Registrar,
Equiniti, and Schroders Group Internal Audit. These meetings enable the Board to
conduct due diligence on operations and IT risks amongst service providers; and
toreceive up-to-date information changes in regulation and market practice in
theindustry.
The Company’s lenders
Borrowing allows the Company’s shareholders to increase exposure to Winning
Cities and Regions, and maximise returns in favourable markets at a low cost. They
have a financial interest in the success of the Company. The Board is responsible
for ensuring that the Company adheres to all existing loan covenants. The Board
has continued to worked closely with its lenders during the year, particularly in
relation to the Seville asset, which is being managed under an LTV covenant waiver
to facilitate a future sale. All remaining refinancings for the financial year, excluding
Seville, were completed at attractive terms, placing the Company in a strong
financial position. Future loan refinancings are monitored closely and proactive
discussions with third-party lenders commencing well in advance of existing loan
maturity dates to reduce refinancing risk. Furthermore, the Group’s strong cash
position continues to provide viable future alternatives with regard to capital
management. The Company’s next refinancing is in June 2026.
Occupiers
The Company has a diverse range of tenants occupying space across the portfolio.
This includes businesses that operate out of our office or industrial space, and the
retailers and shoppers who work at or visit our retail properties.
Active and constant engagement with occupiers, either directly by the Investment
Manager or through property managers or agents, provides intelligence as to what is
important to them. Understanding changing needs, both at an individual company
level, as well as on a sectoral and broader economic level, is a key tenet informing
both individual asset management decisions as well as the longer-term strategic
direction of theCompany.
Local communities and
theenvironment
Our assets are located across Continental Europe in a range of urban environments.
The buildings and their occupiers are part of the fabric of local communities.
In light of the outsourced business model, the impact of the Company’s operations
on occupiers, local communities and the environment is through the delivery of the
Investment Manager and service providers.
Strategic Review – Governance continued
Overview Strategic Report Governance Financial Statements Other information (unaudited)
31
Principal risks
anduncertainties
The Board is responsible for
theCompany’s system of risk
management and internal control,
andfor reviewing its effectiveness.
The Board has adopted a detailed
matrix of principal risks affecting the
Companys business as an investment
trust and has established associated
policies and processes designed to
manage and, where possible, mitigate
those risks, which are monitored by
the Audit, Valuation and Risk
Committee on an ongoing basis.
Thissystem assists the Board in
determining the nature and extent of
the risks it is willing to take in achieving
the Company’s strategic objectives.
Both the principal risks and the
monitoring system are also subject to
robust review at least annually. Thelast
review took place in November 2024.
Although the Board believes that it
has a robust framework of internal
control in place, this can provide
onlyreasonable, and not absolute,
assurance against material financial
misstatement or loss and is designed
to manage, not eliminate, risk.
Currently the French tax authorities
are proceeding with a tax audit and
have requested additional disclosures
and information regarding previous
tax filings related to the structure.
The range of potential outcomes
indicate a possible outflow of
between €nil and €12.6 million,
excluding potential penalties, together
with a potential impact on the level of
future post-tax profits from the
Group’s investment properties in
France. Based on professional advice,
the Board has decided not to make a
provision, as they do not believe that
an outflow is probable. The Group will
continue monitoring the situation and
will provide further updates as
necessary.
The successful debt refinancings of
both the Saint-Cloud and Rennes
loans in the financial year, with no
further refinancings until June 2026
(excluding Seville for which a standstill
agreement has been agreed to
31 December 2024 to facilitate an
orderly sale, and for which the Group’s
equity has been previously written
down to nil), have been deemed to
have reduced the refinancing risk of
the Company significantly, and the
sustainability of the portfolio has
become a greater focus.
From an emerging risks and
uncertainties perspective, the Board
recognises and continues to be
mindful of the changing global
environment and the potential risks
posed by volatile markets; inflation and
corresponding interest rate changes;
geopolitical uncertainty; structural
changes; and occupier preferences
which could affect the use and
prospects of some real estate sectors.
The Board receives regular updates on
those macro risks from the Investment
Manager. Overall, the diversification of
the Company’s portfolio, and its
evolving strategy to place greater
emphasis on sustainability-led asset
improvements, is expected to help
minimise the impact of these factors.
The Board keeps these matters under
review, particularly in connection
withits decisions to redeploy
investable cash.
The Company’s property portfolio
remains resilient, as evidenced by rent
collection levels over the financial year.
Loan covenants, interest rates, cost of
debt and expiry profiles continue to be
actively managed as part of cash flow
forecasting and liquidity management.
The Company has substantial cash
available providing a robust position
tomanage the Company through
current headwinds facing
Europeaneconomies.
During the year, the Board has
reviewed the principal risks to ensure
that identified risk and mitigating
actions remain appropriate.
A summary of the principal risks and
uncertainties faced by the Company,
and the actions taken by the Board to
manage and mitigate these risks and
uncertainties, are set out below:
Principal risks Mitigation of risk
Investment and strategy
An inappropriate investment strategy,
or failure to implement the strategy,
could lead to underperformance in
theproperty portfolio compared to
the property market generally by
incorrect sector or geographic
weightings or a loss of income through
tenant failure, both of which could
lead to a fall in the value of the
underlyingportfolio.
The Board seeks to mitigate these risks by:
Diversification of its property portfolio through its investment restrictions and guidelines
which are monitored and reported on by the Investment Manager.
Receiving from the Investment Manager timely and accurate management information
including performance data, attribution analysis, property level business plans and
financialprojections.
Monitoring the implementation and results of the investment process with the Investment
Manager with a separate meeting devoted to strategy each year.
Determining a borrowing policy, and ensuring the Investment Manager operates within its
borrowing restrictions and guidelines.
Reviewing marketing and distribution activity, and considering the use of a discount control
mechanism as necessary.
Undertaking an annual review of the ongoing suitability of the Investment Manager.
32
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
Strategic Report
Principal risks Mitigation of risk
Regulatory and tax compliance
The Company has to comply with a
wide range of legislation and
regulations, covering tax, planning,
building regulations, health and
safety, Company law, accounting,
reporting and UK Listing Rules.
The Board has appointed the Investment Manager as its Alternative Investment Fund Manager
(“AIFM”) in accordance with the Alternative Investment Fund Managers Directive (“AIFMD”).
The Investment Manager monitors legal requirements to ensure that adequate procedures and
reminders are in place to meet the Company’s legal requirements and obligations. The Investment
Manager undertakes full legal due diligence with advisors when transacting and managing the
Company’s assets. All contracts entered into by the Company are reviewed by the Company’s legal
and other advisors.
The Board is satisfied that the Investment Manager has adequate procedures in place to ensure
continued compliance with the regulatory requirements of the Financial Conduct Authority, the
UK Listing Rules of the London Stock Exchange and any other required authority. The Investment
Manager has retained external tax advisers, who are overseen by the Schroders tax team, to
ensure compliance with relevant local tax regulations.
With regard to tax, the Group operates in a number of jurisdictions and is subject to periodic
challenges by local tax authorities on a range of tax matters during the normal course of
business. The tax impact can be uncertain until a conclusion is reached with the relevant tax
authority. The Group addresses this uncertainty by closely monitoring tax developments,
seeking independent advice, and maintaining transparency with the authorities it deals with
asand when any enquiries are made.
The French tax authorities have recently commenced a tax audit requesting information
ontaxfilings made in relation to the Group’s SIIC structure. The potential exposure is up
to€12.6million, excluding potential penalties. Having taken professional advice, the Board
remainsof the view that a provision for this tax is not required as they do not consider that
thetax will ultimately be found due. However, the position will remain uncertain until a
conclusion is reached.
This is set out in further detail in note 10 of this Annual Report on page 79.
Economic and property market
The performance of the Company
could be affected by economic,
currency and property market risk. In
the wider economy this could include
inflation, stagflation or deflation
(including in respect of costs such as
construction costs and operating
expenses), economic recessions,
movements in foreign exchange and
interest rates or other external
shocks. The performance of the
underlying property portfolio could
also be affected by structural or
cyclical factors impacting particular
sectors (for example, retail) or regions
of the property market and
counterparty solvency.
The Board considers economic conditions and the uncertainty around political events when
considering investment decisions. The Board mitigates property market risk through the review
of the Company’s strategy on a regular basis and discussions are held to ensure the strategy is
still appropriate or if it needs updating. Diversification of the majority of the portfolio across the
office and industrial/logistics sectors in growth cities, and a focus on functional and affordable
space, provides defensive characteristics.
The portfolio also benefits from a high percentage (approximately 100%) of inflation-linked
leases which contributes to rental growth and mitigates value declines.
The assets of the Company are almost all denominated in non-sterling currencies,
predominantly the euro. No currency hedging is planned, but the Board continues to
considerthe hedging of dividend payments having regard to availability and cost.
Strategic Review – Governance continued
Overview Strategic Report Governance Financial Statements Other information (unaudited)
33
Principal risks Mitigation of risk
Valuation
Property valuations are inherently
subjective and uncertain, due to the
individual nature of each property
and its liquidity, particularly under
stressed market conditions.
Valuations also include annual
reinstatement costs for insurance
purposes. Inflation and availability of
goods and services, could heighten
the risk around correct reinstatement
values and completion programs.
An external valuer provides an independent valuation of all assets at least quarterly. The Audit,
Valuation and Risk Committee includes two experienced chartered surveyors. Members of the
Audit, Valuation and Risk Committee meet with the external valuers to discuss the basis of their
valuations, and their quality control processes, on a quarterly basis.
Gearing and leverage
The Company utilises credit facilities.
These arrangements increase the
funds available for investment through
borrowing. While this has the potential
to enhance investment returns in rising
markets, in falling markets the impact
and availability of financing could be
detrimental to performance, and may
also result in potential non-compliance
with loan covenants or refinancing risk.
Gearing, including loan covenant compliance, is monitored at quarterly Board meetings, and ad
hoc as required, and strict restrictions on borrowings are imposed both internally and by
lenders. The overall cost of debt is regularly reviewed with any new debt or refinancing
presented to the Schroders Real Estate Investment Committee and Board for approval.
All loans which had been due to expire in the 2024 financial year were successfully refinanced in
good time. All remaining refinancings, excluding Seville, are now completed at attractive terms,
placing the Company in a strong financial position. Future loan refinancings are monitored closely
and proactive discussions with third-party lenders commence well in advance of existing loan
maturity dates to reduce refinancing risk. Furthermore, the Group’s strong cash position continues
to provide viable future alternatives should the Group deem that loan repayments, in part or in full,
would be beneficial.
In relation to the Seville asset, the Company is working closely with the lender to manage the
asset under an LTV covenant breach waiver to facilitate a sale. The loan is secured only by the
asset and there is no recourse to the Company, or any other entity in the Group.
34
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
Strategic Report
Risk assessment and
internalcontrols
Risk assessment includes
consideration of the scope and
quality of the systems of internal
control operating within key
service providers, and ensures
regular communication of the
results of monitoring by such
providers to the Audit, Valuation
and Risk Committee, including the
incidence of significant control
failings or weaknesses that have
been identified at any time and
the extent to which they have
resulted in unforeseen outcomes
or contingencies that may have a
material impact on the Company’s
performance or condition.
No significant control failings
or weaknesses were identified
from the Audit, Valuation and
Risk Committee’s ongoing risk
assessment which has been in
place throughout the financial year
and up to the date of this report.
The Board is satisfied that it has
undertaken a detailed review of
the risks facing the Company.
A full analysis of the financial
risksfacing the Company and its
subsidiaries is set out in note 22
onpages 89 to 93.
Viability statement
The Board is required to give a
statement on the Companys viability
which considers the Company’s
current position and principal risks
and uncertainties together with an
assessment of future prospects.
The Board conducted this review over
a five-year time horizon commencing
from the date of this report which
is selected to match the period
over which the Board monitors and
reviews its financial performance
and forecasting. The Investment
Manager prepares five-year total
return forecasts for the Continental
European commercial real estate
market. The Investment Manager uses
these forecasts as part of analysing
acquisition opportunities as well as
for its annual asset level business
planning process. The Board receives
an overview of the asset level business
plans which the Investment Manager
uses to assess the performance of
the underlying portfolio and therefore
make investment decisions such
as disposals and investing capital
expenditure. The Company’s principal
borrowings are for a weighted duration
of 2.6 years and the average unexpired
lease term, assuming all tenants vacate
at the earliest opportunity, is 3.9 years.
The Board’s assessment of viability
considers the principal risks and
uncertainties faced by the Company,
as detailed in the Strategic Review
on pages 31 to 33, which could
negatively impact its ability to deliver
the investment objective, strategy,
liquidity and solvency. This includes
consideration of scenario stress
testing and a cash flow model
prepared by the Investment
Manager that analyses the
sustainability of the Company’s
cashflows, dividend cover,
compliance with bank covenants,
general liquidity requirements and
potential legal and regulatory
changefor a five-year period.
These metrics are subject to
a sensitivity analysis which
involves flexing a number of
the main assumptions including
macroeconomic scenarios, delivery
of specific asset management
initiatives, rental growth and void/
reletting assumptions. The Board
also reviews assumptions regarding
capital recycling and the Company’s
ability to refinance or extend financing
facilities. Steps which are taken to
mitigate these risks as set out in
the Strategic Review on pages 31
to 33 are also taken into account.
Based on the assessment, and
havingconsidered in detail base and
downside scenarios modelling, the
Directors have concluded that there
is a reasonable expectation that the
Company will be able to continue in
operation and meet its liabilities as
they fall due over the five-year
period of their assessment.
Going concern
The Board believes it is appropriate
to adopt the going concern basis in
preparing the financial statements.
Acomprehensive going concern
statement setting out the reasons
the Board considers this to be the
case is set out in note 1 on page 70.
By order of the Board
Sir Julian Berney Bt.
Chairman
5 December 2024
Strategic Review – Governance continued
Rumilly_France
Overview Strategic Report Governance Financial Statements Other information (unaudited)
3535
Other information (unaudited)Financial StatementsGovernanceStrategic ReportOverview
36
Stuttgart, Germany
Contents
38 Board of Directors
40 Directors’ Report
44 Audit, Valuation and Risk Committee Report
46 Management Engagement Committee Report
47 Nomination and Remuneration Committee Report
50 Directors’ Remuneration Report
53 Statement of Directors’ Responsibilities
55 Independent Auditors Report to the members of
Schroder European Real Estate Investment Trust plc
Governance
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
36
37
Overview Strategic Report Financial Statements Other information (unaudited)
37
GovernanceOverview
38
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
Governance
Board of Directors
No Director has any
entitlement to pensions and
the Company has not awarded
any share options or long-term
performance incentives to any
of them. No element of
Directors’ remuneration is
performance-related.
Therewere no payments to
Directors for loss of office.
No Director has a service
contract with the Company.
However, each of the Directors
has a letter of appointment with
the Company. The Directors’
letters of appointment, which
set out the terms of their
appointments, are available
forinspection at the Company’s
registered office address during
normal business hours and will
be available for inspection at
theAGM.
As noted in the Chairman’s
Statement, Mark Beddy has
been appointed as a Director
with effect from 1 January 2024.
Jonathan Thompson stepped
down from the Board at the
AGM held in March 2024 and
was succeeded by Mark Beddy
as Audit, Valuation and Risk
Committee Chairman.
Since year end, Elizabeth
Edwards was appointed as the
Company’s Senior Independent
Director and Mark Beddy was
appointed as Chairman of the
Nomination and Remuneration
Committee with effect from
6 December 2024.
Sir Julian Berney Bt.
Independent Non-Executive Chairman
Mr Mark Patterson
Independent Non-Executive Director
Mr Mark Beddy
Independent Non-Executive Director
Ms Elizabeth Edwards
Senior Independent
Non-Executive Director
Length of service
Nine years – appointed as a Director
and Chairman on 6 November 2015
Nine years – appointed as a Director
on 29 October 2015
Nine months – appointed as a Director
on 1 January 2024
Four years – appointed as a Director on
1 November 2020
Biography
Aged 72, has over 45 years’ real
estate experience. During this period,
he has worked on property
investment portfolios in the UK,
Scandinavia, and Continental Europe.
In recent years he has assisted
Cityhold, part of the National
Pension Fund of Sweden, to acquire
and manage its property investment
portfolio in the UK and Continental
Europe. Formerly he was a director at
BNP Paribas Real Estate Investment
Management with responsibilities to
its European fund and with Aberdeen
Property Investors to develop its
property funds. A large part of his
career was at Jones Lang LaSalle
where he was an international
director and held a number of senior
appointments including chairman of
the Scandinavian businesses,
adirector of the European business
team, and a member of the European
Capital Markets board. He is a
Fellowof the Royal Institution of
Chartered Surveyors.
Committee membership
Audit, Valuation and Risk;
Management Engagement; and
Nomination and Remuneration
Committees (Chairman of the
Nomination and
RemunerationCommittee)
Current remuneration
£50,000 per annum
Material interests in any contract
which is significant to the
Company’s business
None
Shared directorships with any
other Director of the Company
None
Aged 70, is an international banker
with over 30 years’ experience in
investment banking and strategic
planning. He is presently an
operating partner with Corsair
Capital and was formerly with
Standard Chartered Bank where he
was responsible for the development
and execution of Standard
Chartered’s inorganic growth
strategy, where he led a number of
the bank’s acquisitions and
investments as well as its own equity
fundraisings. He previously held
senior investment banking positions
with Australia and New Zealand
Bank, and with Deutsche Bank. He
graduated from Oxford University,
qualified as a solicitor and worked
with Slaughter and May prior to his
move into banking.
Committee membership
Audit, Valuation and Risk;
Management Engagement; and
Nomination and Remuneration
Committees (Chairman of the
Management Engagement
Committee)
Current remuneration
£40,000 per annum
Material interests in any contract
which is significant to the
Company’s business
None
Shared directorships with any
other Director of the Company
None
Aged 64, is a Chartered Accountant and
formerly a senior audit partner in Deloitte
LLP, with wide-ranging audit and
advisory experience of listed companies,
focused on real estate investment,
development and construction. Until
October 2024, he was a trustee of the
British Council, where he was Chair of
the Finance Committee and a member
ofthe Audit & Risk Committee. He is also
a non-executive director of Portfolio
REIT PLC and a trustee of a private
real estate portfolio.
Committee membership
Audit, Valuation and Risk (Chairman of the
Audit, Valuation and Risk Committee);
Management Engagement; and
Nomination and Remuneration
Committees
Current remuneration
£45,000 per annum
Material interests in any contract
which is significant to the
Company’s business
None
Shared directorships with any other
Director of the Company
None
Aged 67, is currently the senior
independent director of CLS Holdings
plc as well as being a member of the
audit and nominations committee. She is
a Trustee of the Central School of Ballet,
where she is also a chair of the audit
committee. A chartered surveyor by
background and a Fellow of the Royal
Institution of Chartered Surveyors, she
has worked in commercial property
investment both in the UK and Europe
since 1980, with a focus on lending.
Committee membership
Audit, Valuation and Risk; Management
Engagement; and Nomination and
Remuneration Committees
Current remuneration
£40,000 per annum
Material interests in any contract
which is significant to the
Company’s business
None
Shared directorships with any other
Director of the Company
None
39
Sir Julian Berney Bt.
Independent Non-Executive Chairman
Mr Mark Patterson
Independent Non-Executive Director
Mr Mark Beddy
Independent Non-Executive Director
Ms Elizabeth Edwards
Senior Independent
Non-Executive Director
Length of service
Nine years – appointed as a Director
and Chairman on 6 November 2015
Nine years – appointed as a Director
on 29 October 2015
Nine months – appointed as a Director
on 1 January 2024
Four years – appointed as a Director on
1 November 2020
Biography
Aged 72, has over 45 years’ real
estate experience. During this period,
he has worked on property
investment portfolios in the UK,
Scandinavia, and Continental Europe.
In recent years he has assisted
Cityhold, part of the National
Pension Fund of Sweden, to acquire
and manage its property investment
portfolio in the UK and Continental
Europe. Formerly he was a director at
BNP Paribas Real Estate Investment
Management with responsibilities to
its European fund and with Aberdeen
Property Investors to develop its
property funds. A large part of his
career was at Jones Lang LaSalle
where he was an international
director and held a number of senior
appointments including chairman of
the Scandinavian businesses,
adirector of the European business
team, and a member of the European
Capital Markets board. He is a
Fellowof the Royal Institution of
Chartered Surveyors.
Committee membership
Audit, Valuation and Risk;
Management Engagement; and
Nomination and Remuneration
Committees (Chairman of the
Nomination and
RemunerationCommittee)
Current remuneration
£50,000 per annum
Material interests in any contract
which is significant to the
Company’s business
None
Shared directorships with any
other Director of the Company
None
Aged 70, is an international banker
with over 30 years’ experience in
investment banking and strategic
planning. He is presently an
operating partner with Corsair
Capital and was formerly with
Standard Chartered Bank where he
was responsible for the development
and execution of Standard
Chartered’s inorganic growth
strategy, where he led a number of
the bank’s acquisitions and
investments as well as its own equity
fundraisings. He previously held
senior investment banking positions
with Australia and New Zealand
Bank, and with Deutsche Bank. He
graduated from Oxford University,
qualified as a solicitor and worked
with Slaughter and May prior to his
move into banking.
Committee membership
Audit, Valuation and Risk;
Management Engagement; and
Nomination and Remuneration
Committees (Chairman of the
Management Engagement
Committee)
Current remuneration
£40,000 per annum
Material interests in any contract
which is significant to the
Company’s business
None
Shared directorships with any
other Director of the Company
None
Aged 64, is a Chartered Accountant and
formerly a senior audit partner in Deloitte
LLP, with wide-ranging audit and
advisory experience of listed companies,
focused on real estate investment,
development and construction. Until
October 2024, he was a trustee of the
British Council, where he was Chair of
the Finance Committee and a member
ofthe Audit & Risk Committee. He is also
a non-executive director of Portfolio
REIT PLC and a trustee of a private
realestate portfolio.
Committee membership
Audit, Valuation and Risk (Chairman of the
Audit, Valuation and Risk Committee);
Management Engagement; and
Nomination and Remuneration
Committees
Current remuneration
£45,000 per annum
Material interests in any contract
which is significant to the
Company’sbusiness
None
Shared directorships with any other
Director of the Company
None
Aged 67, is currently the senior
independent director of CLS Holdings
plc as well as being a member of the
audit and nominations committee. She is
a Trustee of the Central School of Ballet,
where she is also a chair of the audit
committee. A chartered surveyor by
background and a Fellow of the Royal
Institution of Chartered Surveyors, she
has worked in commercial property
investment both in the UK and Europe
since 1980, with a focus on lending.
Committee membership
Audit, Valuation and Risk; Management
Engagement; and Nomination and
Remuneration Committees
Current remuneration
£40,000 per annum
Material interests in any contract
which is significant to the
Company’sbusiness
None
Shared directorships with any other
Director of the Company
None
Overview Strategic Report Financial Statements Other information (unaudited)Governance
40
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
Governance
Directors’ Report
The Directors submit their report and the audited
consolidated financial statements of the Company and
itssubsidiaries (together, the ‘Group’) for the year ended
30 September 2024.
Directors and officers
Chairman
The Chairman is an independent Non-Executive
Directorwho is responsible for leadership of the Board
and ensuring its effectiveness in all aspects of its role.
Asat 30 September 2024, the Chairman had served
onthe Board for 8 years and 11 months since his first
appointment. The Board considers that the Chairman
remains independent and further details of the Board’s
review are provided on page 42. The Chairman’s other
significant commitments are detailed on page 38. He has
no conflicting relationships.
Senior Independent Director (‘SID’)
Since year end, Elizabeth Edwards has been appointed
asthe SID with effect from 6 December 2024. The SID
will provide a clear channel of communication for any
shareholder concerns regarding the Chairman and will
lead the Chairman evaluation as part of the Boards
Annual Effectiveness review.
In accordance with the AIC Code of Corporate
Governance, the Board has reviewed and approved a
policy setting out the responsibilities of the Chair and
theSID.
Company Secretary
Schroder Investment Management Limited provides
company secretarial support to the Board and is
responsible for assisting the Chairman with Board
meetings and advising the Board with respect to
governance. Shareholders wishing to lodge questions
inadvance of the AGM are invited to do so by writing
tothe Company Secretary at the address given on
theinside back cover.
Role and operation of the Board
The Board of four Directors, listed on pages 38 and 39,
isthe Company’s governing body; it sets the Company’s
strategy and is collectively responsible to shareholders
for its long-term success. The Board is responsible for
appointing and subsequently monitoring the activities of
the Investment Manager and other service providers to
ensure that the investment objective of the Company
continues to be met. The Board also ensures that the
Investment Manager adheres to the investment
restrictions set by the Board and acts within the
parameters set by it in respect of any gearing.
A formal schedule of matters specifically reserved for
decision by the Board has been defined and a procedure
adopted for Directors, in the furtherance of their duties,
to take independent professional advice at the expense
of the Company.
The Chairman ensures that all Directors receive relevant
management, regulatory and financial information in a
timely manner and that they are provided, on a regular
basis, with key information on the Company’s policies,
regulatory requirements and internal controls. The
Boardreceives and considers reports regularly from
theInvestment Manager and other key advisers; and
adhoc reports and information are supplied to the
Boardas required.
Four quarterly Board meetings are usually scheduled
each year to deal with matters including: the setting and
monitoring of investment strategy; potential acquisitions
and disposals; approval of borrowings; review of
investment performance; the level of discount of the
Companys shares to underlying NAV per share;
promotion of the Company and services provided by
third parties. In addition, a strategy meeting is held
eachyear. Additional meetings of the Board are
arrangedas required.
The Board has approved a policy on Directors’ conflicts
of interest. Under this policy, Directors are required to
disclose all actual and potential conflicts of interest to
theBoard as they arise for consideration and approval.
The Board may impose restrictions or refuse to
authorisesuch conflicts if deemed appropriate.
Committees
In order to assist the Board in fulfilling its governance
responsibilities, it has delegated certain functions to
Committees. The roles and responsibilities of these
Committees, together with details of work undertaken
during the year under review, are outlined over the next
few pages.
The reports of the Audit, Valuation and Risk Committee,
Management Engagement Committee, and Nomination
and Remuneration Committee are incorporated into,
andform part of, the Directors’ Report.
Key service providers
The Board has adopted an outsourced business model
and has appointed the following key service providers:
Investment Manager
The Company is an Alternative Investment Fund as
defined by the Alternative Investment Fund Managers
Directive and has appointed the Investment Manager
toprovide investment and asset management services
tothe Company and its subsidiaries, and to act as its
Alternative Investment Fund Manager (‘AIFM’) in
accordance with the terms of an Investment
41
Management Agreement. The Investment Management
Agreement, which is governed by the laws of England
and Wales, can be terminated by either party on 12
months’ notice or on immediate notice in the event
ofcertain breaches or the insolvency of either party.
The Investment Manager is authorised and regulated by
the Financial Conduct Authority (‘FCA’) and provides
portfolio management, risk management, accounting
and company secretarial services to the Company under
the Investment Management Agreement. The Investment
Manager also provides general marketing support for the
Company and manages relationships with key investors,
in conjunction with the Chairman, other Board members
or the corporate brokers as appropriate. The Investment
Manager has delegated fund accounting and company
secretarial services to another wholly owned subsidiary
of Schroders plc, Schroder Investment Management
Limited. The Investment Manager has in place
appropriate professional indemnity cover.
The Schroders Group (being Schroders plc and its
subsidiaries, including the Investment Manager) manages
£777.4 billion (as at 30 September 2024) on behalf of
institutional and retail investors, financial institutions and
high net worth clients from around the world, invested
ina broad range of asset classes across equities,
fixedincome, multi-asset and alternatives.
The Investment Manager is entitled to a fee at the
rateof1.1% of the EPRA (European Public Real Estate
Association) NAV of the Group per annum where the
EPRA NAV of the Group is less than or equal to £500
million. To the extent that the EPRA NAV of the Group is
greater than £500 million, the rate to be applied to such
excess shall instead be 1.0% of the EPRA NAV, in each
case, exclusive of VAT.
The management fee payable in respect of the year
ended 30 September 2024 amounted to €1,899,000
(2023: €1,981,000).
During the year ended 30 September 2024, the Investment
Manager was entitled to receive a fee for secretarial and
accounting services provided to the Company.
Details of all amounts payable to the Investment Manager
are set out in note 5 on page 77.
The Board has reviewed the performance of the
Investment Manager during the year under review
andcontinues to consider that it has the appropriate
capabilities required to allow the Company to achieve
itsinvestment objective, and believes that the continuing
appointment of the Investment Manager is in the best
interest of shareholders as a whole.
Depositary
Langham Hall UK Depositary LLP, which is authorised
and regulated by the FCA, carries out certain duties of
aDepositary specified in the AIFM Directive including,
inrelation to the Company, as follows:
safekeeping of the assets of the Company which are
entrusted to it;
monitoring of the Company’s cash flows; and
oversight of the Company and the InvestmentManager.
The Company, the Investment Manager or the Depositary
may terminate the Depositary Agreement at any time by
giving to the other parties not less than three months’
written notice. The Depositary may only be removed
from office when a new Depositary is appointed by
theCompany.
Compliance with the AIC Code of
CorporateGovernance
The Board of the Company has considered the principles
and provisions of the AIC Code of Corporate Governance,
as published in February 2019 (the ‘AIC Code’). The AIC
Code addresses the principles and provisions set out in
the UK Corporate Governance Code (the ‘UK Code’), as
well as setting out additional provisions on issues that
areof specific relevance to the Company.
The Board considers that reporting against the principles
and provisions of the AIC Code, which has been endorsed
by the Financial Reporting Council, provides more relevant
information to shareholders. The AIC Code isavailable on
the AIC website (www.theaic.co.uk). Itincludes an
explanation of how the AIC Code adopts the principles and
provisions set out in the UK Code to make them relevant for
investment companies. The UK Code is available from the
Financial Reporting Council’s website at www.frc.org.uk.
The FCA requires all UK listed companies to disclose
how they have complied with the provisions of the UK
Code. This statement, together with the Statement of
Directors’ Responsibilities set out on page 53 and the
viability and going concern statements set out on page
34 indicate how the Company has complied with the
principles of good governance of the UK Code and its
requirements on internal control. The Strategic Report
and Directors’ Report provide further details on the
Company’s internal controls (including risk management),
governance and diversity policies.
The Company has complied with the principles and
provisions of the AIC Code, save for the provision relating to
the appointment of a SID. As the Board comprises entirely
Non-Executive Directors, the appointment of a SID has
previously not been considered necessary. During the
period under review, the Chairman of the Audit, Valuation
and Risk Committee effectively acted as a SID, being
available to Directors and/or shareholders if they have
concerns which cannot be resolved through discussion
with the Chairman.
Overview Strategic Report Governance Financial Statements Other information (unaudited)
42
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
Governance
Since year end, the Board reviewed the role of the SID,
and it was agreed that going forward this would be a
beneficial role. Accordingly, Elizabeth Edwards has
beenappointed as the SID from 6 December 2024.
In relation to Principle 13, regarding the independence
ofthe non-executive directors, the Board acknowledges
that, since year end, the Chairman of the Board and Mark
Patterson have been on the Board of Directors for more
than nine years. Mark Patterson, having completed his
nine-year tenure, will not seek re-election at the
forthcoming AGM and will be replaced as Management
Engagement Committee Chair by Elizabeth Edwards.
Regarding Sir Julian Berney Bt., while this means the length
of his tenure will exceed the recommended period of nine
years, the Board considers him to remain independent with
there being no relationships or circumstances which are
likely to affect his judgement or impair his independence.
The Board have extensively reviewed the credentials of the
Chairman and have considered the experience and
knowledge of the Chairman, and agree that this continues
to be beneficial to the Board, especially in light of current
succession plans. As part of the succession planning of the
Chairman and his wider responsibilities, Mark Beddy was
appointed as Chair of the Nomination and Remuneration
Committee with effect from 6 December 2024.
Also, the Nomination and Remuneration Committee is
responsible for reviewing Directors’ remuneration and,
accordingly, there is no separate Remuneration Committee.
The Board is mindful of the publication of the updated
2024AIC Code, noting that the majority of its
provisionswill apply to the Company’s financial year
ending30 September 2026.
Dividend and dividend policy
Having already declared and paid interim dividends
amounting to 4.44 euro cents per share, the Board has
declared a fourth interim dividend of 1.48 euro cents per
share for the year ended 30 September 2024 which will
be payable on 31 January 2025 to shareholders on the
Register on 3 January 2025. Thus, dividends declared in
respect of the year ended 30 September 2024 amount
to 5.92 euro cents (2023: 6.66 euro cents) per share.
The Company aims to deliver a growing, fully covered
dividend. In line with the Board’s policy, it is expected
that interim dividends on the Company’s ordinary
shareswill continue to be declared and paid quarterly.
Other required Directors’ Report disclosures
under laws, regulations and the Code
Status
The Company carries on business as an investment trust. Its
shares are listed and admitted to trading on the London
Stock Exchange. It also has a secondary listing on the
Main Board of Johannesburg Stock Exchange Limited
(‘JSE’). The Company has been approved by HM Revenue
and Customs as an investment trust in accordance with
section 1158 of the Corporation Tax Act 2010, by way of a
one-off application and it is intended that the Company will
continue to conduct its affairs in a manner which will enable
it to retain this status.
The Company is domiciled in the UK and is an investment
company within the meaning of section 833 of the
Companies Act 2006. The Company is not a close
company for taxation purposes.
It is not intended that the Company should have a limited
life, and the Articles of Association do not contain any
provisions for review of the future of the Company at
specified intervals.
As at the date of this report, the Company had 19
subsidiaries, details of which are set out in note 15
onpages 84 and 85, and a branch in France.
UK Listing Rule disclosure
The Company confirms that there are no items which
require disclosure under UK Listing Rule 6.6.4R in
respect of the year ended 30 September 2024.
Financial risk management
Details of the Company’s financial risk management
objectives and exposure to risk can be found in note 22
on pages 89 to 93.
Share capital and substantial share interests
As at the date of this report, the Company had 133,734,686
ordinary shares of 10 pence each in issue. No shares are
held in treasury. Accordingly, the total number of voting
rights in the Company at the date of signing this report
is133,734,686. There have been no changes to the
Company’s share capital during the year under review.
There are no restrictions on voting rights and no restrictions
concerning the transfer of shares in the Company except
that certain restrictions may from time to time be imposed
by laws and regulations (for example, insider trading laws).
Directors’ Report continued
43
There are no special rights with regard to control attached
to securities and no agreements between holders of
securities regarding their transfer known to the Company;
and no agreements to which the Company is a party that
might change or fall away on a change of control or trigger
any compensatory payments for Directors, following
asuccessful takeover bid.
The Company has received notifications in accordance
with the FCA’s Disclosure Guidance and Transparency
Rule 5.1.2R of the below interests in 3% or more of
thevoting rights attaching to the Companys issued
sharecapital:
Number of
ordinary shares
as at
30 September
2024
Percentage of
total voting
rights
Truffle Asset Management
PtyLimited
13,374,389 10.00
1
Schroders plc 10,750,000 8.04
Rathbones Investment
Management Limited/ Investec
Wealth and Investment Limited
6,611,016 4.94
2
Close Asset
ManagementLimited
6,775,921 5.07
Wesleyan Assurance Society 4,042,500 3.02
1 The Board is aware that, since the last notification made to the Company
in March 2016, the investor’s percentage of total voting rights has fallen
below 3%.
2 Ownership includes the combined Rathbones and Investec Wealth
interests which were merged on 21 September 2023.
There have been no notified changes to the holdings set
out above as at the date of this report.
Provision of information to the Auditor
The Directors at the date of approval of this report
confirm that, as far as each of them is aware, there is
norelevant audit 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 in
ordertomake themselves aware of any relevant audit
information and to establish that the Company’s Auditor
is aware ofthat information.
Directors’ attendance at meetings
The number of quarterly meetings of the Board and its
Committees held during the financial year and the
attendance of individual Directors is shown below.
Whenever possible all Directors attend the AGM.
Board
Audit,
Valuation and
Risk
Committee
Nomination
and
Remuneration
Committee
Management
Engagement
Committee
Sir Julian
Berney Bt.
(Chairman)
4/4 4/4 2/2 2/2
Jonathan
Thompson
1
2/2 2/2 1/1 1/1
Mark Patterson 4/4 4/4 2/2 2/2
Elizabeth
Edwards
4/4 3/4
3
2/2 2/2
Mark Beddy
2
3/3 3/3 1/1 1/1
1 Jonathan Thompson retired with effect from 18 March 2024.
2 Mark Beddy was appointed on 1 January 2024.
3 Due to an unforeseen travel disruption, Elizabeth Edwards was
unfortunately unable to attend, the Audit, Valuation and Risk Committee
meeting held in September 2024. Elizabeth had access to all relevant
Board and Audit Committee meeting materials prior to the meeting.
In addition to the above meetings, the Board met on an
ad hoc basis during the year to discuss matters as they
arose, including an annual strategy meeting. In addition,
the Audit, Valuation and Risk Committee also met several
times during the year to consider internal controls and
valuation matters. Additional sub-committee meetings of
the Board were also held during the year in respect of the
Companys payment of dividends, approval of NAV,
approval of financial statements and results, and other
administrative matters and approvals.
Directors’ and officers’ liability insurance
andindemnity
Directors’ and officers’ liability insurance cover has been
in place for the Directors throughout the year under
review and to the date of this report. TheCompany’s
Articles of Association provide, subject to the provisions
of UK legislation, an indemnity for Directors in respect of
costs which they may incur relating to the defence of any
proceedings brought against them arising out of their
positions as Directors, inwhich they are acquitted or
judgment is given in theirfavour by the Court. This is a
qualifying third-party indemnity and was in place
throughout the year under review for each Director and
to the date of this report.
Streamlined Energy and Carbon Reporting
Streamlined Energy and Carbon Reporting disclosures,
including details of the Company’s GHG, are set out in
the Streamlined Energy and Carbon Report on pages
101to 104.
By order of the Board
Schroder Investment Management Limited
Company Secretary
5 December 2024
Overview Strategic Report Governance Financial Statements Other information (unaudited)
'
44
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
Governance
Audit, Valuation and Risk Committee Report
The responsibilities and work carried out by the Audit,
Valuation and Risk Committee during the year under
review are set out in the following report. The duties
andresponsibilities of the Committee, which include
monitoring the integrity of the Company’s financial
reporting and internal controls, may be found in the terms
ofreference which are set out on the Company’s web
pages at www.schroders.co.uk/sereit. All Directors are
members of the Committee. Jonathan Thompson was
the Chairman of the Committee until his retirement on
18 March 2024; subsequently, Mark Beddy was appointed
as Chair of the Committee with effect from the same date.
The Chairman of the Board is a member of the Committee,
and was independent on appointment. The Board has
satisfied itself that at least one of the Committee’s members
has recent and relevant financial experience and that the
Committee as a whole has competence relevant to the
sector in which the Companyoperates.
The Committee met quarterly and held additional meetings
on an ad hoc basis during the year ended 30 September
2024. The Committee discharged its responsibilities by:
reviewing the property valuations prepared by
KnightFrank LLP;
considering its terms of reference;
reviewing the Half Year and Annual Report and Accounts
and related audit plans and engagement letters;
reviewing environmental, social and governance
(‘ESG’)matters;
reviewing the provision of non-audit services by
theAuditor;
reviewing the independence of the Auditor;
evaluating the Auditor’s performance;
reviewing the risk matrix and principal risks faced by the
Company, together with the systems, processes and
oversight in place to manage and mitigate the risks;
reviewing the internal control system;
considering accounting policies used in preparing the
accounts of the Company; and
reviewing the calculation of the management fee.
Annual Report and financial statements
During its review of the Companys financial statements for the year ended 30 September 2024, the Audit, Valuation
and Risk Committee considered the following significant issues, including principal risks and uncertainties in light of
the Company’s activities, and issues communicated by the Auditor during its reporting:
Matter Action
Property valuation
Property valuation is central to the
business and is a significant area of
judgement. Although valued by an
independent firm of valuers, Knight
Frank LLP, the valuation is
inherently subjective.
Errors in valuation could have a
material impact on the
Group’sNAV.
The Audit, Valuation and Risk Committee reviewed the outcomes of the valuation process
throughout the year and discussed the detail of each quarterly valuation with the Investment
Manager at the Committee meetings.
The Audit, Valuation and Risk Committee met with Knight Frank LLP each quarter to discuss the
process, assumptions, independence and communication with the Investment Manager. As this is
the main area of audit focus, the Auditor contacts the valuers directly and independently of the
Investment Manager. The Audit, Valuation and Risk Committee receives detailed verbal and
written reports from the Auditor on this matter as part of their half year and year end reporting
tothe Audit, Valuation and RiskCommittee.
On the basis of the above, the Audit, Valuation and Risk Committee concluded that the valuations
were suitable for inclusion in the financial statements and recommended this to the Board.
Overall accuracy of the
HalfYear andAnnual
ReportandAccounts
Consideration of the draft Half Year and Annual Report and Accounts and the letterfrom the
Investment Manager in support of the letter of representation to the Auditor.
Calculation of the
investment management fee
Consideration of methodology used to calculate the fee, matched against the criteria set out in
the Investment Management Agreement.
Internal controls and
riskmanagement
The AIC Code requires the Board to monitor the Company’s risk management and internal control
systems and, at least annually, carry out areview of their effectiveness and report on that review in
the annual report. The Audit, Valuation and Risk Committee, on behalf of the Board, regularly
reviews a detailed ‘risk matrix identifying significant strategic, investment-related, operational and
service provider-related risks and ensures that risk management and all aspects of internal control
are reviewed at least annually.
The Company’s system of internal controls is substantially reliant on the Investment Manager’s
own internal controls and internal audit processes due to the relationships in place.
Although the Board believes that it has a robust framework of internal controls in place, this can provide
only reasonable and not absolute assurance against material financial misstatement or loss and is designed
to manage, not eliminate, risk. Nosignificant issues were identified from the internal controls review.
Compliance with the
investment trust qualifying
rules in section 1158 of the
Corporation Tax Act2010
Consideration of the Investment Managers Report confirming compliance.
45
Independent Auditor
Ernst & Young LLP have provided audit services to the
Company since it was appointed in 2023, following a
competitive tender process. Under mandatory audit
rotation rules, the Company will be required to conduct
an external audit tender no later than for the financial year
beginning 1 October 2033. Ernst & Young LLP have
indicated their willingness to continue in office.
A resolution to re-appoint Ernst & Young LLP as the
Companys Auditor and to authorise the Directors to
determine their remuneration will be proposed at the
forthcoming AGM.
Effectiveness of the independent audit process
The Committee evaluated the effectiveness of the
independent audit firm, Ernst & Young LLP, and its audit
process prior to making a recommendation on its re-
appointment at the forthcoming AGM. This evaluation
involved an assessment of the effectiveness of the Auditor’s
performance against agreed criteria including: qualification;
knowledge, expertise and resources; independence
policies; effectiveness of audit planning; adherence to
auditing standards; and overall competence. As part of the
evaluation, the Committee considered feedback from the
Investment Manager on the audit process and the year-end
report from the Auditor, which details compliance with
regulatory requirements, on safeguards that have been
established, and on their own internal quality control
procedures. The members of the Committee were also
given the opportunity to meet with the Auditor without
representatives of the Investment Manager present.
Representatives of the Auditor attend the Committee
meeting at which the draft Half Year and Annual Report
andAccounts are considered. Having reviewed the
performance of the Auditor as described above, the
Committee considered it appropriate to recommend
thefirm’s re-appointment.
The Auditor is required to rotate the senior statutory
auditor every five years. This is the second year that the
senior statutory auditor, Denise Davidson, has conducted
the audit of the Companys financial statements. A new
senior statutory auditor will conduct the Company’s audit
in 2028. There are no contractual obligations restricting
the choice of external auditors.
Provision of non-audit services
The Audit, Valuation and Risk Committee has reviewed
theFinancial Reporting Councils Guidance on Audit
Committees and has formulated a policy on the
provisionof non-audit services by the Company’s
Auditor. TheAudit, Valuation and Risk Committee has
determined that the Company’s appointed Auditor may,
if required, provide non-audit services; however, this will
be judged on a case-by-case basis, prior to any such
services being carried out.
During the year, the Auditor carried out an interim review
which is an assurance related non-audit service. The interim
review fee was €52,100 (2023: €51,000). The Auditor did
not perform any other non-audit services during the year.
Internal audit
The Company does not have an internal audit function; it
delegates to third parties most of its operations and only
has one part-time employee. The Audit, Valuation and Risk
Committee will continue to monitor the system of internal
control in order to provide assurance that it operates as
intended and the Committee members will annually
review whether an internal audit function is needed.
Aspart of this process, the Committee Chairman
meetsannually with Schroders Group Internal Audit.
Mark Beddy
Audit, Valuation and Risk Committee Chair
5 December 2024
Recommendations made to, and approved by, the Board:
That the Committee’s Terms of Reference and Non-Audit Services Policy remained appropriate.
That the Investment Management Fee remained appropriate.
That asset valuations be included in property portfolio valuation announcements and the annual financial
results announcement.
That as a result of the work performed, the Committee has concluded that the Annual Report for the year
ended 30 September 2024, taken as a whole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Companys position, performance, business model and
strategy, and has reported on these findings to the Board. The Boards conclusions in this respect are set out
in the Statement of Directors’ Responsibilities on page 53.
That the going concern presumption be adopted in the Annual Report and Accounts and the explanations
setout in the viability statement.
That the Annual Report and Accounts be approved.
That, having reviewed the performance of the Auditor, the Auditor be recommended for re-appointment.
Resolutions to re-appoint Ernst & Young LLP as Auditor to the Company, and to authorise the Directors to
determine their remuneration, will be proposed at the AGM.
Overview Strategic Report Governance Financial Statements Other information (unaudited)
46
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
Governance
Management Engagement Committee Report
The Management Engagement Committee is responsible for: (1) the monitoring and oversight of the Investment
Manager’s performance and fees, and confirming the Investment Manager’s ongoing suitability; and (2) reviewing
andassessing the Company’s other service providers, including reviewing their fees. All Directors are members of
theCommittee. Mark Patterson is the Chairman of the Committee. Upon Mark Patterson’s retirement from the Board
prior to the forthcoming AGM on 17 March 2025, Elizabeth Edwards will be appointed as the Chair of the Committee.
The Committee’s terms of reference are available on the Company’s web pages at www.schroders.co.uk/sereit.
Approach
Oversight of the Investment Manager Oversight of other service providers
The Committee:
reviews the Investment Manager’s performance and suitability;
considers the reporting it has received from the Investment Manager
throughout the year, and the reporting from the Investment Manager
to shareholders;
assesses management fees on an absolute and relative basis,
receiving input from the Company’s corporate broker, including peer
group and industry figures, as well as the structure of the fees;
reviews the appropriateness of the Investment Manager’s contract,
including terms such as notice period; and
assesses whether the Company receives appropriate administrative,
accounting, company secretarial and marketing support from the
Investment Manager.
The Committee:
reviews the performance and competitiveness of the
Company’s service providers on at least an annual basis,
including the corporate broker, the valuers and the
registrars; and
noted the Audit, Valuation and Risk Committee’s review
of the Auditor.
Application during the year
Oversight of the Investment Manager Oversight of other service providers
The Committee undertook a detailed review of the Investment
Managers performance and agreed that it has the appropriate
capabilities required to allow the Company to meet its
investmentobjective.
The Committee also reviewed the terms of the Investment
Management Agreement and agreed they remained fit for purpose.
The Committee reviewed the other services provided by the
Investment Manager and agreed they were satisfactory.
During the year, the Management Engagement
Committee undertook reviews of the third-party service
providers and agreed that their continued appointment
remained in the best interests of the Company and its
shareholders. In this respect, the Committee periodically
reviews the market rates for services received, to ensure
that the Company continues to receive high-quality
service at a competitive cost.
Subsequent to a review during the previous financial year,
Panmure Gordon (UK) Limited was appointed as the new
corporate broker in October 2023.
The Committee noted that the Audit, Valuation and
RiskCommittee had undertaken a detailed evaluation of
the Investment Manager, Depositary and Registrar’s
internal controls.
During the year, the Companys sustainability service
provider Evora was replaced by Deepki.
Recommendations made to, and approved by, the Board:
That the ongoing appointment of the Investment Manager on the terms of the Investment Management
Agreement, including the fee, was in the best interests of shareholders as a whole.
That the Company’s service providers’ performance remained satisfactory.
47
Nomination and Remuneration Committee Report
The Nomination and Remuneration Committee is responsible for: (1) the recruitment, selection and induction of
Directors; (2) their assessment during their tenure; and (3) the Board’s succession. All Directors are members of
theCommittee and the Chairman of the Board is the Chairman of the Committee. As part of succession planning,
MarkBeddy has been appointed as the Chair of the Committee with effect from 6 December 2024. The Committee’s
terms of reference are available on the Companys web pages at www.schroders.co.uk/sereit.
Oversight of Directors
Selection Induction
Annual
evaluation
Annual review
of succession
policy
Application
of succession
policy
Approach
Selection and induction Board evaluation and Directors’ fees Succession
Committee prepares a job specification for
each role. For the Chair of the Board and
the Chairs of each Committee, the
Committee considers current Board
members too.
Job specification outlines the knowledge,
professional skills, personal qualities and
experience requirements.
Potential candidates assessed against the
Company’s diversity policy.
Committee discusses the long list, invites a
number of candidates for interview and
makes a recommendation to the Board.
Committee reviews the induction and
training of new Directors.
Committee assesses each Director
annually as well as the performance of the
Board as a whole and its Committees.
Evaluation focuses on whether each
Director continues to demonstrate
commitment to their role and provides
avaluable contribution to the Board
during the year, taking into account
timecommitment, independence,
conflicts and training needs.
Following the evaluation, the Committee
provides a recommendation to
shareholders with respect to the annual
re-election of Directors at the AGM.
All Directors retire at the AGM and
theirre-election is subject to
shareholderapproval.
Committee reviews Directors’ fees,
taking into account comparative data
and reports to shareholders.
Any proposed changes to the
Remuneration Policy for Directors are
discussed and reported to shareholders.
Further information regarding Remuneration
can be found on pages 50 to 52 of the
Directors’ Remuneration Report.
Committee has formulated a
succession plan which is reviewed and
maintained through the Nomination
and Remuneration Committee to
promote regular refreshment and
diversity, whilst maintaining stability
and continuity of skill and knowledge
on the Board.
Committee reviews the Board’s
current and future needs at least
annually. Should any need be
identified, the Committee will
initiatethe selection process.
Committee will oversee the handover
process for retiring Directors.
Since year end, on 5 December 2024,
a Board tenure policy (‘Board Tenure
Policy’) was adopted. The Committee
considers it to be inappropriate to set a
specific tenure limit for any individual
director or the Chair of the Board.
Instead, as set out in the Board Tenure
Policy, the Board will seek to recruit a
new Director on average every 2-4
years to regularly bring the challenge
of fresh thinking into the Board’s
discussions. Through the Board
Tenure Policy the Committee seeks
toachieve a range of skills, experience,
backgrounds and lengths of services
among its members.
Overview Strategic Report Governance Financial Statements Other information (unaudited)
48
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
Governance
Application during the year
Selection and induction Board evaluation and Directors’ fees Succession
Mark Beddy was appointed as a Non-
Executive Director of the Board with effect
from 1 January 2024. Mark Beddy’s
appointment was made following a review
of the Board’s composition, diversity,
efficacy and length of service. Having
regard to the Company’s Articles of
Association and the Board’s succession
plan, the Committee drew up a list of
desirable skills and industry experience for
a new Director. Mark Beddy’s appointment
was made following an interview process
where it was determined that he was the
best candidate for the role. No external
search agency was used in this process.
Following Mark Beddys appointment,
aformal and tailored induction plan was
conducted. The aim of the induction was
toprovide a detailed insight into the
Company, which included a breadth
ofareas including strategy, shareholder
relations, risk management and Board
dynamics. As part of the induction process,
Mark Beddy met with members of the
Board and key stakeholders within
Schroders and the Investment Manager.
The annual Board evaluation was
undertaken in September 2024.
The Committee reviewed each Director’s
time commitment and independence by
reviewing a complete list of appointments,
including pro bono not for profit roles, to
ensure that each Director remained free
from conflict and had sufficient time
available to discharge each of their duties
effectively. AllDirectors were
consideredto be independent in
characterandjudgement.
The Committee considered each
Director’s contributions, and noted that
in addition to extensive experience as
professionals and non-executive
Directors, each Director has valuable
skills and experience, as detailed in
theirbiographies on pages 38 and 39.
Based on its assessment, the Committee
provided individual recommendations for
each Director’s re-election, except Mark
Patterson who will retire from the Board
prior to the 2025 AGM.
The Committee last increased
Directors’fees in 2021. During the year,
theCommittee reviewed Directors’
fees,using external benchmarking,
andrecommended no increase.
During the year, the Committee has
held extensive succession planning
discussions. In accordance with the
succession plan, Jonathan Thompson
retired from the Board prior to the
Company’s 2024 AGM on
18 March2024 and Mark Beddy,
having appropriate skills and
experience, wasappointed as Chair
ofthe Audit, Valuation and Risk
Committee on thesame date.
As at the date of this report, both
MarkPatterson and Sir Julian Berney
Bt. have been members of the Board
for nine years. Mark Paterson will
retire from the Board prior to the
forthcoming AGM to be held on
17 March 2025. To avoid losing
valuable corporate knowledge and
specific skillsets simultaneously, it is
intended that Sir Julian Berney Bt.
willremain on the Board until the
2026AGM.
During the course of 2025, the
Committee will continue to implement
its succession plan and begin a search
for a new chair of the Board.
As part of succession planning,
uponMark Patterson’s retirement
prior to the forthcoming 2025 AGM,
ElizabethEdwards will be appointed
aChair of the Management
Engagement Committee.
Elizabeth Edwards has been appointed
as Senior Independent Director and
Mark Beddy has been appointed as
Chair or the Nomination and
Remuneration Committee with
effectfrom 6 December 2024.
Nomination and Remuneration Committee Report continued
49
Recommendations made to, and approved by, the Board:
That no Directors’ fee increase is recommended.
The appointment of Mark Beddy as a as a Non-Executive Director of the Board with effect from
1 January2024 and subsequently appointed as Chair of the Audit Committee following the Company’s
2024AGM on 18 March 2024.
That a Board Tenure Policy be adopted.
That the Committee’s Terms of Reference remained appropriate.
That Elizabeth Edwards be appointed as the Company’s Senior Independent Director with effect from
6 December 2024.
That Mark Beddy be appointed as Chair of the Nomination and Remuneration Committee with effect from
6 December 2024.
That, upon Mark Patterson’s retirement, Elizabeth Edwards be appointed as the Chair of the Management
Engagement Committee.
That the Directors continue to demonstrate commitment to their roles, provide a valuable contribution to the
deliberations of the Board and remain free from conflicts with the Company and its Directors, so should all be
recommended for re-election or election by shareholders at the AGM, except for Mark Patterson who will
retire from the Board of Directors prior to the 2025 AGM.
That the Directors’ Remuneration Report be put to shareholders for approval as an advisory vote at the
2025 AGM.
That the Directors’ Remuneration Policy be put to shareholders for approval at the 2025 AGM.
Overview Strategic Report Governance Financial Statements Other information (unaudited)
50
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
Governance
Directors’ Remuneration Report
Introduction
The following Remuneration Policy is currently in force
and is subject to a binding vote every three years.
Thenext vote will take place at the AGM in 2025 and
thecurrent policy provisions will continue to apply until
thatdate. The below Directors’ Remuneration Report is
subject to an annual advisory vote. An ordinary resolution
to approve this report will be put to shareholders at the
forthcoming AGM.
At the AGM held on 8 March 2022, 98.16% of the
votescast (including votes cast at the Chairman’s discretion)
in respect of approval of the Remuneration Policy were
infavour, while 1.84% were against. 216,515votes
werewithheld.
At the AGM held on 18 March 2024, 99.71% of the votes
cast (including votes cast at the Chairman’s discretion)
inrespect of approval of the Annual Report on
Remuneration for the period ended 30 September 2023
were in favour, while 1.29% were against. 256,581 votes
were withheld.
Annual Statement from the Chairman
oftheCommittee
I am pleased to present the Directors’ Remuneration
Report for the year 30 September 2024. During the year,
the Committee reviewed the Directors’ fees and the
outcome of this review can be found on the next page.
Directors’ Remuneration Policy
The determination of the Directors’ fees is considered
bythe Nomination and Remuneration Committee and
theBoard.
It is the Board’s policy to determine the level of Directors’
remuneration having regard to amounts payable to
Non-Executive Directors in the industry generally, the
role that individual Directors fulfil in respect of Board and
Committee responsibilities, and time committed to the
Company’s affairs, taking into account the aggregate
limit of fees set out in the Company’s Articles of
Association. This aggregate level of fees is currently
setat £500,000 per annum and any increase requires
approval by the Board and the Companys shareholders.
The Chairman of the Board receives fees at a higher
ratethan the other Directors to reflect his additional
responsibilities, as may the Chairman of the Audit,
Valuation and Risk Committee should the Board think it
appropriate. Directors’ fees are set at a level to recruit
and retain individuals of sufficient calibre, with the level
of knowledge, experience and expertise necessary to
promote the success of the Company in reaching its
short and long-term strategic objectives.
The Board and its Committees exclusively comprise
Non-Executive Directors. No Director past or present
hasan entitlement to a pension from the Company, and
the Company has not, and does not intend to operate a
share scheme for Directors or to award any share options
or long-term performance incentives to any Director.
NoDirector has a service contract with the Company.
However, Directors have a letter of appointment.
Directors do not receive exit payments and are not
provided with any compensation for loss of office.
Noother payments are made to Directors other than the
reimbursement of reasonable out-of-pocket expenses
incurred in attending to the Company’s business.
The terms of Directors’ letters of appointment are
available for inspection at the Company’s registered
office address during normal business hours and
duringthe AGM at the location of such meeting.
The Board did not seek the views of shareholders in
setting this Remuneration Policy. Any comments on
thepolicy received from shareholders would be
considered on a case-by-case basis.
As at the date of this report, the Company had one part-
time employee. In light of the fact that the Company’s Board
is comprised entirely of Non-Executive Directors without
entitlement to a pension, share scheme, share options or
long-term performance incentives, the employee’s pay and
employment conditions were not taken into account when
setting this Remuneration Policy, nor was the employee
consulted in itsconstruction.
Directors’ fees are reviewed annually and take into
account research from third parties on the fee levels of
Directors of peer group companies, as well as industry
norms and factors affecting the time commitment
expected of the Directors. New Directors are subject
tothe provisions set out in this Remuneration Policy.
51
Directors’ Remuneration Report
This report sets out how the Directors’ Remuneration Policy was implemented during the year ended
30 September2024.
Fees paid to Directors
During the year ended 30 September 2024, the Chairman of the Board was paid a fee of £50,000, the Chairman of
the Audit, Valuation and Risk Committee was paid £45,000 and the other members of the Board were each paid a
feeof£40,000.
The following amounts were paid by the Company to the Directors for services as Non-Executive Directors in respect
of the year ended 30 September 2024 and the previous financial year. The euro equivalent of the Directors fees is
disclosed in note 9 on page 79.
Fees Taxable benefits
1
Annual Total
Annual
percentage
change
2024 (%)
Annual
percentage
change
2023 (%)
Annual
percentage
change
2022 (%)Director
2024
£
2023
£
2024
£
2023
£
2024
£
2023
£
Sir Julian Berney Bt. 50,000 50,000 896 456 50,896 50,456 0.9 (2.7) 29.5
Jonathan Thompson
2
20,827 45,000 95 20,827 45,095 (53.8) 6.1 21.4
Mark Patterson 40,000 40,000 282 644 40,282 40,644 (0.9) 0.7 15.3
Elizabeth Edwards 40,000 40,000 351 535 40,351 40,535 (0.5) 0.8 25.3
Mark Beddy
3
32,692 465 33,157
Total 183,519 175,000 1,994 1,730 185,513 176,730
1 Comprises amounts reimbursed for expenses incurred in carrying out business for the Company.
2 Retired as a Director on 18 March 2024.
3 Appointed as a Director on 1 January 2024 and Chair of the Audit Committee on 18 March 2024.
The information in the above table has been audited (see the Independent Auditors Report on pages 55 to 63).
Consideration of matters relating to Directors’ remuneration
Directors’ remuneration was last reviewed by the Board and the Nomination and Remuneration Committee in
September 2024. The members of the Board and the Nomination and Remuneration Committee at the time that
remuneration levels were considered were as set out on pages 38 and 39. Although no external advice was sought
inconsidering the levels of Directors’ fees, information on fees paid to Directors of other investment trusts managed
by Schroders and peer group companies provided by the Investment Manager and corporate broker was taken
intoconsideration.
Following this review, the Board agreed that fees should remain unchanged. Directors’ fees were last increased with
effect from 1 October 2021.
Expenditure by the Company on remuneration and distributions to shareholders
The table below compares the expenditure by the Company on remuneration to distributions made to shareholders
during the year under review and the prior financial year.
Year ended
30 September
2024
’000)
Year ended
30 September
2023
’000)
Change
(%)
Remuneration payable to Directors 183.5 175 4.86
Remuneration payable to part-time employee 21 21 0
Dividends paid to shareholders 6,789 6,513 4.24
The information in the above table has been audited.
Statement of implementation of Remuneration Policy in respect of the financial year ending 30 September 2024
The Committee will, as usual, review Directors’ fees during 2024, including the time required to be committed to the
business of the Company, and will consider whether any further changes to remuneration are required.
Overview Strategic Report Governance Financial Statements Other information (unaudited)
52
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
Governance
Share price total return
The graph below compares the Company’s share price total return with the total return of the FTSE Small Cap Total
Return Index, which is considered to be an appropriate index by which to assess the Company’s relative performance.
150
170
190
210
130
110
90
70
50
Dec
15
Apr
16
Aug
16
Dec
16
Apr
17
Aug
17
Dec
17
Apr
18
Aug
18
Dec
18
Apr
19
Aug
19
Dec
19
Apr
20
Aug
20
Dec
20
Apr
21
Aug
21
Apr
22
Aug
22
Dec
22
Apr
23
Aug
23
Dec
21
SEREIT Total Return Index (GBP) FTSE Small Cap Total Return Index (GBP)
Source: Thomson Reuters Datastream
Directors’ share interests
The Company’s Articles of Association do not require Directors to own shares in the Company. The interests of
Directors, including those of connected persons, in the Companys ordinary shares of 10 pence each, at the beginning
and end of the financial year under review, are set out below.
Director
At
30 September
2024
At
1 October
2023
Sir Julian Berney Bt. 19,840 19,840
Jonathan Thompson
1
25,469
Mark Patterson 10,000 10,000
Mark Beddy
2
10,000
Elizabeth Edwards 10,000 10,000
1 Retired as a Director on 18 March 2024.
2 Appointed as a Director on 1 January 2024.
The information in the above table reflects the number of shares held and has been audited.
There have been no changes to the interests of any of the Directors since the year end.
On behalf of the Board
Sir Julian Berney Bt.
Chairman
5 December 2024
Directors’ Remuneration Report continued
53
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Annual
Report and the financial statements in accordance with
applicable law and regulation.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the
Directors have prepared the Group and the Company
financial statements in accordance with UK-adopted
international accounting standards and applicable law.
Under company law, Directors must not approve the
financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the
Group and Company and of the profit or loss of the
Group and Company for that period. In preparing the
financial statements, the Directors are required to:
select suitable accounting policies and then apply
them consistently;
state whether applicable UK-adopted international
accounting standards have been followed for the
Group financial statements and the Company
financialstatements, subject to any material
departures disclosed and explained in the
financialstatements;
make judgements and accounting estimates that are
reasonable and prudent; and
prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Group and Company will continue inbusiness.
The Directors are also responsible for safeguarding the
assets of the Group and Company and hence for taking
reasonable steps for the prevention and detection of
fraud and other irregularities.
The Directors are also responsible for keeping adequate
accounting records that are sufficient to show and
explain the Group’s and Companys transactions,
anddisclose with reasonable accuracy at any time the
financial position of the Group and Company, and
enablethem to ensure that the financial statements
comply with the Companies Act 2006.
The Investment Manager is responsible for the maintenance
and integrity of the Company’s web pages. Legislation
inthe United Kingdom governing the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.
Directors’ confirmations
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 and Company’s
position and performance, business model and strategy.
Each of the Directors, whose names and functions are
listed in the Directors’ Report, confirm that, to the best
oftheir knowledge:
the Group and Company financial statements, which
have been prepared in accordance with UK-adopted
international accounting standards, give a true and
fairview of the assets, liabilities, financial position
andprofit of the Company; and
the Strategic Report includes a fair review of the
development and performance of the business
andthe position of the Group and the Company,
together with a description of the principal risks
anduncertainties that it faces.
On behalf of the Board
Sir Julian Berney Bt.
Chairman
5 December 2024
Overview Strategic Report Governance Financial Statements Other information (unaudited)
54
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
Governance
Hamburg, Germany
55
Opinion
In our opinion:
Schroder European Real Estate Investment Trust plc’s group financial statements and parent company 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 30 September 2024 and of the group’s loss and the parent company’s profit for the
yearthen ended;
the financial statements have been properly prepared in accordance with UK adopted international accounting
standards; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Schroder European Real Estate Investment Trust plc (the ‘parent company’)
and its subsidiaries (the ‘group’) for the year ended 30 September 2024 which comprise:
Group Parent company
Consolidated statement of financial position as at
30 September2024
Statement of financial position as at 30 September 2024
Consolidated statement of comprehensive income for the year
then ended
Statement of comprehensive income for the year then ended
Consolidated statement of changes in equity for the year
thenended
Statement of changes in equity for the year then ended
Consolidated statement of cash flows for the year then ended Statement of cash flows for the year then ended
Related notes 1 to 28 to the financial statements, including a
summary of material accounting policies
Related notes 1 to 28 to the financial statements, including a
summary of material accounting policies
The financial reporting framework that has been applied in their preparation is applicable law and UK adopted
international accounting standards.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further described in the Auditors responsibilities for the audit of the
financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Independence
We are independent of the group and parent in accordance with the ethical requirements that are relevant to our audit
of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities,
and we have fulfilled our other ethical responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent
company and we remain independent of the group and the parent company in conducting the audit.
Independent Auditor’s Report to the members of
Schroder European Real Estate Investment Trust plc
Overview Strategic Report Governance Financial Statements Other information (unaudited)
56
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
Governance
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in
the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the group and
parent company’s ability to continue to adopt the going concern basis of accounting included:
obtaining an understanding of the Director’s going concern assessment process including engaging with the
Investment Manager to understand the process they followed in supporting the going concern assessment
prepared by the Directors;
reviewing the cash flow forecasts which support the Directors’ assessment of going concern and challenging the
sensitivities and assumptions used in the forecasts and evaluating the impact of these forecasts on the Group’s
ability to continue to meet financial covenants and financial commitments as they fall due;
challenging the stress testing performed and validating the static data assumptions used by the Investment
Manager by agreement to supporting documentation;
recalculating the debt covenants on external loans to validate compliance for the year ended 30 September 2024;
holding discussions with the Audit Committee and the Investment Manager to determine whether, in their opinion,
there is any material uncertainty regarding the Group’s ability to pay liabilities and commitments as they fall due and
challenging this assessment through our audit procedures in relation to the liquidity assessment;
confirmed whether any subsequent events identified are adjusting or non-adjusting post balance sheet events and
ensured the requisite disclosures are included in the Annual Report and Accounts; and
assessing the disclosures in the Annual Report and Financial Statements relating to going concern to ensure they
were fair, balanced and understandable and in compliance with IFRS.
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the group and parent company’s ability to
continue as a going concern for a period to 31 December 2025.
In relation to the group and parent company’s reporting on how they have applied the UK Corporate Governance
Code, we have nothing material to add or draw attention to in relation to the directors’ statement in the financial
statements about whether the directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report. However, because not all future events or conditions can be predicted, this statement is not a
guarantee as to the group’s ability to continue as a going concern.
Overview of our audit approach
Audit scope We have audited the financial statements of the Group for the year ended 30 September 2024.
Key audit matters Risk of incomplete or inaccurate rental revenue recognition and related year-end receivable;
Risk of misstatement in the fair value of directly and indirectly held investment property portfolios; and
Risk of incorrect impairment assessment of investments in and loans to subsidiaries (parent company only).
Materiality Overall group materiality of €1.6m which represents 1% of Total Equity.
Independent Auditor’s Report to the members of
Schroder European Real Estate Investment Trust plc continued
57
An overview of the scope of the parent company and group audits
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our
audit scope for each company within the Group. Taken together, this enables us to form an opinion on the consolidated
financial statements. We take into account size, risk profile, the organisation of the group and effectiveness of group-
wide controls, changes in the business environment, the potential impact of climate change and other factors when
assessing the level of work to be performed.
Involvement with component teams
All audit work performed for the purposes of the audit was undertaken by the Group audit team.
Climate change
Stakeholders are increasingly interested in how climate change will impact the Group. The Group has determined that
the most significant future impacts from climate change are explained on page 22 in the Task Force for Climate related
Financial Disclosures and on page 31 in the principal risks and uncertainties. They have also explained their climate
commitments on page 22. All of these disclosures form part of the “Other information,” rather than the audited financial
statements. Our procedures on these unaudited disclosures therefore consisted solely of considering whether they are
materially inconsistent with the financial statements or our knowledge obtained in the course of theaudit or otherwise
appear to be materially misstated, in line with our responsibilities on “Other information”.
In planning and performing our audit we assessed the potential impacts of climate change on the Group’s business and
any consequential material impact on its financial statements.
The group has explained in note 13 how they have reflected the impact of climate change in their financial statements.
Our audit effort in considering the impact of climate change on the financial statements was focused on the adequacy
of the disclosures in the Financial Statements and the conclusion that there was no further impact of climate change to
be taken into account as the investment properties are valued at fair value based on open market valuations as
described in note 13.
The open market valuation assessment includes consideration of environmental matters and the condition of each property
with detail on the fair value of properties provided within the notes to the financial statements. We performed our own
risk assessment to determine the risks of material misstatement in the financial statements from climate change which
needed to be considered in our audit.
We also challenged the Directors’ considerations of climate change risks in their assessment of going concern and
viability and associated disclosures. Where considerations of climate change were relevant to our assessment of going
concern, these are described above.
Based on our work we have not identified the impact of climate change on the financial statements to be a key audit
matter or to impact a key audit matter.
Overview Strategic Report Governance Financial Statements Other information (unaudited)
58
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
Governance
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the
overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.
Thesematters were addressed in the context of our audit of the financial statements as a whole, and in our opinion
thereon, and we do not provide a separate opinion on these matters.
Risk Our response to the risk
Key observations communicated to the
Audit Committee
Risk of misstatement in the fair value of
directly and indirectly held investment
property portfolios
Refer to the Audit, Valuation and Risk
Committee Report (page 44); Accounting
policies (page 72); and Note 13 of the
Consolidated Financial Statements
(page81).
The Group’s investment property portfolio
consists of European properties held
directly and through joint ventures with a
combined fair value of € 206.5m.
The Group’s accounting policy is for the
fair value of the investment properties to
be determined by independent real estate
valuation experts using recognised
valuation techniques. The fair values are
based on recent real estate transactions
with similar characteristics and locations
to those of the Group’s assets. The
Group’s accounting policy is for the
valuation of investment properties to be
reduced by the total of the unamortised
lease incentive balances.
There is a risk of incorrect valuation of the
property portfolio which could result in
the Consolidated Statement of Financial
Position and the Consolidated Statement
of Comprehensive Income being
materially misstated.
We have:
obtained an understanding of the process
and controls for property valuation by
performing our walkthrough procedures
and evaluating the implementation and
design effectiveness of controls.
assessed the independence and
competence of the independent valuers
asrequired by auditing standards.
read the valuation reports provided by the
Company’s independent valuers to agree
the appropriateness and suitability of the
reported values and the changes in value
from the previous accounting period.
engaged our EY property valuation
specialists to perform a review all property
valuations to assess whether the reported
value moved within a range of reasonable
outcomes, which included:
validating the assumptions used by the
independent valuers in undertaking their
valuation and assessment of the
valuation methodologies adopted;
challenging the key inputs and
assumptions relating to equivalent yield
and rental rates with reference to
published market data and comparable
transaction evidence through market
activity; and
assessing the appropriateness of market
related inputs and reasonableness of
valuation methods, by comparing
against our own market data and
understanding of the property market.
performed analytical review procedures
across the portfolio of investments,
focusing on correlations with market data
and any significant movements.
on a sample basis, with respect to key
objective inputs to the valuation,
comprising rental income and length of
lease, agreed the inputs to lease
agreements or rent review schedules.
verified that the fair values derived by the
Company’s independent valuers for the
entire portfolio are correctly included in
the consolidated financial statements.
assessed the adequacy of the additional
disclosures of estimates and valuation
assumptions disclosed in the notes are
made in accordance with IFRS 13 –
FairValue Measurement.
Based on the work performed we
have no matters to report to the
Audit Committee.
Independent Auditor’s Report to the members of
Schroder European Real Estate Investment Trust plc continued
59
Risk Our response to the risk
Key observations communicated to the
Audit Committee
Risk of incomplete or inaccurate rental
revenue recognition and related
year-end receivable
Refer to the Audit, Valuation and Risk
Committee Report (page 74);
Accounting policies (page 70); and Note 3
of the Consolidated Financial Statements
(page76).
Revenue is earned in the form of rental
income from the investment properties
and is recognised on an accrual basis.
The recoverability of year-end receivables
is based on a number of judgments
andestimates.
There is a risk of incomplete or
inaccuraterental revenue recognition
andrelated year-end receivables
throughfailure to recognise proper
income entitlements orto apply the
appropriate accountingtreatment.
We have:
obtained an understanding of the process
and controls for each revenue stream by
performing our walkthrough procedures
and evaluating the implementation and
design effectiveness of controls;
agreed a sample of rental rates to tenancy
agreements and recalculate rental revenue
earned by the property for the period;
assessed the recoverability of the overdue
rent receivables, and challenged the
judgements involved. For a sample of
tenants, we inspected the cash receipt
subsequent to the year-end date; and
tested a sample of rental revenue journals
to identify unauthorised or inappropriate
journals to address the risk of management
override. We enquired as to the nature of
each transaction sampled and obtained
corroborating evidence to conclude on
whether the journals were reasonable and
in line with our expectations. We selected
journals by applying criteria and thresholds
based on our professional judgement.
recalculated a sample of lease incentives
based on the terms within the lease
agreement to assess the appropriateness
of the amount recorded; including, on a
sample basis, verifying lease modifications
through agreement of the updated terms
to amended and restated lease
agreements and performing an
independent assessment as to whether
they have been appropriately treated in
accordance with IFRS 16 – Leases
(‘IFRS16); and
performed substantive analytical review
procedures over rental revenue for each
property. We formed an expectation of the
rental income for each property, and
compared this expectation to the actual
revenue recognised during the year.
Based on the work performed we
have no matters to report to the
Audit Committee.
Risk of incorrect impairment assessment
of investments in and loans to
subsidiaries (parent company only)
There is a risk that an Impairment loss
ineither the investment in or loan to
subsidiaries is not correctly recognised.
IAS 36 Impairment of Assets states that
“the carrying amounts of the Company’s
non-financial assets are reviewed
annually irrespective of whether there
isany indication of impairment. If any
suchindication exists, then the assets
recoverable amount is estimated. An
impairment loss is recognised if the
carrying amount of an asset or its
cash-generating unit exceeds its
estimated recoverable amount and
animpairment loss is recognised in the
statement of comprehensive income.
We have:
challenged management’s year-end
impairment assessment for investments in
subsidiaries, ensuring that it meets the
requirements of IAS 36;
reviewed the intercompany loan
agreements in place;
calculated the expected interest expense
on intercompany loans due to the parent
company and comparing to the amount
recorded; and
where a loan has been drawdown or
repaidin the year, we reviewed the relevant
drawdown or repayment notice and agreed
the amount to bank statements.
Based on the work performed we
have no matters to report to the
Audit Committee.
Overview Strategic Report Governance Financial Statements Other information (unaudited)
60
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
Governance
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified
misstatements on the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to
influence the economic decisions of the users of the financial statements. Materiality provides a basis for determining
the nature and extent of our audit procedures.
We determined materiality for the Group to be €1.6 million, which is 1% of equity. We believe that equity provides us
with a materiality aligned to the key measurement of the Group’s performance.
We determined materiality for the Parent Company to be €1.4 million, which is 1% of equity.
During the course of our audit, we reassessed initial materiality based on equity as at 30 September 2024 and
adjusted our audit procedures accordingly.
Performance materiality
The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately
low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment of the Group’s overall control environment,
ourjudgement was that performance materiality was 75% of our planning materiality, namely €1.2m. We have set
performance materiality at this percentage due to the audit no longer being an initial audit for EY and our assessment
of entity level controls and risk framework.
Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess
of€0.08m, which is set at 5% of planning materiality, as well as differences below that threshold that, in our view,
warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above
and in light of other relevant qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the annual report set out on pages 1 to 53 and 94 to 115,
including Strategic report, Governance Report and Other information (unaudited), other than the financial statements and
our auditor’s report thereon. The directors are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise
explicitly stated in this report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears
to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are
required to determine whether this gives rise to a material misstatement in the financial statements themselves.
If,based on the work we have performed, we conclude that there is a material misstatement of the other
information,we are required to report that fact.
Independent Auditor’s Report to the members of
Schroder European Real Estate Investment Trust plc continued
61
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, the part of the directors’ remuneration report to be audited has been properly prepared in accordance
with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
the information given in the strategic report and the directors’ report for the financial year for which the financial
statements are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in
the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us
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
Corporate Governance Statement
We have reviewed the directors’ statement in relation to going concern, longer-term viability and that part of the
Corporate Governance Statement relating to the group and companys compliance with the provisions of the UK
Corporate Governance Code specified for our review by the UK Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the
Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained
during the audit:
Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and
any material uncertainties identified;
Directors’ explanation as to its assessment of the company’s prospects, the period this assessment covers and why
the period is appropriate;
Director’s statement on whether it has a reasonable expectation that the group will be able to continue in operation
and meets its liabilities;
Directors’ statement on fair, balanced and understandable;
Boards confirmation that it has carried out a robust assessment of the emerging and principal risks;
The section of the annual report that describes the review of effectiveness of risk management and internal control
systems; and;
The section describing the work of the audit committee.
Overview Strategic Report Governance Financial Statements Other information (unaudited)
62
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
Governance
Responsibilities of directors
As explained more fully in the Statement of Directors’ Responsibilities set out on page 53, the directors are responsible
for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group 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 the directors 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 for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
frommaterial misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures
inlinewith our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a
material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may
involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
Theextent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention and detection of fraud rests with both those charged with
governance of the company and management.
We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and determined
that the most significant are the Companies Act 2006, the UK Corporate Governance Code, The 2019 AIC Code
of Corporate Governance, and the UK Listing Rules of the UK Listing Authority;
We understood how the Group is complying with those frameworks by making enquiries of the Investment
Manager, the Administrator and those charged with governance regarding:
- their knowledge of any non-compliance or potential non-compliance with laws and regulations that could affect
the financial statements;
- the Group’s methods of enforcing and monitoring compliance with such policies
- the Investment Managers process for identifying and responding to fraud risks, including programs and controls
the Group has established to address risks identified by the Group, or that otherwise prevent, deter and detect
fraud; and
- how the Group monitors those programs and controls.
Independent Auditor’s Report to the members of
Schroder European Real Estate Investment Trust plc continued
63
We assessed the susceptibility of the group’s financial statements to material misstatement, including how fraud
might occur by:
- obtaining an understanding of entity-level controls and considering the influence of the control environment;
- obtaining the Group’s assessment of fraud risks including an understanding of the nature, extent and frequency
of such assessment documented in the Group’s Risk Matrix;
- making inquiries with those charged with governance, the Investment Manager, the Company Secretary and
Administrator as to how they exercise oversight of identifying and responding to fraud risks and the controls
established to mitigate specifically those risks the entity has identified, or that otherwise help to prevent,
deterand detect fraud;
- making inquiries of the Investment Manager and those charged with governance regarding how they identify
related parties; and
- making inquiries of the Investment Manager, the Company Secretary, Administrator and those charged with
governance regarding their knowledge of any actual or suspected fraud or allegations of fraudulent financial
reporting affecting the Group.
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and
regulations Our procedures involved:
- Gaining an understanding of how those charged with governance the Company Secretary and Administrator and
the Investment Manager identify instances of non-compliance by the Group with relevant laws and regulations;
- Inspecting the relevant policies, processes and procedures;
- Reviewing Board minutes and internal compliance reporting;
- Inspecting correspondence with regulators;
- Obtaining relevant written representations from the Board of Directors; and
- Performing tests of journal entries, focusing on unusual transactions, manual journals and journals posted around
the year end date;
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting
Councils website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Other matters we are required to address
Following the recommendation from the audit committee, we were appointed by the company on 18 May 2023
toaudit the financial statements for the year ending 30 September 2023 and subsequent financial periods.
The audit opinion is consistent with the additional report to the audit committee.
Use of our report
This report is made solely to the companys members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the companys members those
matters we are required to state to them in an auditors report 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.
Denise Davidson (Senior Statutory Auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor London
5 December 2024
Overview Strategic Report Governance Financial Statements Other information (unaudited)
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
Schroder European Real Estate Investment Trust plc
64
Financial Statements
Rennes, France
Contents
66 Consolidated and Company Statements
of Comprehensive Income
67 Consolidated and Company Statements
of Financial Position
68 Consolidated and Company Statements
of Changes in Equity
69 Consolidated and Company Statements
of Cash Flows
70 Notes to the Financial Statements
Financial
Statements
Overview Strategic Report Governance Other information (unaudited)Financial Statements
65
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
66
Financial Statements
Consolidated and Company Statements of Comprehensive Income
For the year ended 30 September 2024
Group year to Group year to Company year Company year
30/09/24 30/09/23 to 30/09/24to 30/09/23
Note€’000€’000€’000€’000
Rental and service charge income
3
20,6 47
19,666
Property operating expenses
4
(5 ,6 02)
(5 ,3 98)
Net rental and related income
15 ,04 5
1 4, 268
Net loss from fair value adjustment on
investment property
13
( 7, 7 4 0)
(1 9,72 6)
Development revenue
14
1,500
405
Development expense
14
(69 5)
1 ,1 3 3
Realised gain/(loss) on foreign exchange
4
(12)
4
(12)
Net change in fair value of financial instruments at fair value
through profit or loss
(49 4)
(26 0)
Management fee income
5
1,410
1,503
Provision on loan receivable from joint venture
6
Provision of investment made in subsidiaries
15
(50)
Dividends received
8,16
2,322
509
Expenses
Investment management fee
5
(1 , 89 9)
(1 , 98 1)
(1,899)
(1,981)
Valuer’s and other professional fees
(71 9)
(7 88)
(217)
(347)
Administrator’s and accounting fees
(586)
(566)
(120)
(120)
Auditor’s remuneration and assurance fees
7
(3 47)
(3 35)
(306)
(324)
Directors’ fees
9
(23 9)
(232)
(239)
(232)
Other expenses
9
(54 0)
(4 4 2)
(418)
(313)
Total expenses
(4 , 3 3 0)
(4 , 3 4 4)
(3,199)
(3,317)
Operating profit/(loss)
3,290
(8,536)
487
(1,317)
Finance income
654
2 28
2,407
2,086
Finance costs
(2, 59 6)
(1 ,7 1 4)
Net finance (costs)/income
(1 , 9 42)
(1 , 48 6)
2,407
2,086
Share of loss from joint venture
16
Profit/(Loss) before taxation
1,348
(10,0 22)
2,894
769
Taxation
10
(773)
640
Profit/(Loss) for the year
575
(9,382)
2,894
769
Other comprehensive income/(loss):
Other comprehensive income/(loss) items that may be
reclassified to profit or loss
Total other comprehensive profit/(loss)
Total comprehensive income/(loss) for the year
575
(9,382)
2,894
769
Basic and diluted earnings per share attributable to
owners of the parent
11
0.4c
(7. 0)c
All items in the above statement are derived from continuing operations. The accompanying notes 1 to 28 form an
integral part of the financial statements.
Overview Strategic Report Governance Financial Statements Other information (unaudited)
67
Consolidated and Company Statements of Financial Position
As at 30 September 2024
Group Group Company Company
30/09/2430/09/23 30/09/2430/09/23
Note€’000€’000€’000€’000
Assets
Non-current assets
Investment property
13
206 ,52 2
213 ,098
Investment in subsidiaries
15
69,921
69,921
Investment in joint venture
16
Receivables from subsidiaries
1
55,507
65,174
Loans to joint ventures
6,16
Non-current assets
206, 522
213,098
125,428
135,095
Current assets
Trade and other receivables
17
10,026
8,89 7
909
1,285
Interest rate derivative contracts
236
6 74
Cash and cash equivalents
2 7, 3 6 2
32, 44 5
18,165
13,548
Current assets
37 ,624
42 ,01 6
19,074
14,833
Total assets
2 4 4 ,1 4 6
255,1 14
144,502
149,928
Equity
Share capital
18
17,966
17,966
17,
96 6
17,966
Share premium
18
4 3,00 5
43,005
43,005
43,005
Retained earnings/(accumulated losses)
1 0 3 ,1 2 6
(6 ,1 4 2)
83,002
(28,818)
Other reserves
11 6 , 61 0
116,843
Total equity
164,097
17 1, 439
143,973
148,996
Liabilities
Non-current liabilities
Interest-bearing loans and borrowings
19
70, 47 1
6 5, 023
Deferred tax liability
10
4 ,1 6 3
4, 2 25
Non-current liabilities
74 , 6 3 4
6 9, 24 8
Current liabilities
Interest-bearing loans and borrowings
19
8,60 0
Trade and other payables
20
4,955
4,856
529
932
Current tax liabilities
10
460
97 1
Current liabilities
5 , 41 5
14,427
529
932
Total liabilities
80,049
83,675
529
932
Total equity and liabilities
2 4 4 ,1 4 6
255,114
144,502
149,928
Net asset value per ordinary share
21
122 .7
1 28.2
107.7
111.4
The financial statements on pages 66 to 69 were approved at a meeting of the Board of Directors held on 5 December
2024 and signed on its behalf by:
Sir Julian Berney Bt.
Chairman
The accompanying notes 1 to 28 form an integral part of the financial statements.
Registered in England and Wales as a public company limited by shares.
Company registration number: 09382477
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
68
Financial Statements
Consolidated and Company Statements of Changes in Equity
For the year ended 30 September 2024
(Accumulated
losses)/
Share Retained Other
Share capitalpremiumearningsreservesTotal equity
Group
Note
€’000€’000€’000€’000€’000
Balance as at 1 October 2022
1 7, 9 6 6
4 3,0 05
10,662
1 16 ,61 0
188,243
Loss for the year
(9,382)
(9,382)
Other comprehensive income/(loss) for the year
Dividends paid
12
( 7, 4 2 2)
(7, 4 2 2)
Balance as at 30 September 2023
1 7, 9 6 6
4 3,0 05
(6 ,1 4 2)
116 ,61 0
17 1,4 39
Transfers
1 1 6 ,61 0
(1 1 6 ,61 0)
Profit for the year
5 75
5 75
Other comprehensive income/(loss) for the year
Dividends paid
12
(7, 9 1 7)
(7, 9 1 7)
Balance as at 30 September 2024
1 7, 9 6 6
4 3,0 05
1 03,126
1 64 ,097
(Accumulated
losses)/
Share RetainedOther
Share capitalpremium
earnings
1
reserves
1
Total equity
Company
Note
€’000€’000€’000€’000€’000
Balance as at 1 October 2022
17,966
43,005
(22,165)
116,843
155,649
Profit for the year
769
769
Other comprehensive income/(loss) for the year
Dividends paid
12
( 7,422)
(7,422)
Balance as at 30 September 2023
17,966
43,005
(28,818)
116,843
148,996
Transfers
116,843
(116,843)
Profit for the year
2,894
2,894
Other comprehensive income/(loss) for the year
Dividends paid
12
(7,9 17)
(7,917)
Balance as at 30 September 2024
17,966
43,005
83,002
143,973
1 These reserves form the distributable reserves of the Company and include a historic share premium reduction and may be used to fund distribution of
profits to investors via dividend payments.
The accompanying notes 1 to 28 form an integral part of the financial statements.
Overview Strategic Report Governance Financial Statements Other information (unaudited)
69
Consolidated and Company Statements of Cash Flows
For the year ended 30 September 2024
Group Group Company Company
30/09/24 30/09/23 30/09/24 30/09/23
Note€’000€’000€’000€’000
Operating activities
Profit/(Loss) before tax for the year
1,348
(1 0,0 22)
2,894
769
Adjustments for:
Net loss/(gain) from fair value adjustment on investment
property
13
7, 7 4 0
1 9,7 26
Realised foreign exchange (gain)/loss
(4)
12
(4)
12
Provision of loan made to Seville joint venture
6
Provision of investment made in subsidiaries
15
50
Finance income
(6 5 4)
(22 8)
(2,407)
(2,087)
Finance costs
2, 59 6
1,7 14
Net change in fair value of financial instruments through
profit or loss
494
260
Dividend income classified as investing cash flows
(2,322)
(509)
Operating cash generated from/(used in) before changes
in working capital
11, 520
11, 462
(1,789)
(1,815)
(Increase)/decrease in trade and other receivables
(62 7)
7, 5 6 4
276
370
(Decrease)/increase in trade and other payables
(1 67)
(1 ,07 1)
(497)
(450)
Cash generated from/(used in) operations
10,7 26
1 7, 9 5 5
(2,010)
(1,895)
Finance costs paid
(2 ,1 4 5)
(1 , 5 7 3)
Finance income received
654
228
4,598
397
Tax (paid)/received
(1 ,3 4 5)
(7 1 4)
Net cash generated from/(used in) operating activities
7, 8 9 0
15,896
2,588
(1,498)
Investing activities
Acquisition of investment property
13
(1 1 ,1 6 7)
Additions to investment property
13
(1 , 68 2)
(3,98 4)
Loans to subsidiary companies
(2,200)
(1,459)
Loan repayment from subsidiary company
9,820
19,000
Investment in subsidiary
16
(5,400)
Dividends received
2,322
300
Net cash generated (used in)/from investing activities
(1 ,6 8 2)
(15, 151)
9,942
12,441
Financing activities
Proceeds from borrowings
19,20
31 ,76 0
Repayment of borrowings
19,20
(3, 000)
(26 ,9 5 0)
Interest rate derivative contracts purchased
(56)
Refinancing costs paid
(32 2)
Dividends paid
12
(7,917)
(7, 4 2 2)
( 7,917 )
( 7,422)
Net cash used in financing activities
(11 , 2 9 5)
(2 , 61 2)
(7,917)
(7,422)
Net (decrease)/increase in cash and cash equivalents
for the year
(5 ,0 8 7)
(1 , 8 6 7)
4,613
3,521
Opening cash and cash equivalents
32,4 4 5
3 4 , 3 24
13,548
10,039
Effects of exchange rate change on cash
4
(12)
4
(12)
Closing cash and cash equivalents
27,362
32 ,4 45
18,165
13,548
The accompanying notes 1 to 28 form an integral part of the financial statements.
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
70
Financial Statements
1. Significant accounting policies
Schroder European Real Estate Investment Trust plc (the ‘Company’) is a closed-ended investment company
incorporated in the United Kingdom. The consolidated financial statements of the Company for the year ended
30 September 2024 comprise those of the Company and its subsidiaries (together referred to as the ‘Group’).
The Group holds a portfolio of investment properties in continental Europe. The shares of the Company are listed
on the London Stock Exchange (primary listing) and Johannesburg Stock Exchange Limited (secondary listing).
The registered office of the Company is 1 London Wall Place, London, England EC2Y 5AU.
Statement of compliance
The consolidated financial statements of the Group and Company financial statements have been prepared under
the UK-adopted ‘International Accounting Standards in accordance with the Companies Act 2006’.
The financial statements give a true and fair view and are in compliance with applicable legal and regulatory
requirements and the UK Listing Rules and JSE Listing Authority.
Basis of preparation
Company law requires the Directors to prepare financial statements for each financial year. Under that law the
Directors have prepared the Group and the Company financial statements in accordance with UK-adopted
International Accounting Standards and with the requirements of the Companies Act 2006.
The financial statements are presented in euros, rounded to the nearest thousand. They are prepared on a going
concern basis, applying the historical cost convention, except for the measurement of investment property and
derivative financial instruments that have been measured at fair value.
The accounting policies have been consistently applied to the results, assets, liabilities and cash flows of the entities
included in the consolidated financial statements.
Going concern
The Directors have examined significant areas of possible financial risk including: cash held and the liquidity of the
Group’s assets; forward-looking compliance with third-party debt covenants, in particular the loan to value (‘LTV’)
covenant and interest cover ratios; the likelihood of any payment of contingent tax liabilities; potential falls in property
valuations; the non-collection of rent and service charges; and the existing, and future, anticipated cash requirements
of the Group.
Furthermore, ongoing geopolitical developments, and macroeconomic variables such as projected interest rates
and inflation, have also been considered regarding the Group’s property investments in France, Germany, Spain
and the Netherlands.
Cash flow forecasts, based on deemed plausible downside scenarios, have led the Board to conclude that the Group
will have sufficient cash reserves to continue in operation for twelve months from the date of the signing of the
annual report.
The Group has six loans secured by individual assets, with no cross-collateralisation. Other than Seville, whereby there
is a cash trap in operation and a LTV breach, all loans are in compliance with their debt covenants. More details of the
individual loans, and headroom on the LTV and net income default covenants, is provided on page 19.
Excluding Seville, for which the Group has already written its investment fully down to nil, there are no further loans
maturing within the going concern period.
After due consideration, the Directors have not identified any material uncertainties which would cast significant
doubt on the Group’s ability to continue as a going concern for a period of not less than 12 months from the date
of the approval of the consolidated annual report and financial statements, which would be 31 December 2025.
The Directors have satisfied themselves that the Group has adequate resources to continue in operational
existence for the foreseeable future.
Notes to the Financial Statements
Overview Strategic Report Governance Financial Statements Other information (unaudited)
71
Use of estimates and judgements
The preparation of financial statements under the UK adopted international accounting standards, in conformity with
the Companies Act 2006, requires management to make judgements, estimates and assumptions that affect the
application of policies and the reported amounts of assets and liabilities, income and expenses. These estimates and
associated assumptions are based on historical experience and various other factors that are believed to be reasonable
under the circumstances, the results of which form the basis of making judgements about the carrying values of assets
and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The
estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimates are revised and in any future periods affected.
The most significant estimates made in preparing these financial statements relate to the carrying value of investment
properties, as disclosed in note 13, including those investment properties within joint ventures, which are stated at fair
value. The fair value of investment property is inherently subjective because, in the absence of readily-observable
market data, the valuer has to make professional judgements on valuation inputs. The Group uses an external
professional valuer to determine the relevant amounts.
The following are other key areas of estimates and judgements:
Accounting for development revenue and variable consideration regarding Paris, Boulogne-Billancourt: When
determining an appropriate level of development revenue to be recognised in the reporting period, the Group
considered the contractual penalties of not meeting certain criteria within the agreement; the total development
costs incurred; the stage of completion of the refurbishment; the milestones achieved and still to be achieved; the
timing of further future cash receipts from the purchaser; and the overall general development risk to form a
considered judgement of revenue to be appropriately recognised in the financial statements. Further details of the
judgement are disclosed in note 14.
Tax provisioning and disclosure: Management uses external tax advisers to monitor changes in tax laws in countries
where the Group has operations. New tax laws that have been substantively enacted are recognised in the Group’s
and Company’s financial statements. The Group is also subject to periodic challenges by local tax authorities on a
range of tax matters during the normal course of business. Where changes to tax laws or challenges by local tax
authorities give rise to a provision or potential contingent liability, the Group discloses the estimated amounts
appropriately within the notes to the financial statements (further details are disclosed in note 10).
IFRS 9 expected credit losses: All receivables, inter-company and joint venture loans are financial assets and must
therefore be assessed for impairment and application of forward-looking expected credit loss model. For
impairments identified including those applied using the expected credit loss model, appropriate recognition is
required in the consolidated statement of comprehensive income, together with appropriate disclosure and
sensitivity analysis in the notes to the financial statements (further details are disclosed in note 6). The Seville joint
venture loan has been Level 3 calculated on the lifetime expected credit loss method. The following factors were
considered when determining the probability of default used for the impairment provision calculation for the Seville
joint venture loan: the property valuation and future potential movements; that there is an LTV breach and a cash trap
in place; cash flow forecasts; the longer-term effects of the prior lockdown measures in Spain on tenants and their
trading; and rent collection rates. An evaluation of these factors has allowed management to determine that the loan
is a Level 3 impairment and is deemed not recoverable. These judgements were also considered within the
impairment in the investments held in subsidiaries for the Parent Company.
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
72
Financial Statements
1. Significant accounting policies continued
Basis of consolidation
Subsidiaries
The consolidated financial statements comprise the financial statements of the Company and all of its subsidiaries drawn up
to 30 September each year. Subsidiaries are those entities, including special purpose entities, controlled by the Company.
Control exists when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and
has the ability to affect those returns through its power to direct the activities of the entity. The financial statements of
subsidiaries are included in the consolidated financial statements from the date that control commences until the date that
control ceases. Where properties are acquired by the Group through corporate acquisitions, but the acquisition does not
meet the definition of a business combination, the acquisition is treated as an asset acquisition.
Transactions eliminated on consolidation
Intra-group balances, and any gains and losses arising from intra-group transactions, are eliminated in preparing the
consolidated financial statements. Gains arising from transactions with joint ventures are eliminated to the extent of
the Group’s interest in the entity. Losses are eliminated in the same way as gains but only to the extent that there is no
evidence of impairment. Non-controlling interests in the results and equity of subsidiaries are shown separately in the
consolidated statement of comprehensive income, statement of changes in equity and balance sheet respectively.
Joint arrangements
Under IFRS 11 Joint Arrangements, the Group’s investments in joint arrangements are classified as joint ventures.
Interests in joint ventures are accounted for using the equity method, after initially being recognised at cost, in the
consolidated statement of financial position.
Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to
recognise the Group’s share of the post-acquisition profits or losses of the investee in profit or loss.
When the Group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity,
including any other unsecured long-term receivables, the Group does not recognise further losses, unless it has
incurred obligations or made payments on behalf of the other entity. Unrealised gains on transactions between
the Group and its joint ventures are eliminated to the extent of the Group’s interest in these entities. Unrealised
losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Investment property
Investment property comprises land and buildings held to earn rental income together with the potential for
capital growth.
Acquisitions and disposals are recognised on an unconditional exchange of contracts. Acquisitions are initially
recognised at cost, being the fair value of the consideration including any transaction costs associated with
the investment property.
After initial recognition, investment properties are measured at fair value with unrealised gains and losses recognised
in profit or loss. Realised gains and losses on the disposal of properties are recognised in profit and loss in relation
to the carrying value at the beginning of the accounting period. Fair value is based on the market valuations of the
properties as provided by a firm of independent chartered surveyors at the reporting date. Market valuations are
carried out on a quarterly basis.
As disclosed in note 23, the Group leases out all owned properties on operating leases which are classified and
accounted for as an investment property where the Group holds it to earn rentals, capital appreciation, or both.
Any such property leased under an operating lease is classified as an investment property and carried at fair value.
Please refer to note 13 for disclosure of key inputs, assumptions and sensitivities with respect to the fair valuation
of investment properties.
Notes to the Financial Statements continued
Overview Strategic Report Governance Financial Statements Other information (unaudited)
73
Prepayments
Prepayments are carried at cost and released to the statement of comprehensive income on a straight-line basis.
Leases
Leases in which a significant portion of the risks and rewards of ownership are retained by another party, the lessor,
are classified as operating leases. Rental income, including prepayments, received under operating leases (net of any
incentives granted by the lessor) are recognised in the statement of comprehensive income on a straight-line basis
over the period of the lease. Properties leased out under operating leases are included as investment properties in
the consolidated statement of financial position (note 13).
Financial assets and liabilities
Non-derivative financial assets and liabilities
Non-derivative financial assets are measured at amortised cost less impairment whereas financial liabilities are measured
at amortised cost. The Group calculates impairment provisions for non-derivative financial assets based on lifetime
expected credit losses under IFRS 9.
Cash and cash equivalents
Cash at bank, and short-term deposits that are held to maturity, are carried at amortised cost. Cash and cash equivalents
are defined as cash in hand, demand deposits and short-term, highly liquid investments readily convertible to known
amounts of cash and subject to insignificant risk of changes in value. For the purposes of the statement of cash flows,
cash and cash equivalents consist of cash in hand and short-term deposits at banks with a term of no more than
three months.
Loans and borrowings
Borrowings are recognised initially at the fair value of the consideration received less attributable transaction costs.
Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost with any difference
between cost and redemption value being recognised in the profit and loss over the period of the borrowings
on an effective interest basis.
Borrowing costs such as arrangement fees are capitalised and amortised over the loan term.
Derivative financial assets and liabilities
Derivative financial assets and liabilities comprise interest rate caps for hedging purposes (economic hedge).
These are recognised at fair value, with the revaluation gains or losses immediately recorded in the statement of
comprehensive income.
Share capital
Ordinary shares, including treasury shares, are classified as equity when there is no obligation to transfer cash or other
assets. The Company’s accounting policy is to fix the share capital at the spot rate at the date of issue. The Company
does not retranslate its share capital at the end of each reporting period.
Share premium
Share premium represents the excess of proceeds received over the nominal value of new shares issued. The Company’s
accounting policy is to fix the share premium at the spot rate at the date of issue. The Company does not retranslate its
share premium at the end of each reporting period.
Other reserves
Other reserves mainly consist of a share premium reduction reserve arising from the conversion of share premium into
a distributable reserve.
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
74
Financial Statements
1. Significant accounting policies continued
Dividends
Final dividends to the Company’s shareholders are recognised as a liability in the Group’s financial statements in
the period in which the dividends are approved by the Company’s shareholders. Interim dividends are recognised
when paid.
Impairment
Investments
The carrying amounts of the Group’s and Company’s investments, other than investment property but including joint
ventures and investments held in subsidiaries, are reviewed at each reporting date to determine whether there is any
indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs
to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to that asset.
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its estimated
recoverable amount. Impairment losses are recognised in the profit and loss.
Revenue
Rental income
Rental income from operating leases is recognised on a straight-line basis over the lease term. When the Group
provides incentives to its tenants, the cost of incentives is recognised over the lease term, on a straight-line basis,
as a reduction of rental income.
Where a rent incentive fits the definition of a lease modification under IFRS 16, the cost of incentives is recognised
over the remaining lease term starting from the effective date of the lease modification, on a straight-line basis, as a
reduction of rental income.
Service charges
These include income in relation to service charges, directly recoverable expenditure and management fees.
Revenue from services is recognised over time, as services are rendered as there is a transfer of control of these
services over time when services are rendered by third party service providers.
Finance income and costs
Finance income comprises interest income on funds invested that are recognised in the statement of comprehensive
income. Finance income is recognised on an accruals basis.
Finance costs comprise interest expenses on borrowings that are recognised in the statement of comprehensive
income. Attributable transaction costs incurred in establishing the Group’s credit facilities are deducted from the fair
value of borrowings on initial recognition and are amortised over the lifetime of the facilities through profit and loss.
Finance expenses are accounted for on an effective interest basis.
Notes to the Financial Statements continued
Overview Strategic Report Governance Financial Statements Other information (unaudited)
75
Expenses
All expenses are accounted for on an accruals basis. They are recognised in the statement of comprehensive income in
the year in which they are incurred on an accruals basis.
Taxation
The Company and its subsidiaries are subject to income tax on any income arising on investment properties after
deduction of debt financing costs and other allowable expenses.
Income tax on the profit or loss for the year comprises current and deferred tax. Current tax is the expected tax
payable on the taxable income for the year, using tax rates enacted or substantially enacted at the reporting date,
and any adjustment to tax payable in respect of previous periods.
Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred tax is determined
using tax rates (and laws) that have been enacted, or substantially enacted, by the date of the statement of financial
position and are expected to apply when the related deferred income tax asset is realised or the deferred income
tax liability is settled.
Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available
against which the temporary differences can be utilised.
Segmental reporting
The Directors are of the opinion that the Group is engaged in a single segment of business, being property investment
and in one geographical area, continental Europe. The chief operating decision-maker is considered to be the Board of
Directors who are provided with consolidated IFRS information on a quarterly basis.
Foreign currency translation
Items included in the financial statements of each of the Group’s entities are measured using the currency of the
primary economic environment in which the entity operates (the ‘functional currency’).
The functional currency of all the entities in the Group is the euro, as this is the currency in which the majority of
investment takes place and in which the majority of income and expenses are incurred. The financial statements
are also presented in euros.
Foreign currency transactions are translated into euros using the exchange rate prevailing at the date of the
transaction. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised
in profit or loss in the statement of comprehensive income.
Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated into the
presentational currency using the exchange rate prevailing at that date. Foreign exchange differences arising on
translation to the presentation currency are taken to the consolidated statement of comprehensive income.
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
76
Financial Statements
2. New standards and interpretations
New standards and interpretations adopted by the Group
In the current year, the Group has applied a number of new standards and amendments to IFRS Accounting Standards
issued by the International Accounting Standards Board (‘IASB’) that are mandatorily effective for an accounting period
that begins on or after 1 October 2023. Their adoption has not had any material impact on the disclosures or on the
amounts reported in these financial statements.
These new standards and amendments are listed below:
Amendments to IAS 7 and IFRS 7 – Disclosures titled supplier finance arrangements
Amendments to IAS 1 – Classification of liabilities as current or non-current
Amendments to IFRS 16 – Lease liability in a sale and leaseback
At the date of authorisation of these financial statements, the Group has not applied the following new and revised
IFRS Accounting Standards that have been issued but are not yet effective:
Amendments to IAS 21 – Lack of exchangeability
IFRS 18 – Presentation and Disclosures in the Financial Statements
IFRS 19 – Subsidiaries without Public Accountability disclosures
The Directors do not expect that the adoption of the standards listed above will have a material impact on the financial
statements of the Group in future periods.
3. Rental and service charge income
Group Group Company Company
30/09/2024 30/09/2023 30/09/2024 30/09/2023
€’000 €’000 €’000 €’000
Rental income
16,385
15,555
Service charge income
4,262
4,111
20,647
19,666
Service charge income is charged in addition to rent payments to cover the landlord’s costs. Factors such as the size of
the asset, number of occupants, occupancy rates and purpose of the asset can affect the amount and timing of
revenue and cash flows.
The Group has concluded that it transfers control of these services over time, as services are rendered by the third
party service providers, because this is when tenants receive and, at the same time, consume the benefits from
these services.
The service charge receivable amounts to €3,972,000 (2023: €3,086,000). Payment of service charge income from
tenants is impacted by the timing of service charge reconciliations by property managers.
4. Property operating expenses
Group Group Company Company
30/09/2024 30/09/2023 30/09/2024 30/09/2023
€’000 €’000 €’000 €’000
Repairs and maintenance
2,750
2,932
Service charge, insurance and utilities on vacant units
670
456
Real estate taxes
1,474
1,410
Property management fees
375
376
Other
333
224
5,602
5,398
All the above amounts relate to either service charge or property operating expenses which are recoverable from
tenants, except for €1,340,000 (2023: €1,382,000) which relates to non-recoverable landlord expenses.
Notes to the Financial Statements continued
Overview Strategic Report Governance Financial Statements Other information (unaudited)
77
5. Material agreements
Schroder Real Estate Investment Management Limited (‘SREIM’) is the Investment Manager to the Company. The
Investment Manager is entitled to a fee together with reasonable expenses incurred in the performance of its duties.
The fee is payable monthly in arrears and shall be an amount equal to one 12th of the aggregate of 1.1% of the EPRA
NAV of the Group. The Investment Management Agreement can be terminated by either party on not less than 12
months’ written notice, such notice not to expire earlier than the third anniversary of admission, or on immediate
notice in the event of certain breaches of its terms or the insolvency of either party. The total charge to profit and loss
during the year was €1,899,000 (2023: €1,981,000). At the year end €140,000 (2023: €626,000) was outstanding.
SREIM charges accounting services to the Company with a minimum contracted annual charge of €81,000 (£70,000).
The total charge to the Company was €102,000 (2023: €104,000). At the year end €8,000 (2023: €35,000) was
outstanding. SREIM also charged accounting services to the subsidiaries registered in Luxembourg at a contracted annual
charge of €135,000 up until 10 March 2024. The total charge to the Luxembourg subsidiaries was €60,000 (2023: €Nil).
At the year end €Nil (2023: €Nil) was outstanding. These fees are included in administrator’s and accounting fees
in the consolidated statement of comprehensive income. From 11 March 2024, CBRE’s Investment Accounting &
Reporting Solutions (IA&R) group charged accounting services to the Luxembourg subsidiaries.
SREIM provides administrative and company secretarial services to the Group with a contracted annual charge of
€58,000 (£50,000). The total charge to the Group was €58,000 (2023: €58,000). These are included in administrator’s
and accounting fees in the consolidated statement of comprehensive income. At the year end €5,000 (2023: €19,000)
was outstanding.
Details of Directors’ fees are disclosed in note 9.
Details of loans to Urban SEREIT Holdings Spain S.L., a related party, are disclosed in note 16.
The Company received management fees of €1,410,000 (2023: €1,503,000) from subsidiary companies during the
year. The amounts recharged to subsidiaries and outstanding are provided in the following table.
Fees recharged in the year to Fees outstanding as at
30 September 30 September
€’000 €’000
Subsidiary
2024
2023
2024
2023
SCI SEREIT Rumilly
48
53
12
24
SAS Clarity Developpement
375
386
189
187
SEREIT Berlin DIY Sàrl
134
153
34
74
SEREIT Hamburg Sàrl
109
120
55
57
SEREIT Stuttgart Sàrl
89
104
22
48
SEREIT Frankfurt Sàrl
56
58
14
27
SCI SEREIT Directoire
182
194
46
141
SEREIT Apeldoorn Sàrl
70
79
17
38
SEREIT UV Sàrl
121
125
31
62
SEREIT Alkmaar Sàrl
54
42
13
28
SCI SEREIT Pleudihen
91
100
46
72
SCI SEREIT Nantes
29
31
15
15
SCI LC Invest
34
38
17
18
SEREIT Holdings S.a.r.l
18
20
5
10
Total
1,410
1,503
516
801
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
78
Financial Statements
6. Provision of loan made to Seville joint venture
As at 30 September 2024, the Group owned 50% of the Metromar Joint Venture, which owns a shopping centre in
Seville, and had advanced €10,000,000 as a loan and was owed interest of €2,391,000 (2023: €1,941,000). The loan
carries a fixed interest rate of 4.37% per annum payable quarterly and matures on a date as agreed with the lender.
When considering an appropriate level of impairment, the Group primarily considered: the current market liquidity,
and achievable market price, for such an asset; the property valuation and future potential movements; debt covenant
breaches; cash flow forecasts; the tenants’ trading levels; vacancy rates; and the rent collection rates of the asset.
The impairment provision booked during the year was €Nil as the loan and interest is now considered a stage 3
impairment (2023: €Nil) bringing the cumulative impairment to €11,537,000 and the Group’s investment with
regard to Seville now stands at €Nil (2023: €Nil).
No further interest income was recognised in the consolidated financial statements in the year to 30 September 2024
as the loan and interest is now considered a stage 3 impairment and therefore a Loss Given Default rate of 100% has
been applied. Hence, cumulative interest receivable recognised in the consolidated financial statements previously
and subsequently impaired amounts to €1,544,000.
Furthermore, Management has separately assessed that if a sale were to be achieved at the current fair value of
the property of €24,000,000 then, all else being equal, the Group could reverse €Nil of the previously recognised
impairment. The sensitivity of potential impairment reversals, based on potential exit prices, is shown in the
table below:
-10%
0%
+10%
Valuation of Metromar, Seville property
21,600,000
24,000,000
26,400,000
Potential future impairment reversal
800,000
Underlyingly, and as set out in the above, the Investment Manager does not believe at the current time that ultimately a
sale price will be achieved above the carrying value of the third-party debt and thus there has been no reversal of prior
impairments in the current financial year.
7. Auditor’s remuneration and assurance fees
The Group’s total audit fees for the year are €347,000 (2023: €330,000) which includes the Group audit and the
individual statutory audits. The Company’s total audit fees for the year were €244,000 (2023: €239,000) which
only covers the Group audit.
The interim review fee was €52,100 (2023: €51,000) which is an assurance related non-audit service and is included
in the total auditors remuneration for the year. The auditor did not perform any other non-audit services for the Group
during the year (2023: €Nil).
8. Dividends received
During the year, the Group did not receive any dividends from its joint venture operation Urban SEREIT Holdings Spain
S.L. (2023: €Nil) (see note 15).
During the year, the Company received dividends from its subsidiary undertakings. €722,000 (2023: €300,000)
was received from OPPCI SEREIT France, €Nil (2023: 209,000) was received from SEREIT Holdings France
and €1,600,000 (2023: €Nil) was received from SAS Clarity Development.
Notes to the Financial Statements continued
Overview Strategic Report Governance Financial Statements Other information (unaudited)
79
9. Other expenses
Group Group Company Company
30/09/2024 30/09/2023 30/09/2024 30/09/2023
€’000 €’000 €’000 €’000
Directors’ and officers’ insurance premium
14
14
14
14
Bank charges
71
114
9
27
Regulatory costs
73
89
51
66
Marketing
83
57
83
60
Other expenses
299
168
261
147
540
442
418
314
Directors are the only officers of the Company and there are no other key personnel. The Group has one employee; for
further details see note 27. The Directors’ annual remuneration for services to the Group was €215,000 (2023: €203,000),
as set out in the Directors’ Remuneration Report on pages 50 to 52. The total charge for Directors’ fees was €239,000
(2023: 232,000), which included employer’s National Insurance contributions. Other expenses include items such as
domiciliation fees and registrar fees.
10. Taxation
30/09/2024 30/09/2023
€’000 €’000
Current tax charge
1,017
739
Current tax adjustment in respect of prior periods
(182)
(480)
Deferred tax (credit)/charge
(62)
(899)
Tax expense/(credit) in year
773
(640)
Reconciliation of effective tax rate
Profit/(Loss) before taxation
1,348
(10,022)
Effect of:
Tax charge at weighted average corporation tax rate of 23.40% (2023: 22.65%)
468
(2,210)
Tax exempt income or non-deductible losses
185
840
Tax adjustment on net revaluation loss
543
625
Tax adjustment of share of joint venture loss
691
Minimum Luxembourg tax charges
84
88
Tax effect of property depreciation
(468)
(418)
Tax adjustment in respect of prior periods
(182)
(480)
Other permanent differences
143
224
Total tax expense/(credit) in the year
773
(640)
The effective tax rate is a weighted average of the applicable tax rates in the countries the Group has operations.
The opening deferred tax liability was €4,225,000, which after a debit of €62,000 leads to a closing liability of
€4,163,000. A potential deferred tax asset of €1,741,000 (2023: €1,306,000) arose on tax losses which has not
been provided for.
SEREIT plc has elected to be treated as a société d’investissement immobilier cotée (‘SIIC’) for French tax purposes.
Provided that SEREIT plc meets certain requirements, the SIIC should be exempt from French CIT on net rental
income and gains arising from interests in property. Management intends that the Group will continue to comply
with the SIIC regulations for the foreseeable future.
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
80
Financial Statements
10. Taxation continued
The Group operates in a number of jurisdictions and is subject to periodic challenges by local tax authorities on a range
of tax matters during the normal course of business. The tax impact can be uncertain until a conclusion is reached
with the relevant tax authority. The Group addresses this uncertainty by closely monitoring tax developments,
seeking independent advice and maintaining transparency with the authorities it deals with as and when any
enquiries are made.
The French tax authorities have recently commenced a tax audit requesting information on tax filings made in
relation to the Group’s SIIC structure. The potential exposure is up to €12.6 million excluding possible penalties
(2023: 9.5 million). Having taken professional advice, the Board remains of the view that a provision for this tax
is not required as they do not consider that the tax will ultimately be found due. However, the position will remain
uncertain until a conclusion is reached.
11. Earnings per share
Basic earnings per share
The basic earnings per share for the Group is calculated by dividing the net profit after tax attributable to ordinary
shareholders of the Company by the weighted average number of ordinary shares in issue during the year.
30/09/2024
30/09/2023
Total comprehensive income/(loss) for the year
€575,000
€(9,382,000)
Weighted average number of ordinary shares in issue
133,734,686
133,734,686
Basic IFRS earnings per share (cents per share)
0.4
( 7.0)
Diluted earnings per share
The Group has no dilutive potential ordinary shares and hence the diluted earnings per share is the same as the basic
earnings per share in both 2023 and 2024.
Headline earnings per share
The headline earnings and diluted headline earnings for the Group is 6.1 euro cents per share (2023: 6.0 euro cents per
share) as detailed on page 97.
12. Dividends paid
Interim dividends of €7,917,000 (2023: €7,422,000) were paid to the shareholders of the Company during the year
as follows:
Ordinary Rate 30/09/2024
In respect of shares (cents) €’000
Interim dividend paid on 17 November 2023
133,734,686
1.48
1,980
Interim dividend paid on 25 January 2024
133,734,686
1.48
1,979
Interim dividend paid on 10 May 2024
133,734,686
1.48
1,979
Interim dividend paid on 12 August 2024
133,734,686
1.48
1,979
Total interim dividends paid
133,734,686
7,917
Ordinary Rate 30/09/2023
In respect of shares (cents) €’000
Interim dividend paid on 13 January 2023
133,734,686
1.85
2,474
Interim dividend paid on 5 May 2023
133,734,686
1.85
2,474
Interim dividend paid on 11 August 2023
133,734,686
1.85
2,474
Total interim dividends paid
133,734,686
7,422
Notes to the Financial Statements continued
Overview Strategic Report Governance Financial Statements Other information (unaudited)
81
13. Investment property
Group
€’000
Fair value as at 1 October 2022
217,456
Acquisitions
11,150
Acquisition costs
1,218
Additions
3,000
Net loss from fair value adjustment on investment property
(19,726)
Fair value as at 30 September 2023
213,098
Acquisitions
Acquisition costs
Additions
1,164
Net loss from fair value adjustment on investment property
( 7,740)
Fair value as at 30 September 2024
206,522
In 2023 and 2024, the Group held one leasehold property.
The value of the respective sectors held were as follows:
2024 2023
Sector €’000 €’000
Industrial
77,921
78,537
Retail (including retail warehousing)
39,328
39,650
Offices
89,273
94,911
Total
206,522
213,098
The fair value of investment properties, as determined by the valuer, totals €208,050,000 (2023: €214,125,000) with
the valuation amount relating to a 100% ownership share for all the assets in the portfolio.
None of this amount is attributable to trade or other receivables in connection with lease incentives. The fair value of
investment properties per the consolidated financial statements of €206,522,000 (2023: €213,098,000) includes a
tenant incentive adjustment of €1,528,000 (2023: €1,027,000).
The net valuation loss on investment property of €7,740,000 (2023: loss of €19,726,000) consists of net property
revaluation losses of €7,239,000 (2023: losses of €19,509,000) and a movement of the above-mentioned tenant
incentive adjustment of €501,000 (2023: €217,000).
The fair value of investment property has been determined by Knight Frank LLP, a firm of independent chartered
surveyors, who are registered independent appraisers. The valuation has been undertaken in accordance with the
RICS Valuation – Global Standards November 2021, incorporating the International Valuations Standards, and RICS
Professional Standards UK, November 2018 (effective January 2019).
The properties have been valued on the basis of ‘fair value’ in accordance with the RICS Valuation – Professional
Standards VPS4(1.5) Fair Value and VPGA1 Valuations for Inclusion in Financial Statements which adopt the
definition of fair value used by the International Accounting Standards Board.
The valuation has been undertaken using an appropriate valuation methodology and the valuers professional judgement.
The valuer’s opinion of fair value was primarily derived using recent comparable market transactions on arm’s length
terms, where available, and appropriate valuation techniques (The Investment Method).
The properties have been valued individually and not as part of a portfolio.
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
82
Financial Statements
13. Investment property continued
The Group has incorporated Environmental, Social and Governance (‘ESG’) objectives into its core investment strategy
and at every stage of the investment process. It has clearly defined its social and environmental targets into distinct
categories, for which each has clear and measurable impact objectives. The valuers take into account environmental
considerations in their assessment of ERV, discount rate and capital expenditure assumptions for each asset. Some
examples include: Hamburg office (c.€800k) for future BMS, HVAC and tenant wellbeing measures in order to
continue to keep the asset relevant for occupiers; Stuttgart (c.€500k) and Venray (c.€500k) primarily ESG related
capital expenditure; and Paris Saint-Cloud (c.€2.2 million) relating to fire security enhancements and co-ownership
works which will improve ESG ratings in line with Tertiary Decree requirements.
A provision or contingent liability would only be recognised in the consolidated financial statements if the ESG factors
led to a constructive or legal obligation for the Group. None of the above amounts have been provided for in the
30 September 2024 annual accounts as there is no legal or constructive obligation to perform these works at the
reporting date.
The Group’s total valuation fees for the year are €73,000 (2023: €67,000). The fee payable to Knight Frank LLP is less
than 5% of its total revenue in any year.
All investment properties are categorised within Level 3 of the fair value hierarchy, as they use significant unobservable
inputs. There have not been any transfers between levels during the year. Investment properties have been classed
according to their real estate sector. Information on these significant unobservable inputs per class of investment
property is disclosed below:
Quantitative information about fair value measurement using unobservable inputs (Level 3) as at
30 September:
Retail
(incl. retail
2024
Industrial
warehouse)
Office
Total
Fair value (€’000)
7 7,950
39,500
90,600
208,050
Area (’000 sqm)
95.030
21.326
54.580
170.936
Net passing rent € per Range 33.23–118.05 56.85–108.12 120.65–163.59 33.23–163.59
sqm per annum
Weighted average
1
64.98 92.80 138.14 102.12
Gross ERV € per sqm Range 44.00–115.36 101.58–163.33 79.93–233.70 44.00–233.70
per annum
Weighted average
1
64.78 120.03 185.21 127.71
Range 5.43–9.61 1.99–5.94 4.3919.94 1.9919.94
Net initial yield
2
(%)
Weighted average
1
6.62 6.15 7.02 6.44
Range 5.50–6.98 5.13–5.55 4.20–14.89 4.20–14.89
Equivalent yield (%)
Weighted average
1
6.17 5.42 7.59 6.65
1 Weighted by market value.
2 Yields based on rents receivable after deduction of head rents and non-recoverables.
Retail
(incl. retail
2023
Industrial
warehouse)
Office
Total
Fair value (€’000)
78,575
39,650
95,900
214,125
Area (’000 sqm)
95.071
21.325
54.579
170.975
Net passing rent € per Range 33.16–125.09 108.12–154.66 118.63–158.07 33.16–158.07
sqm per annum
Weighted average
1
63.79 121.09 138.22 107.7 3
Gross ERV € per sqm per Range 42.00110.30 101.58–162.27 79.93–234.01 42.00234.01
annum
Weighted average
1
63.20 118.50 181.29 126.33
Range 5.42–9.54 5.76–5.79 4.02–17.09 4.02–17.09
Net initial yield
2
(%)
Weighted average
1
6.35 5.77 6.60 6.35
Range 5.57–9.76 5.36–5.40 3.8713.38 3.8713.38
Equivalent yield (%)
Weighted average
1
5.94 5.39 7.17 6.39
1 Weighted by market value.
2 Yields based on rents receivable after deduction of head rents and non-recoverables.
Notes to the Financial Statements continued
Overview Strategic Report Governance Financial Statements Other information (unaudited)
83
Sensitivity of measurement to variations in the significant unobservable inputs
The significant unobservable inputs used in the fair value measurement (categorised within Level 3 of the fair value
hierarchy) of the Group’s property portfolio, together with the impact of significant movements in these inputs on
the fair value measurement, are shown below:
Impact on fair value measurement Impact on fair value measurement
Unobservable input of significant increase in input of significant decrease in input
Passing rent
Increase
Decrease
Gross ERV
Increase
Decrease
Net initial yield
Decrease
Increase
Equivalent yield
Decrease
Increase
There are interrelationships between the yields and rental values as they are partially determined by market rate
conditions. The sensitivity of the valuation to changes in the most significant inputs per class of investment
property are shown below:
Estimated movement in fair value of investment properties Industrial Retail Office Total
at 30 September 2024 €’000 €’000 €’000 €’000
Increase in ERV by 10%
1,500
3,350
6,350
11,200
Decrease in ERV by 10%
(1,500)
(3,350)
(6,300)
(11,150)
Increase in net initial yield by 0.5%
(2,300)
(3,400)
(6,750)
(12,450)
Decrease in net initial yield by 0.5%
2,600
4,150
8,200
14,950
Estimated movement in fair value of investment properties Industrial Retail Office Total
at 30 September 2023 €’000 €’000 €’000 €’000
Increase in ERV by 10%
4,900
2,600
7,100
14,600
Decrease in ERV by 10%
(4,900)
(2,600)
( 7,1 0 0)
(14,600)
Increase in net initial yield by 0.5%
(6,200)
(3,400)
(9,000)
(18,600)
Decrease in net initial yield by 0.5%
7,
40 0
4,100
9,800
21,300
14. Recognition of development revenue and profit
During the financial year ended 30 September 2021, the Group transferred the legal title of its office asset in Paris,
Boulogne-Billancourt to a purchaser.
The forward funded sale agreement which the Group entered into is comprised of two key performance obligations:
i) to sell the asset as referenced above; and ii) to undertake a comprehensive refurbishment of the asset on behalf of
the purchaser.
The transaction price for the sale of the asset is determined with regard to the deemed fair value of the asset at the
date of the transfer of the legal title to the purchaser. On 16 December 2020 the Group transferred, as part of the
sale, the legal title to the purchaser for a deemed sale price of €69.8 million. In return, the Group received on the
completion date an initial €52.9 million cash receipt from the purchaser and €16.9 million was paid in the year to
30 September 2022 upon the completion of certain milestones.
The forward funded sale contract also included a development element whereby the Group would undertake a
comprehensive refurbishment of the asset on behalf of the purchaser over an approximate 18 month period with
practical completion occurring in the second quarter of 2022. The amount of revenue the Group will receive for
the development of the asset is variable as it is based on the Group achieving certain milestones.
When forming a judgement as to an appropriate level of development revenue to be recognised in the reporting
period, the Group considered the contractual penalties of not meeting certain criteria within the agreement; the
total development costs incurred; the stage of completion of the refurbishment; the milestones achieved and still to
be achieved; the timing of further future cash receipts from the purchaser; and the overall general development risk.
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
84
Financial Statements
14. Recognition of development revenue and profit continued
The Group has estimated that it will receive total development revenue of €30.4 million (2023: €30.4 million).
During the year, the Group incurred costs of €0.7 million (2023: cost savings €1.1 million), which cumulatively to date,
represents 99.6% of the total project expenditure and a sum of €1.5 million (2023: €0.4 million) of development
revenue has been recognised following consideration of the factors identified above. Total development revenue from
this contract recognised since inception is €29.6 million, which represents 97% of total development revenue.
The cash received in the year was €2.1 million. The remaining development revenue is expected to be recognised
in the year ending 30 September 2025. The lag between development revenue and development cost represents
the inherent development risk that is still evident in the project.
The total amount of the contract asset recognised by the Group that is due from the purchaser thereby totalled
€1.3 million (2023: €1.9 million) at the end of the financial year and is included in trade and other receivables.
The below sensitivity table presents the change in the total development revenue expected from the purchaser if the
variable consideration increases or decreases by 10%. Note that the maximum amount of variable revenue remaining
that could be recognised is €0.8 million. This is also the expected amount of revenue to be received, therefore no
+10% analysis is performed.
2024
-10%
0%
+10%
Variable development revenue expected from the purchaser (€m)
0.7
0.8
0.8
2023
-10%
0%
+10%
Variable development revenue expected from the purchaser (€m)
1.9
2.2
2.2
15. Investment in subsidiaries
Company Company
2024 2023
Company €’000 €’000
Balance as at 1 October
69,921
61,386
Additions
50
8,535
Provision of investment made in subsidiaries
(50)
Balance as at 30 September
69,921
69,921
During the year to 30 September 2024, SEREIT plc invested €50,000 into SEREIT (Jersey) Limited. This investment
was impaired in full.
During the year to 30 September 2023, SEREIT plc invested €5,400,000 into SEREIT Holdings Sàrl as part of the
acquisition of the Alkmaar property and the creation of the SPV SEREIT Alkmaar Sàrl.
During the year to 30 September 2023, the Group made the decision that a dividend of €3,135,000 previously paid to
SEREIT plc from SEREIT Holdings Sàrl was to be reclassified as a partial repayment of an interest free loan.
Notes to the Financial Statements continued
Overview Strategic Report Governance Financial Statements Other information (unaudited)
85
The subsidiary companies listed below are those which were part of the Group as at 30 September 2024.
Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly by
the Group and the proportion of ownership of interests held equals the voting rights held by the Group.
Undertaking
Country of incorporation
Group ownership
Registered office address
SEREIT (Jersey) Limited
Jersey
100%
22 Grenville Street, Jersey, JE4 8PX
SEREIT Finance Sàrl
Luxembourg
100%
404, Route dEsch, Luxembourg, 1471
1
SEREIT Holdings Sàrl
Luxembourg
100%
404, Route d’Esch, Luxembourg, 1471
1
OPPCI SEREIT France
France
100%
153
Rue Saint Honoré, 75001 Paris
SCI SEREIT Rumilly
France
100%
8–10 Rue Lamennais, 75008 Paris
SEREIT Berlin DIY Sàrl
Luxembourg
100%
404, Route d’Esch, Luxembourg, 1471
1
SEREIT Hamburg Sàrl
Luxembourg
100%
404, Route d’Esch, Luxembourg, 1471
1
SEREIT Stuttgart Sàrl
Luxembourg
100%
404, Route dEsch, Luxembourg, 1471
1
SEREIT Frankfurt Sàrl
Luxembourg
100%
404, Route dEsch, Luxembourg, 1471
1
SCI SEREIT Directoire
France
100%
8–10 Rue Lamennais, 75008 Paris
SEREIT Apeldoorn Sàrl
Luxembourg
100%
404, Route d’Esch, Luxembourg, 1471
1
SEREIT UV Sàrl
Luxembourg
100%
404, Route d’Esch, Luxembourg, 1471
1
SEREIT Alkmaar Sàrl
Luxembourg
100%
404, Route dEsch, Luxembourg, 1471
1
SEREIT Holdings France SAS
France
100%
8–10 Rue Lamennais, 75008 Paris
SCI SEREIT Pleudihen
France
100%
8–10 Rue Lamennais, 75008 Paris
SAS Clarity Developpment
France
100%
8–10 Rue Lamennais, 75008 Paris
SEREIT France Invest SAS
France
100%
8–10 Rue Lamennais, 75008 Paris
SCI SEREIT Nantes
France
100%
8–10 Rue Lamennais, 75008 Paris
SCI LC Invest
France
100%
8–10 Rue Lamennais, 75008 Paris
1 Up until 10 March 2024, the registered office was 15, Boulevard F.W. Raiffeisen, 2411. From 11 March 2024 to 31 October 2024 the registered office was 4,
Rue Fort Wallis, Luxembourg, 2714.
16. Investment in joint venture
The Group has a 50% interest in a joint venture called Urban SEREIT Holdings Spain S.L. The principal place of
business of the joint venture is Calle Velazquez 3, 4th Madrid 28001, Spain.
2024 2023
Group €’000 €’000
Balance as at 1 October
Investment in joint venture
Share of loss for the year
Balance as at 30 September
2024 2023
Summarised joint venture financial information: €’000 €’000
Total assets
26,548
28,078
Total liabilities
(51,259)
(50,055)
Net liabilities
(24,711)
(21,977)
Net asset value attributable to the Group
Revenues for the year
2,756
2,329
Total comprehensive loss
(2,734)
(2,832)
Total comprehensive loss attributable to the Group
As at 30 September 2024, the joint venture in Seville, of which SEREIT holds a 50% share, had total net liabilities of
€24,711,000 (2023: €21,977,000). The Group has therefore recognised a nil interest as its investment in the joint
venture and would only recognise its share of net liabilities where certain legal or constructive obligations are in force.
No such obligations exist with regard to the Seville joint venture.
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
86
Financial Statements
16. Investment in joint venture continued
A reduction in rental income has resulted in a requirement under the minimum net rental income covenant in the loan
agreement for the lender to retain all excess rental income generated by the Seville property in the property-owning
special purpose vehicle (‘SPV’). This position will continue until the rental income increases sufficiently to meet the
level required under the loan. A significant fall in valuation over the last few years has resulted in a ‘Hard LTV’ covenant
breach which leads to an automatic increase in the interest margin. The bank has agreed a waiver until the maturity
date of the additional interest margin expiring on 31 December 2024.
In 2024 and 2023, within total liabilities of the joint venture, there is also a loan amount of €10,000,000 owed to
the Group. The Group has fully impaired the loan and interest receivable from the joint venture and further details are
provided in note 6. The loan is expected to mature at the same time as the above-mentioned bank loan and carries
a fixed interest rate of 4.37% per annum payable quarterly.
17. Trade and other receivables
Group Group Company Company
2024 2023 2024 2023
€’000 €’000 €’000 €’000
Rent and service charges receivable
5,091
4,467
Amounts due from subsidiary undertakings
836
1,221
VAT receivable
322
297
11
4
Rental and security deposits
1,401
1,067
Proceeds receivable from development
1
1,338
1,898
Other debtors and prepayments
1,874
1,168
62
60
10,026
8,897
909
1,285
1 Refer to note 14 for proceeds due from the development of Boulogne-Billancourt in Paris.
Other debtors and prepayments includes tenant incentives of €1,528,000 (2023: €1,027,000). Rent and service
charge receivables includes a provision of €51,000 (2023: €Nil).
18. Share capital and share premium
Group Group Company Company
30/09/2024 30/09/2023 30/09/2024 30/09/2023
€’000 €’000 €’000 €’000
Ordinary share capital
17,96
6
17,966
17,966
17,966
Share premium
43,005
43,005
43,005
43,005
As at 30 September 2024, the share capital of the Company was represented by 133,734,686 ordinary shares
(2023: 133,734,686 ordinary shares) with a par value of 10.00 pence.
Issued share capital
As at 30 September 2024, the Company had 133,734,686 ordinary shares in issue (2023: 133,734,686) (no shares
were held in treasury). The total number of voting rights of the Company at 30 September 2024 was 133,734,686
(2023: 133,734,686).
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction,
net of tax, from the proceeds.
Notes to the Financial Statements continued
Overview Strategic Report Governance Financial Statements Other information (unaudited)
87
19. Interest-bearing loans and borrowings
This note provides information about the contractual terms of the Group’s interest-bearing loans and borrowings.
For more information about the Group’s exposure to interest rate risk, see note 22.
Group Group Company Company
2024 2023 2024 2023
€’000 €’000 €’000 €’000
As at 1 October
73,623
68,744
Drawdown of new loans
31,760
Repayment of loans
(3,000)
(26,950)
Capitalisation of finance costs
(322)
(84)
Amortisation of finance costs
170
153
As at 30 September
70,471
73,623
Borrowings are removed from the statement of financial position when the obligation specified in the contract is discharged,
cancelled or expired. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer
settlement of the liability for at least 12 months after the reporting period.
Bank loan – HSBC Bank plc
The Group had a loan facility of €9.25 million with HSBC Bank plc which was entered into during the year ended
30 September 2018.
The total amount had been fully drawn and matured on 27 September 2023. It carried an interest rate which is the
aggregate of the applicable Euribor three-month rate and a margin of 2.15% per annum, payable quarterly. The facility
was subject to a 1% arrangement fee which is being amortised over the period of the loan. The debt had a LTV
covenant of 62.5% and the interest cover should be above 275%.
The lender had a charge over properties owned by the Group with a value of €25,050,000. A pledge of all shares in
the borrowing Group company is in place.
This loan was fully repaid in September 2023.
Bank loan – ABN AMRO
The Group entered into a facility of €13.76 million with ABN AMRO during the year ended 30 September 2023.
The loan was fully drawn down on 28 September 2023 and matures on 27 September 2028.
It carries an interest rate of 5.3% which is payable quarterly. The debt has an LTV covenant of 62.5%, with a cash trap
of 55% which reduces by 1% each year from 1 September 2024 and the debt to yield ratio should be above 12.5%.
The lender has a charge over property owned by the Group with a value of €36,200,000. A pledge of all shares in the
borrowing Group company is in place.
Bank loan – BRED Banque Populaire
The Group entered into a loan facility totalling €13.0 million with BRED Banque Populaire during the year ended
30 September 2018.
The total amount was fully drawn and was initially due to mature on 15 December 2024. The loan carries an interest
rate which is the aggregate of the applicable Euribor three-month rate and a margin of 1.30% per annum, payable
quarterly. The facility was subject to an arrangement fee of 70,000 which is being amortised over the period of the
loan. The debt has an LTV covenant of 60% and the interest cover ratio (‘ICR’) should be above 400%. The Group has
purchased an interest rate cap to have risk coverage on the variation of the interest rate.
During the year ended 30 September 2020, the Group received a further €4.0 million of debt into SCI Directoire
under its existing loan facility with BRED Banque Populaire. The additional loan amount carries an interest rate of
1.45% and was subject to a €30,000 arrangement fee which will be amortised over the period of the loan.
On 15 December 2023, the Group completed an early refinancing of the loan, extending the term by three years from
15 December 2024 to 15 December 2027, with an option of a further year. The principal of the loan was also reduced
by €3.0 million from €17.0 million to €14.0 million. Following the refinancing, the loan now carries an interest rate
which is the aggregate of the applicable Euribor 3 months rate and a margin of 1.90% per annum, payable quarterly.
The lender has a charge over property owned by the Group with a value of €37,400,000. A pledge of all shares in the
borrowing Group company is in place.
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
88
Financial Statements
19. Interest-bearing loans and borrowings continued
Bank loan – Deutsche Pfandbriefbank AG
The Group had two loan facilities totalling €30.50 million with Deutsche Pfandbriefbank AG which were entered into
during the year ended 30 September 2016.
One of the loan facilities totalling €14.0 million was repaid in March 2023 and carried a fixed interest rate of 0.85% per
annum payable quarterly.
The remaining loan totalling €16.5 million matures on 30 June 2026 and carries a fixed interest rate of 1.31% per annum.
An additional fixed fee of 0.30% per annum was payable until certain conditions relating to the Frankfurt property were
fulfilled on 30 December 2016. The facility was subject to a 0.35% arrangement fee which is being amortised over the
period of the loan. The debt has a LTV covenant of 65% and the debt yield must be at least 8%.
The lender has a charge over property owned by the Group with a value of €39,500,000. A pledge of all shares in the
borrowing Group companies is in place.
Bank loan – Westerwald Bank eG
The Group entered into a facility of €18.0 million with Westerwald bank on 31 March 2023. The loan has been fully
drawn and matures on 31 December 2027. It carries an interest rate of 3.8% which is payable quarterly.
The lender has a charge over property owned by the Group with a value of €39,600,000.
Bank loan – Landesbank Saar
The Group entered into a loan facility of €8.6 million with Landesbank Saar on 27 March 2019.
The loan was initially due to mature on 28 March 2024 and carried an interest rate of 1.40% plus Euribor three-month
per annum, payable quarterly. An additional 25bps was applied to the margin if the LTV was between 56% and 60%,
or 50bps if the LTV was above 60%. The facility was subject to a €56,000 arrangement fee which was amortised
over the period of the loan. The debt had an LTV covenant of 64% and the interest cover was required to be above
220%. A pledge of all shares in the borrowing Group company is in place.
This loan was classified as a current liability for the year ended 30 September 2023.
On 26 March 2024, the Group refinanced the loan, the loan now matures on 26 March 2029 and attracts interest at a
fixed rate of 4.3%. As a result of the refinancing, the covenants were amended. An additional 25bps is now applied to
the interest rate if the LTV is between 50% and 53%, or 50bps if the LTV is between 53% and 55%. The debt now has
an LTV covenant of 55% and the interest cover should be above 200%.
Bank loan – Landesbank Saar
On 25 November 2019, SCI Rumilly entered into a new loan facility with Landesbank Saar for €3.7 million.
The loan carried an interest rate of 1.30% plus Euribor three-month per annum payable quarterly. An additional 25bps
was applied to the margin if the LTV was between 52% and 56%, or 50bps if the LTV was equal to or above 56%. The
facility was subject to a €46,000 arrangement fee which was amortised over the period of the loan. The debt had a
maximum LTV covenant of 60% and a minimum ICR covenant of 200%. A pledge of all shares in the borrowing Group
company was in place. The loan was fully repaid in April 2023.
20. Trade and other payables
Group Group Company Company
30/09/2024 30/09/2023 30/09/2024 30/09/2023
€’000 €’000 €’000 €’000
Rent received in advance
1,001
880
Rental deposits
1,411
1,393
Interest payable
486
206
Retention payable
85
Amounts due to subsidiary undertakings
58
Accruals
1,699
2,194
424
893
Trade payables
358
98
47
39
4,955
4,856
529
932
All trade and other payables are interest free and payable within one year. Included within the Group’s accruals are amounts
relating to management fees of €140,000 (2023: €626,000) and property expenses of €626,000 (2023: €505,000).
Notes to the Financial Statements continued
Overview Strategic Report Governance Financial Statements Other information (unaudited)
89
21. Net asset value per ordinary share
The NAV per ordinary share of 122.7 euro cents per share (2023: 128.2 euro cents per share) is based on the net assets
attributable to ordinary shareholders of the Group of €164,097,000 (2023: €171,439,000), and 133,734,686 ordinary
shares in issue at 30 September 2024 (2023: 133,734,686 ordinary shares).
22. Financial instruments, properties and associated risks
Financial risk factors
The Group holds cash and liquid resources as well as having debtors and creditors that arise directly from its operations.
The Group uses interest rate caps when required to limit exposure to interest rate risks, but does not have any other
derivative instruments. The financial risk profile of the Group has been heightened, in part due to ongoing geopolitical
developments, together with macroeconomic uncertainty.
The main risks arising from the Group’s financial instruments and properties are market price risk, currency risk, credit
risk, liquidity risk and interest rate risk. The Board regularly reviews and agrees policies for managing each of these
risks and these are summarised below:
Market price risk
Rental income and the market value for properties are generally affected by overall conditions in the economy, such as
changes in gross domestic product, employment trends, inflation and changes in interest rates. Changes in gross domestic
product may also impact employment levels, which in turn may impact the demand for premises. Furthermore, movements
in interest rates may also affect the cost of financing for real estate companies.
The Group’s investments comprise of continental European commercial property. Property and property-related
assets are inherently difficult to value due to the individual nature of each property. As a result, valuations are subject
to substantial uncertainty. There is no assurance that the estimates resulting from the valuation process will reflect the
actual sale’s price even where such sales occur shortly after the valuation date.
Both rental income and property values may also be affected by other factors specific to the real estate market, such
as competition from other property owners; the perceptions of prospective tenants of the attractiveness, convenience
and safety of properties; the inability to collect rents because of bankruptcy or the insolvency of tenants; the periodic
need to renovate, repair and re-lease space and the costs thereof; the costs of maintenance and insurance, and
increased operating costs.
The Board monitors the market value of investment properties by having independent valuations carried out quarterly
by a firm of independent chartered surveyors. See note 13.
At the date of signing this report, the conflict in Ukraine continues to have significant societal and economic impact.
The Group does not have a material direct exposure to Russia or Ukraine, but continues to monitor the situation closely.
Currency risk
The Group’s policy is for Group entities to settle liabilities denominated in their functional currency with the cash
generated from their own operations in that currency. Where Group entities have liabilities in a currency other than
their functional currency (and have insufficient reserves of that currency to settle them), cash already in that currency
will, where possible, be transferred from elsewhere within the Group. The functional currency of all entities in the
Group is the euro. Currency risk sensitivity has not been shown due to the small values of non-euro transactions.
The table below details the Group’s exposure to foreign currencies at the year end:
Group Group Company Company
30/09/2024 30/09/2023 30/09/2024 30/09/2023
Net assets €’000 €’000 €’000 €’000
Euros
163,912
171,346
143,788
148,903
Sterling
28
13
28
13
Rand
157
80
157
80
164,097
171,439
143,973
148,996
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
90
Financial Statements
22. Financial instruments, properties and associated risks continued
Interest rate risk
Exposure to market risk for changes in interest rates relates primarily to the Group’s long-term debt obligations and to
interest earned on cash balances. As interest on the Group’s long-term debt obligations is payable on a fixed-rate basis, or is
capped, the Group has limited exposure to downside interest rate risk, but is exposed to changes in fair value of long-term
debt obligations such as derivatives which are driven by interest rate movements. As at 30 September 2024, the total
carrying value of the Group’s loans was €70.9 million (2023: €73.9 million). Although held at carrying value in the financial
statements, the Group has its fixed-rate debt fair valued, and as at 30 September 2024, the fair value of the Group’s fixed
rate debt was €56.51 million (2023: €47.3 million). The carrying value for the fixed-rate debt was 56.86 million (2023:
€48.3 million). The Group does not fair value variable rate debt. The carrying value of the variable rate debt, which is €14.0
million (2023: 25.6 million), is deemed to approximate the fair value. A 1% increase or decrease in short-term interest rates
would decrease or increase the annual income and equity by €0.1 million (2023: €0.1 million) based on the net of cash and
variable debt balances as at 30 September 2024. 1% has been chosen as the sensitivity rate to demonstrate the linear
relationship to interest rate changes.
Credit risk
Credit risk is the risk that an issuer or counterparty will be unable or unwilling to meet a commitment that it has entered
into with the Group. In the event of default by an occupational tenant, the Group will suffer a rental income shortfall
and incur additional costs, including legal expenses, in maintaining, insuring and re-letting the property.
The Group calculates the expected credit loss for rent and service charge receivables based on the lifetime expected
credit losses under the IFRS 9 simplified approach.
With regard to the loan to the Seville joint venture, the Directors have assessed this for an expected credit loss
under IFRS 9 and, consequently, have recognised an impairment against the receivable; see note 6 for further details.
The Investment Manager reviews reports prepared by Dun & Bradstreet or other sources, to assess the credit quality
of the Group’s tenants and aims to ensure there is no excessive concentration of risk and that the impact of any default
by a tenant is minimised.
In respect of credit risk arising from other financial assets, which comprises of cash and cash equivalents and a loan to
a joint venture, exposure to credit risk arises from default of the counterparty with a maximum exposure equal to the
carrying amounts of these instruments. In order to mitigate such risks, cash is maintained with major international
financial institutions with high-quality credit ratings.
The table below shows the balance of cash and cash equivalents held with various financial institutions at the end of
the reporting year.
Company
Group balance balance at
Ratings as at at 30/09/2024 30/09/2024
Bank 30/09/2024 €’000 €’000
HSBC Bank plc
AA-
5,907
5,707
ING Bank N.V.
AA-
2,876
BNP Paribas
A+
883
BRED Banque Populaire
A
278
Santander
A-
529
496
Societe Generale SA
A-
4,594
1,935
Commerzbank AG
A
1,466
FirstRand Bank Limited
BB-
157
157
Royal Bank of Scotland International
A
9,870
9,870
ABN AMRO Bank
A
802
27,362
18,165
Notes to the Financial Statements continued
Overview Strategic Report Governance Financial Statements Other information (unaudited)
91
Company
Group balance balance at
Ratings as at at 30/09/2023 30/09/2023
Bank 30/09/2023 €’000 €’000
HSBC Bank plc
A-
7,222
1,450
ING Bank N.V.
A-
5,123
BNP Paribas
A-
1,274
BRED Banque Populaire
A
1,664
Santander
A-
7,09
6
7,089
Societe Generale SA
A-
3,773
871
Commerzbank AG
BBB
2,155
FirstRand Bank Limited
BBB-
80
80
Royal Bank of Scotland International
BBB+
4,058
4,058
32,445
13,548
The maximum exposure to credit risk for rent and service charge receivables at the reporting date by type of
sector was:
30/09/2024 30/09/2023
Carrying Carrying
amount amount
€’000 €’000
Office
4,157
3,357
Retail (including retail warehousing)
239
561
Industrial
695
550
5,091
4,468
Rent and service charges receivables which are past their due date, but which were not impaired at the reporting
date, were:
30/09/2024 30/09/2023
Carrying Carrying
amount amount
€’000 €’000
0–30 days
276
65
31–60 days
61
59
61–90 days
2
8
91 days plus
346
712
685
844
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulties in meeting its financial obligations.
Investments in property are relatively illiquid. However, the Group has tried to mitigate this risk by investing in
properties that it considers to be good quality.
In certain circumstances, the terms of the Group’s debt facilities entitle the lender to require early repayment and in
such circumstances the Group’s ability to maintain dividend levels and the net asset value could be adversely affected.
The Investment Manager prepares cash flows on a rolling basis to ensure the Group can meet future liabilities as and
when they fall due.
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
92
Financial Statements
22. Financial instruments, properties and associated risks continued
The following table indicates the undiscounted maturity analysis of the financial liabilities.
Carrying Expected 6 months 6 months More than
amount cash flows or less to 2 years 2–5 years 5 years
As at 30 September 2024 €’000 €’000 €’000 €’000 €’000 €’000
Financial liabilities
Interest-bearing loans and
borrowings and interest
70,860
80,368
1,358
20,536
58,474
Trade and other payables
4,955
3,954
3,954
Total financial liabilities
75,815
84,322
5,312
20,536
58,474
Carrying Expected 6 months 6 months More than
amount cash flows or less to 2 years 2–5 years 5 years
As at 30 September 2023 €’000 €’000 €’000 €’000 €’000 €’000
Financial liabilities
Interest-bearing loans and
borrowings and interest
73,860
81,289
9,587
19,604
52,098
Trade and other payables
4,856
4,856
4,856
Total financial liabilities
78,716
86,145
14,443
19,604
52,098
Fair values
The fair values of financial assets and liabilities approximate their carrying values in the financial statements.
The fair value hierarchy levels are as follows:
Level 1 – quoted prices (unadjusted) in active markets for identical assets and liabilities;
Level 2 – inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).
There have been no transfers between Levels 1, 2 and 3 during the year (2023: none).
The following summarises the main methods and assumptions used in estimating the fair values of financial
instruments and investment property (which is a non-financial asset).
Investment property – Level 3
Fair value is based on valuations provided by an independent firm of chartered surveyors and registered appraisers.
These values were determined after having taken into consideration recent market transactions for similar properties
in similar locations to the investment properties held by the Group. The fair value hierarchy of investment property is
Level 3. See note 13 for further details.
Interest-bearing loans and borrowings – Level 2
Fair values are based on the present value of future cash flows discounted at a market rate of interest. Issue costs are
amortised over the period of the borrowings.
Trade and other receivables/payables
All receivables and payables are deemed to be due within one year and as such the carrying value approximates the
fair value.
Derivatives – Level 2
Fair values of derivatives are based on current market conditions such as the current EURIBOR rate compared to the
terms of the derivative agreements.
Capital management
The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence, and
to sustain future development of the business. The objective is to ensure that it will continue as a going concern and to
maximise return to its equity shareholders through an appropriate level of gearing.
Notes to the Financial Statements continued
Overview Strategic Report Governance Financial Statements Other information (unaudited)
93
The Group’s debt and capital structure comprises the following:
30/09/2024 30/09/2023
€’000 €’000
Debt
Loan facilities and accrued interest
70,806
73,828
Equity
Called-up share capital and share premium
60,971
60,971
Retained earnings and other reserves
103,126
110,468
Total equity
164,097
171,439
Total debt and equity
234,903
245,267
There were no changes in the Group’s approach to capital management during the year.
The Company’s capital structure is comprised of equity only.
23. Operating leases
The Group leases out its investment property under operating leases. At 30 September 2024, the future minimum
lease receipts under non-cancellable leases are as follows:
30/09/2024 30/09/2023
The Group as a lessor €’000 €’000
Less than one year
16,023
16,511
Between one and two years
12,675
15,617
Between two and three years
8,610
12,768
Between three and four years
6,445
7,858
Between four and five years
5,061
5,695
More than five years
14,463
13,189
63,277
71,638
The total above comprises the total contracted rent as at 30 September 2024.
24. Related party transactions
Material agreements are disclosed in note 5 and Directors’ emoluments are disclosed in note 9. Loans to related
parties are disclosed in the consolidated and company statements of financial position and other amounts due from
related parties are disclosed in note 17.
Details of dividends received from the joint venture are disclosed in note 16.
Interest receivable from the joint venture was impaired during the year; refer to note 6 for further details.
25. Contingent liability
There are no contingent liabilities other than those disclosed in note 10.
26. Capital commitments
At 30 September 2024, the Group had capital commitments of €131,000 (2023: €400,000) with regard to its
directly held portfolio. This relates to various small projects across the portfolio.
In addition, the Group is expected to incur a further €0.1 million (2023: €1.0 million) of development expenditure with
regards to the comprehensive refurbishment of the Paris, Boulogne-Billancourt asset.
27. Employees
The Group has one employee who is appointed by the French branch of the Company. The total charge for the
employee during the year was €22,000 (2023: €22,000).
28. Post balance sheet events
There were no significant events occurring after the balance sheet date.
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
Schroder European Real Estate Investment Trust plc
94
Other information (unaudited)
Berlin, Germany
Other information
(unaudited)
Contents
96 EPRA and Headline Performance Measures (unaudited)
98 Alternative Performance Measures (unaudited)
99 AIFMD Disclosures (unaudited)
101 Streamlined Energy and Carbon Report
105 Explanation of Special Business
107 Notice of Annual General Meeting
109 Explanatory Notes to the Notice of Meeting
113 Shareholder Information
114 Glossary
115 Corporate Information
Overview Governance Financial Statements Other information (unaudited)Strategic Report
95
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
96
Other information (unaudited)
EPRA and Headline Performance Measures (unaudited)
As recommended by the European Public Real Estate Association (‘EPRA’), performance measures are disclosed in the
section below.
a. EPRA earnings and earnings per share
Represents total IFRS comprehensive income excluding realised and unrealised gains/losses on investment property,
share of capital profit on joint venture investments and changes in fair value of financial instruments, including the loan
made to the joint venture, divided by the weighted average number of shares.
Year to
30September 2024
€’000
(unaudited)
Year to
30September 2023
€’000
(unaudited)
Total IFRS comprehensive income/(loss) 575 (9,382)
Adjustments to calculate EPRA earnings:
Net loss from fair value adjustment on investment property 7,740 19,726
Net development revenue (805) (1,538)
Share of joint venture profit (209)
Deferred tax (62) (899)
Tax on development profit 236
Net change in fair value of financial instruments
494 260
EPRA earnings 8,178 7,958
Weighted average number of ordinary shares 133,734,686 133,734,686
IFRS earnings and diluted earnings (cents per share) 0.4 (7.0)
EPRA earnings per share (cents per share) 6.1 6.0
b. EPRA Net Reinstatement Value
Year to
30September 2024
€’000
(unaudited)
Year to
30September 2023
€’000
(unaudited)
IFRS equity attributable to shareholders 164,097 171,439
Deferred tax and tax on development and trading properties 4,163 4,225
Adjustment for fair value of financial instruments (236) (674)
Adjustment in respect of real estate transfer taxes 18,615 18,477
EPRA Net Reinstatement Value 186,639 193,467
Shares in issue at end of year 133,734,686 133,734,686
IFRS Group NAV per share (cents per share) 122.7 128.2
EPRA Net Reinstatement Value per share (cents per share) 139.6 144.7
Overview Strategic Report Governance Financial Statements Other information (unaudited)
97
c. EPRA Net Tangible Assets
Year to
30September 2024
€’000
(unaudited)
Year to
30September 2023
€’000
(unaudited)
IFRS equity attributable to shareholders 164,097 171,439
Deferred tax 4,163 4,225
Adjustment for fair value of financial instruments (236) (674)
EPRA Net Tangible Assets 168,024 174,990
Shares in issue at end of year 133,734,686 133,734,686
IFRS Group NAV per share (cents per share) 122.7 128.2
EPRA Net Tangible Assets per share (cents per share) 125.6 130.8
d. EPRA Net Disposal Value
Year to
30September 2024
€’000
(unaudited)
Year to
30September 2023
€’000
(unaudited)
IFRS equity attributable to shareholders
164,097 171,439
Adjustment for the fair value of fixed interest rate debt
354 925
EPRA Net Disposal Value
164,451 172,364
Shares in issue at end of year
133,734,686 133,734,686
IFRS Group NAV per share (cents per share)
122.7 128.2
EPRA Net Disposal Value (cents per share)
123.0 128.9
e. Headline earnings reconciliation
Headline earnings per share reflect the underlying performance of the Company calculated in accordance with the
Johannesburg Stock Exchange Listingrequirements.
Year to
30September 2024
€’000
(unaudited)
Year to
30September 2023
€’000
(unaudited)
Total IFRS comprehensive income 575 (9,382)
Adjustments to calculate headline earnings exclude:
Net valuation loss on investment property 7,740 19,726
Net development revenue (805) (1,538)
Share of joint venture profit
(209)
Deferred tax
(62) (899)
Tax on development profit
236
Net change in fair value of financial instruments
494 260
Headline earnings
8,178 7,958
Weighted average number of ordinary shares
133,734,686 133,734,686
Headline and diluted headline earnings per share (cents per share)
6.1 6.0
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
98
Other information (unaudited)
Alternative Performance Measures (unaudited)
The Company uses the following Alternative Performance Measures (‘APMs’) in its Annual Report and Consolidated
Financial Statements. The Board believes that each of the APMs provides additional useful information to the
shareholders in order to assess the Companys performance.
Dividend Cover – the ratio of EPRA Earnings (page 96) to dividends paid (note 12) in the period. Earnings excludes
capital items such as revaluation movements on investments and gains or losses on the disposal of investmentproperties.
Dividend Yield – the dividends paid, expressed as a percentage, relative to the share price.
EPRA Earnings earnings excluding all capital components not relevant to the underlying net income performance of
the Company, such as the unrealised fair value gains or losses on investment properties and any gains or losses from
the sales of properties. See page 96 for a reconciliation of this figure.
EPRA Net Tangible Assets – the IFRS equity attributable to shareholders adjusted to reflect a Company’s tangible
assets and assumes that no selling of assets takes place.
EPRA Net Disposal Value – the IFRS equity attributable to shareholders adjusted to reflect the NAV under an orderly
sale of business, where any deferred tax, financial instruments and certain other adjustments are calculated to the full
extent of their liability.
EPRA Net Reinstatement Value – IFRS equity attributable to shareholders adjusted to represent the value required to
rebuild the entity and assumes that no selling of assets takes place.
Gross LTV – the value of the external loans unadjusted for unamortised arrangement costs (page 19) expressed as a
percentage of the gross assets excluding cash as at the Balance Sheet date. The gross assets are calculated on a
proportional basis and include the Group’s 50% share in the Seville joint venture.
LTV Net of Cash – the value of the external loans unadjusted for unamortised arrangement costs (page 19) less cash
held (page 67) expressed as a percentage of the gross assets including cash as at the Balance Sheet date. The gross
assets are calculated on a proportional basis and include the Group’s 50% share in the Seville joint venture.
Ongoing Charges (including fund only expenses) – all fund expenses (per the consolidated statement of
comprehensive income) excluding any capital costs including capital expenditure or acquisitions/disposal fees or
one-off items expressed as a percentage of the average quarterly IFRS NAVs of the Company for the financial period.
Ongoing Charges (including fund and property expenses) – all fund and property expenses (per the consolidated
statement of comprehensive income) excluding any capital costs including capital expenditure or acquisitions/disposal
fees or one-off items expressed as a percentage of the average quarterly IFRS NAVs of the Company for the
financialperiod.
Share Discount/Premium – the share price of the Company is derived from buyers and sellers trading their shares
onthe stock market. This price is not identical to the NAV per share of the underlying assets less liabilities of the
Company. If the share price is lower than the NAV per share, the shares are trading at a discount. Shares trading above
the NAV per share are said to be at a premium. The discount/premium is calculated as the variance between the share
price as at the Balance Sheet date and the NAV per share (page 6) expressed as a percentage.
NAV Total Return – the return to shareholders calculated on a per share basis by adding dividends paid (note 12) in
theperiod on a time-weighted basis to the increase or decrease in the NAV per share (page 6).
Overview Strategic Report Governance Financial Statements Other information (unaudited)
99
AIFMD Disclosures (unaudited)
AIFMD remuneration disclosures for Schroder Real Estate Investment Management Limited (SREIM’) for
theyear to 31 December 2023
These disclosures form part of the non-audited section of this annual report and accounts and should be read in
conjunction with the Schroders plc Remuneration Report on pages 74 to 93 of the 2023 Annual Report & Accounts
(available on the Group’s website – www.schroders.com/ir) which provides more information on the activities of our
Remuneration Committee and our remuneration principles and policies.
The AIF Material Risk Takers (‘AIF MRTs’) of SREIM are individuals whose roles within the Schroders Group can materially
affect the risk of SREIM or any AIF fund that it manages. These roles are identified in line with the requirements of the
AIFM Directive and guidance issued by the European Securities and Markets Authority.
The Remuneration Committee of Schroders plc has established a remuneration policy to ensure the requirements
ofthe AIFM Directive are met for all AIF MRTs. The Remuneration Committee and the Board of Schroders plc review
remuneration strategy at least annually. The directors of SREIM are responsible for the adoption of the remuneration
policy and periodically reviewing its implementation in relation to SREIM. During 2023 the Remuneration Policy was
reviewed to ensure compliance with the UCITS/AIFMD remuneration requirements and no significant changes
weremade.
The implementation of the remuneration policy is, at least annually, subject to independent internal review for
compliance with the policies and procedures for remuneration adopted by the Board of SREIM and the Remuneration
Committee. The most recent review found no fundamental issues but resulted in minor recommendations relating to
policy documentation.
Our ratio of operating compensation costs to net operating income guides the total spend on remuneration each year.
This is recommended by the Remuneration Committee to the Board of Schroders plc. This approach aligns
remuneration with Schroders financial performance. In determining the remuneration spend each year, the underlying
strength and sustainability of the business is taken into account, along with reports on risk & compliance, legal and
internal audit matters from the heads of those areas.
The remuneration data that follows reflects amounts paid in respect of performance during 2023.
The total amount of remuneration paid by SREIM to its staff is nil as SREIM has no employees. Employees of SREIM
or other Schroders Group entities who serve as Directors of SREIM receive no additional fees in respect of their
role on the Board of SREIM.
The following disclosures relate to AIF MRTs of SREIM. Those AIF MRTs were employed by and provided services
toother Schroders group companies and clients. In the interests of transparency, the aggregate remuneration figures
that follow reflect the full remuneration for each SREIM AIF MRT. The aggregate total remuneration paid to the 77 AIF
MRTs of SREIM in respect of the financial year ended 31 December 2023 is £51.85 million, of which £45.43 million was
paid to senior management, £4.35 million was paid to MRTs deemed to be taking risk on behalf of SREIM or the AIF
funds that it manages and £2.07 million was paid to control function MRTs.
For additional qualitative information on remuneration policies and practices see www.schroders.com/rem-disclosures.
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
100
Other information (unaudited)
Leverage disclosure
In accordance with AIFMD, the Company is required to make available to investors information in relation to leverage. Under
AIFMD, leverage is any method by which the exposure of the Company is increased through the borrowing of cash or
securities, leverage embedded in derivative positions or by another means. It is expressed as a ratio between the total
exposure of the Company and its net asset value and is calculated in accordance with the ‘Gross method’ and the
‘Commitment method’ as described in the AIFMD. The Gross method represents the aggregate of all the Companys
exposures other than cash balances held in the base currency, while the Commitment method, which is calculated on
a similar basis, may also take into account cash and cash equivalents, netting and hedging arrangements, as applicable.
The Investment Manager has set the expected maximum leverage percentages for the Company and calculated the
actual leverages as at June 2024 as shown below (the Company calculates and externally reports its leverage one
quarter in arrears):
Maximum
limit set
Actual as at
30.06.24
Gross leverage 200 137
Commitment leverage 240 156
There have been no changes to the maximum levels of leverage employed by the Company during the financial year
nor any breaches of the maximum levels during the financial reporting period.
AIFMD Disclosures (unaudited) continued
Overview Strategic Report Governance Financial Statements Other information (unaudited)
101
Streamlined Energy and Carbon Report
Schroder European Real Estate Investment Trust plc (the ‘Company’/‘SEREIT’) invests in European growth cities and
regions. It is a UK closed ended real estate investment company incorporated on 9 January 2015.
The Company has a premium listing on the Official List of the UK Listing Authority and its shares have been trading on
the Main Market of the London Stock Exchange (ticker: SERE) since 9 December 2015. It also has a secondary listing
on the Main Board of the Johannesburg Stock Exchange (ticker: SCD).
The Company is within the scope of the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and
Carbon Report) Regulations 2018, (the ‘Regulations’) and is required to report on its UK energy use, associated Scope 1
(direct) and 2 (indirect) greenhouse gas (‘GHG’) emissions, an intensity metric and, where applicable, global energy use
(as defined in section 92 of the Climate Change Act 2008). This reporting is also referred to as Streamlined Energy
and Carbon Reporting (‘SECR’). In addition, the Regulations advise providing a narrative on energy efficiency actions
taken in the previous financial year.
This Energy and Carbon Report applies for the Company’s Annual Report for the 12 months to 30 September 2024.
The statement has however been prepared for the 12 months to 31 December 2023, to report annual figures for emissions
and energy use for the period for which such information is available. The usage for the period 1 January2024 to
31December 2024 will be included in the annual report for the 12 months to 30 September 2025.
As a property company, energy consumption and emissions result from the operation of buildings. The reporting
boundary has been scoped to those held properties where the Company retained operational control: where the
Company is responsible for operating the entire building, shared services (e.g. common parts lighting, heating and air
conditioning), external lighting and/or void spaces. ‘Operational control’ has been selected as the reporting boundary
(as opposed to ‘financial control’ or ‘equity share’) as this reflects the portion of the portfolio where the Company can
influence operational procedures and, ultimately, sustainability performance. This incorporates consumption in tenant
areas, where the landlord procures energy for the whole building.
At 31 December 2023 the Company held five properties with operational control in total all of which are located in
Continental Europe (i.e. outside of the UK and offshore area).
The Company is not directly responsible for any GHG emissions/energy usage at single let/Full Repairing and Insuring
assets nor at multi-let assets where the tenant is counterparty to the energy contract. These emissions form part
of the wider value chain (i.e. ‘Scope 3’) emissions, which are not required to be reported on and not monitored at
present. Asa real estate company with only one part time direct employee and no company owned vehicles as at
31 December2023, energy consumption and emissions associated with travel and occupation of corporate
offices iseither not relevant or material to report. Fugitive emissions associated with refrigerant losses from
air conditioning equipment are not typically collected and aggregated across portfolios by the industry,
however over the next year willlook to improve monitoring emissions associated with refrigerant losses.
In addition to reporting absolute energy consumption and GHG emissions, the Company has reported separately on
performance within the ‘like-for-like’ portfolio, as well as providing intensity ratios, where appropriate. The like-for-like
portfolio and intensity ratios include buildings where each of the following conditions is met:
Owned for the full 24-month period (sales/acquisitions are excluded).
No major renovation or refurbishment has taken place.
At least 24 months’ data is available.
Note also that voids where utility responsibility may be temporarily met by the Landlord are excluded.
For the intensity ratios, the denominator determined to be relevant to the business is square metres of gross internal
area for most sectors, including Offices and Industrial Parks. Retail Warehouse uses the common parts area for the
intensity ration. Intensity ratio is expressed as:
Energy: kilowatt hours per metre square (gross internal area or common parts area) per year, or, kWh/m
2
/yr.
GHG: kilograms carbon dioxide equivalent per metre square (gross internal area or common parts area) per year,
or, kgCO
2
e/m
2
/yr.
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
102
Other information (unaudited)
Streamlined Energy and Carbon Report continued
Energy consumption and greenhouse gas emissions
The table below sets out the Companys energy consumption.
Absolute energy
(kWh)
Like-for-like energy
(kWh)
2022 2023 2022 2023
Gas 1,694,806.07 1,725,119.91 1,694,806.07 1,725,119.91
Electricity 799,990.12 911,631.03 799,990.12 911,631.03
District heating/District cooling 1,920,940.00 1,991,807.00 1,920,940.00 1,991,807.00
Total 4,415,736.19 4,628,557.94 4,415,736.19 4,628,557.94
Change in energy 5% 5%
The table below sets out the Companys greenhouse gas emissions.
Absolute emissions
(tCO
2
e)
Like-for-like emissions
(tCO
2
e)
2022 2023 2022 2023
Scope 1 (Direct emissions from gas consumption) 302.00 320.59 302.00 320.59
Scope 2 (Indirect emissions from electricity) 512.25 555.40 512.25 555.40
Total 814.25 875.99 814.25 875.99
Change in emissions 8% 8%
The like for like energy consumption for the 2023 year for the managed assets held within the Company has increased
by 5%, the greenhouse gas emissions have increased by 8%.
The table below sets out the Companys like for like energy and GHG intensities by sector.
Energy intensities
(kWh per m
2
)
Emissions intensities
(tCO
2
e per m
2
)
2022 2023 2022 2023
Office: Corporate: High-Rise Office 156.08 163.93 20.44 21.77
Retail: Retail Centers: Warehouse 31.61 28.23 7.64 7.05
Office: Corporate: Mid-Rise Office 56.46 62.55 15.52 17. 89
Industrial: Industrial Park 109.26 123.35 28.68 32.35
Methodology
All energy consumption and GHG emissions reported occurred at the Companys assets all of which are located in
Continental Europe (i.e. outside UK and offshore area).
Energy consumption data is reported according to automatic meter reads, manual meter reads or invoice
estimates. Historic energy and consumption data have been restated where more complete and or accurate
records have become available. Where required, missing consumption data has been estimated through pro-rata
extrapolation. Data has been adjusted to reflect the Companys share of asset ownership, where relevant.
Data reported aligns with the EPRA Sustainability Reporting Performance Measures which have been assured by
an independent third party, in accordance with AA1000 Assurance Standard.
The Company’s GHG emissions are calculated according to the principles of the Greenhouse Gas (‘GHG’) Protocol
Corporate Standard.
- The Company’s Greenhouse Gas Emissions are reported as tonnes of carbon dioxide equivalent (tCO
2
e), which
includes the following emissions covered by the GHG Protocol (where relevant and available greenhouse gas
emissions factors allow): carbon dioxide (CO
2
), methane (CH
4
), hydrofluorocarbons (‘HFCs’), nitrous oxide (N
2
0),
perfluorocarbons (‘PFCs’), sulphur hexafluoride (SF
6
) and nitrogen trifluoride (NF
3
).
- GHG emissions from electricity (Scope 2) are reported according to the ‘location-based’ approach.
- The following greenhouse gas emissions conversion factors and sources have been applied:
Overview Strategic Report Governance Financial Statements Other information (unaudited)
103
Country Emissions source
GHG emissions
factor perkWh
(kgCO
2
e) Emissions factor data source
Germany Electricity 2022 0.202 UBA, Emissionen des deutschen Stommix in den Jahren 1990 - 2022
Electricity 2023 0.201 UBA, Emissionen des deutschen Stommix in den Jahren 1990 - 2022
District Heating 2022 0.253 UBA, Emissionsbilanz erneuerbarer Energieträger Bestimmung der
vermiedenen Emissionen im Jahr 2021
District Heating 2023 0.265 UBA, Emissionsbilanz erneuerbarer Energieträger Bestimmung der
vermiedenen Emissionen im Jahr 2023
Fuel 2022 0.267 UBA, Emissionsbilanz erneuerbarer Energieträger Bestimmung der
vermiedenen Emissionen im Jahr 2021
Fuel 2023 No consumption
in 2023
UBA, Emissionsbilanz erneuerbarer Energieträger Bestimmung der
vermiedenen Emissionen im Jahr 2023
Gas 2022 0.202 UBA, Emissionsbilanz erneuerbarer Energieträger Bestimmung der
vermiedenen Emissionen im Jahr 2021
Gas 2023 0.201 UBA, Emissionsbilanz erneuerbarer Energieträger Bestimmung der
vermiedenen Emissionen im Jahr 2023
District Cooling 2022 0.253 UBA, Emissionsbilanz erneuerbarer Energieträger Bestimmung der
vermiedenen Emissionen im Jahr 2021
District Cooling 2023 0.265 UBA, Emissionsbilanz erneuerbarer Energieträger Bestimmung der
vermiedenen Emissionen im Jahr 2023
France Electricity 2022 0.038 ademe (base carbone® v19.0 )
Electricity 2023 0.034 ademe (base carbone® v23.0 )
Gas 2022 0.169 ademe (base carbone® v19.0 )
Gas 2023 0.181 ademe (base carbone® v19.0 )
District Heating 2022 0.385 légifrance, arrêté du 21 octobre 2021
District Heating 2023 0.385 légifrance, arrêté du 16 mars 2023
District Cooling 2022 0.120 légifrance, arrêté du 21 octobre 2021
District Cooling 2023 0.120 gifrance, arrêté du 16 mars 2023
Netherlands Electricity 2022 0.287 IEA (2022), World Energy Balance ; IEA (2022) GHG Emissions
fromEnergy
Electricity 2023 0.297 IEA (2023), World Energy Balance ; IEA (2023) GHG Emissions
fromEnergy
District Heating 2022 No consumption
in 2022
crrem (tool v2.05)
District Heating 2023 0.328 crrem (tool v2.05)
Gas 2022 0.185 ademe (base carbone® v19.0 )
Gas 2023 0.185 ademe (base carbone® v19.0 )
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
104
Other information (unaudited)
Energy Efficiency Actions
Environmental data management system and quarterly reporting
Environmental data for the Company is collated by sustainability consultants Deepki supported by their proprietary
data management system. Energy, water, waste and greenhouse gas emission data are collected and validated for all
assets where the portfolio has operational control.
Energy efficiency programme
The Investment Manager, together with sustainability consultants Deepki and property managers, looks to identify
anddeliver energy and greenhouse gas emissions reductions on a cost-effective basis. The programme involves reviewing
all managed assets within the Company and identifying and implementing improvement initiatives, where viable.
Theprocess is of continual review and improvement. Building audits have been undertaken to identify opportunities.
Recognising the need for the real estate industry to address its carbon impact The Investment Manager joined other
members of the Better Buildings Partnership (‘BBP’) in September 2019 to sign the BPP Climate Change Commitment
https://www.betterbuildingspartnership.co.uk/member-climate-commitment and in December 2020, published its
‘Pathway to Net Zero Carbon’ - which can be found here: https://mybrand.schroders.com/m/2ef4f538344102a5/
original/Schroder-Real-Estate-Net-Zero-Carbon-Pathway-December-2020_1621372_v-1.PDF.
Renewable electricity tariffs and carbon offsets
The Investment Manager has an objective to procure 100% renewable electricity for all landlord-controlled supplies
for which it has responsibility, which includes the assets of the Fund, by 2025. As at 31st December 2023, 81% of the
Fund’s landlord-controlled electricity was on renewable tariffs. No carbon offsets were purchased during the
reporting period.
Streamlined Energy and Carbon Report continued
Overview Strategic Report Governance Financial Statements Other information (unaudited)
105
Explanation of Special Business
THIS SECTION IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt about the action you should take, you should consult an independent financial adviser,
authorised under the Financial Services and Markets Act 2000. If you have sold or transferred all of your ordinary
shares in the Company, please forward this document with its accompanying form of proxy at once to the
purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was
effected, for onward transmission to the purchaser or transferee.
The Annual General Meeting (‘AGM’) of the Company will be held on Monday, 17 March 2025 at 12.00 p.m. at
1London Wall Place, London EC2Y 5AU. The formal Notice of AGM (‘Notice of AGM’) is set out on pages 107 to 112.
Thefollowing paragraphs explain the special business to be put to the AGM.
Special Business
Resolution 10 – Directors’ authority to allot ordinary shares (ordinary resolution) and
Resolution 11 – Power to disapply pre-emption rights (special resolution)
The Investment Manager believes that there are ongoing opportunities to generate attractive risk-adjusted returns
through investing in accordance with the Company’s investment policy.
In order to facilitate further equity raises to fund such investment opportunities, the Directors are seeking authority
toallot up to a specified number of ordinary shares for cash without first offering them to existing shareholders in
accordance with statutory pre-emption procedures.
Appropriate resolutions will be proposed at the forthcoming AGM and are set out in full in the Notice of AGM.
Anordinary resolution will be proposed to authorise the Directors to allot shares up to a maximum aggregate nominal
amount of £1,337,346.86 (being 10% of the issued share capital as at the date of the Notice of the AGM). A special
resolution will also be proposed to give the Directors authority to allot securities for cash on a non pre-emptive basis
up to a maximum aggregate nominal amount of £1,337,346.86 (being 10% of the Company’s issued share capital as
atthe date of the Notice of the AGM). This authority includes shares that the Company sells or transfers that have
been held in treasury. The Board has established guidelines for treasury shares and will only reissue shares held in
treasury at a price equal to or greater than the Company’s net asset value (inclusive of current year income) plus
anyapplicable costs.
The Directors do not intend to allot shares pursuant to these authorities other than to take advantage of opportunities
in the market as they arise and only if they believe it to be advantageous to the Companys existing shareholders to do
so and when it would not result in any dilution of NAV per share.
If approved, both of these authorities will expire at the conclusion of the AGM in 2026 unless renewed, varied or
revoked earlier.
Resolution 12 – Authority to make market purchases of the Companys own shares (special resolution)
At the AGM held on 18 March 2024, the Company was granted authority to make market purchases of up to 20,046,829
ordinary shares of 10 pence each for cancellation or holding in treasury. No ordinary shares have been bought back under
this authority and the Company therefore has remaining authority to purchase up to 20,046,829 ordinary shares.
Thisauthority will expire at the forthcoming AGM. The Directors believe it is in the best interests of the Company and
itsshareholders to have a general authority for the Company to buy back its ordinary shares in the market as they keep
under review the share price discount to net asset value and the purchase of ordinary shares. Aspecial resolution will
beproposed at the forthcoming AGM to give the Company authority to make market purchases of up to 14.99% of the
ordinary shares in issue as at the date of the Notice of AGM. The Directors will exercise this authority only if the Directors
consider that any purchase would be for the benefit of the Company and itsshareholders, taking into account relevant
factors and circumstances at the time. Any ordinary shares so purchased would be held in treasury. If renewed, the authority
to be given at the 2025 AGM will lapse at the conclusion of the AGM in 2026 unless renewed, varied or revoked earlier.
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
106
Other information (unaudited)
Resolution 13 – Notice period for general meetings (special resolution)
Resolution 13 set out in the Notice of AGM is a special resolution and will, if passed, allow the Company to hold
general meetings (other than annual general meetings) on a minimum notice period of 14 clear days, rather than
21clear days as required by the Companies Act 2006. The approval will be effective until the Company’s next AGM
tobe held in 2026. The Directors will only call general meetings on 14 clear days’ notice when they consider it to be in
the best interests of the Company’s shareholders and will only do so if the Company offers facilities for all shareholders
tovote by electronic means and when the matter needs to be dealt with expediently.
Recommendation
The Board considers that the resolutions relating to the above items of special business and the other items of business set
out in the Notice of AGM, including the re-election of Directors, are in the best interests of shareholders as a whole.
Accordingly, the Board unanimously recommends to shareholders that they vote in favour of the above resolutions and the
other resolutions to be proposed at the forthcoming AGM, as they intend to do in respect of their own beneficial holdings.
Sir Julian Berney Bt.
Chairman
5 December 2024
Explanation of Special Business continued
Overview Strategic Report Governance Financial Statements Other information (unaudited)
107
Notice of Annual General Meeting
Notice is hereby given that the AGM of Schroder European Real Estate Investment Trust plc will be held on
Monday, 17 March 2025 at 12.00 p.m. at 1 London Wall Place, London EC2Y 5AU to consider the following
resolutions of which resolutions 1 to 10 will be proposed as ordinary resolutions and resolutions 11 to 13 will
beproposed as special resolutions:
Ordinary Business
1. To receive the Report of the Directors and the audited accounts for the year ended 30 September 2024.
2. To approve the Directors’ Remuneration Policy.
3. To approve the Directors’ Remuneration Report for the year ended 30 September 2024.
4. To re-elect Sir Julian Berney Bt. as a Director of the Company.
5. To re-elect Mr Mark Beddy as a Director of the Company.
6. To re-elect Ms Elizabeth Edwards as a Director of the Company.
7. To re-appoint Ernst & Young LLP as Auditor to the Company.
8. To authorise the Directors to determine the remuneration of Ernst & Young LLP as Auditor to the Company.
9. To approve the Company’s dividend policy as set out on page 42 of the Annual Report and Accounts for the year
ended 30 September 2024.
Special Business
10. To consider and, if thought fit, pass the following resolution as an ordinary resolution:
‘That in substitution for all existing authorities the Directors be generally and unconditionally authorised pursuant
tosection 551 of the Companies Act 2006 (the ‘Act’) to exercise all the powers of the Company to allot relevant
securities (within the meaning of section 551 of the Act) up to an aggregate nominal amount of £1,337,346.86
(being 10% of the issued ordinary share capital, at the date of this Notice of AGM) for a period expiring (unless
previously renewed, varied or revoked by the Company in general meeting) at the conclusion of the next AGM
ofthe Company, but that the Company may make an offer or agreement which would or might require relevant
securities to be allotted after expiry of this authority and the Board may allot relevant securities in pursuance of
thatoffer or agreement.
11. To consider and, if thought fit, to pass the following resolution as a special resolution:
‘That, subject to and conditional on the passing of Resolution 10 set out above, the Directors be and are hereby
empowered, pursuant to sections 570 and 573 of the Act, to allot or sell equity securities (including any ordinary
shares held in treasury) (as defined in section 560(1) of the Act) pursuant to the authority given in accordance with
section 551 of the Act by Resolution 10 and/or where such allotment constitutes an allotment of equity securities
by virtue of section 560(2) of the Act as if section 561(1) of the Act did not apply to any such allotment, provided
that this power shall be limited to the allotment of equity securities up to an aggregate nominal amount of £1,337,346.86
(representing 10% of the aggregate nominal amount of the share capital in issue at the date of thisNotice of AGM); and
provided that this power shall expire at the conclusion of the next AGM of the Company butso that this power shall
enable the Company to make offers or agreements before such expiry which would ormight require equity
securities to be allotted after such expiry.
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
108
Other information (unaudited)
12. To consider and, if thought fit, to pass the following resolution as a special resolution:
That the Company be and is hereby generally and unconditionally authorised in accordance with section 701 of
the Act to make market purchases (within the meaning of section 693 of the Act) of ordinary shares of 10 pence
each in the capital of the Company (‘Shares’) at whatever discount the prevailing market price represents to the
prevailing net asset value per Share provided that:
a. The maximum number of Shares which may be purchased is 20,046,829, representing 14.99% of the Company’s
issued ordinary share capital as at the date of this Notice of AGM;
b. The maximum price (exclusive of expenses) which may be paid for a Share shall not exceed the higher of:
i. 105% of the average of the middle market quotations for the Shares as taken from the London Stock Exchange
Daily Official List for the five business days preceding the date of purchase; and
ii. the higher of the last independent bid and the highest current independent bid on the London Stock Exchange;
c. The minimum price (exclusive of expenses) which may be paid for a Share shall be 10 pence, being the nominal
value per Share;
d. This authority hereby conferred shall expire at the conclusion of the next AGM of the Company in 2026 (unless
previously renewed, varied or revoked by the Company prior to such date);
e. The Company may make a contract to purchase Shares under the authority hereby conferred which will or may
be executed wholly or partly after the expiration of such authority and may make a purchase of Shares pursuant
to any such contract; and
f. Any Shares so purchased will be cancelled or held in treasury.
13. To consider and, if thought fit, to pass the following resolution as a special resolution:
‘That a general meeting, other than an AGM, may be called on not less than 14 clear days’ notice.
By order of the Board
For and on behalf of
Schroder Investment Management Limited
Registered Number: 09382477
Registered Office: 1 London Wall Place, London EC2Y 5AU
5 December 2024
Notice of Annual General Meeting continued
Overview Strategic Report Governance Financial Statements Other information (unaudited)
109
Explanatory Notes to the Notice of Meeting
Information for shareholders on the UK register
1. Ordinary shareholders are entitled to attend and vote at the meeting and to appoint one or more proxies, who need
not be a shareholder, as their proxy to exercise all or any of their rights to attend, speak and vote on their behalf at
the meeting.
A proxy form is attached. If you wish to appoint a person other than the Chairman as your proxy, please insert the
name of your chosen proxy holder in the space provided at the top of the form. If the proxy is being appointed in
relation to less than your full voting entitlement, please enter in the box next to the proxy holder’s name the number
of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be
authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated
account for a shareholder, the full voting entitlement for that designated account). Additional proxy forms can be
obtained by contacting the Company’s Registrars, Equiniti Limited, on 0800 032 0641, or you may photocopy the
attached proxy form. Please indicate in the box next to the proxy holders name the number of shares in relation
towhich they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy
instruction is one of multiple instructions being given. Completion and return of a form of proxy will not preclude
amember from attending the AGM and voting in person.
On a vote by show of hands, every ordinary shareholder who is present in person has one vote and every duly
appointed proxy who is present has one vote. On a poll vote, every ordinary shareholder who is present in
personor by way of a proxy has one vote for every share of which he/she is a holder.
The ‘Vote Withheld’ option on the proxy form is provided to enable you to abstain on any particular resolution.
However it should be noted that a ‘Vote Withheld’ is not a vote in law and will not be counted in the calculation
ofthe proportion of the votes ‘For’ and ‘Againsta resolution.
A proxy form must be signed and dated by the shareholder or his or her attorney duly authorised in writing. In the
case of joint holdings, any one holder may sign this form. The vote of the senior joint holder who tenders a vote,
whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder and for this
purpose seniority will be determined by the order in which the names appear on the Register of Members in respect
of the joint holding. To be valid, proxy form(s) must be completed and returned to the Company’s Registrars, Equiniti
Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, in the enclosed envelope together with any
power of attorney or other authority under which it is signed or a copy of such authority certified notarially, to arrive
no later than 48 hours before the time fixed for the meeting, or an adjourned meeting. Shareholders may also
appoint a proxy to vote on the resolutions being put to the meeting electronically at www.shareview.co.uk using
their user ID and password. Once logged in click ‘View’ on the ‘My Investments’ page and click on the link to vote.
The on-screen instructions give details on how to complete the appointment process. If you have not yet registered
for a Shareview Portfolio, go to www.shareview.co.uk and enter the required information. It is important that you
register for a Shareview Portfolio to allow enough time to complete the registration and authentication processes.
Please note that to be valid, your proxy instructions must be received by Equiniti no later than 12.00 p.m. on
Thursday, 13 March 2025. If you have any difficulties with online voting, you should contact the shareholder
helpline on 0800 032 0641. If an ordinary shareholder submits more than one valid proxy appointment, the
appointment received last before the latest time for receipt of proxies will take precedence.
Shareholders may not use any electronic address provided either in this Notice of AGM or any related documents
to communicate with the Company for any purposes other than expressly stated.
Representatives of shareholders that are corporations will have to produce evidence of their proper appointment
when attending the AGM.
2. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006
to enjoy information rights (a ‘Nominated Person’) may, under an agreement between him or her and the shareholder
by whom he or she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy
forthe AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he or
shemay, under any such agreement, have a right to give instructions to the shareholder as to the exercise of
votingrights.
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
110
Other information (unaudited)
The statement of the rights of ordinary shareholders in relation to the appointment of proxies in note 1 above does
not apply to Nominated Persons. The rights described in that note can only be exercised by ordinary shareholders
of the Company.
3. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company has specified that only those
shareholders registered in the Register of members of the Company at 6.30 p.m. on Thursday, 13 March2025, or 6.30
p.m. two days prior to the date of an adjourned meeting, shall be entitled to attend and vote at the meeting in respect of
the number of shares registered in their name at that time. Changes to the Register of Members after 6.30 p.m. on
Thursday, 13 March 2025 shall be disregarded in determining the right of any person to attend and vote at the meeting.
4. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment
servicemay do so by using the procedures described in the CREST manual. The CREST manual can be viewed at
www.euroclear.com. A CREST message appointing a proxy (a ‘CREST proxy instruction’) regardless of whether
itconstitutes the appointment of a proxy or an amendment to the instruction previously given to a previously
appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID RA19)
bythe latest time for receipt of proxy appointments.
5. Institutional shareholders may be able to appoint a proxy or proxies 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 www.proxymity.io. Proxies must be lodged by 12.00 p.m. on Thursday, 13 March 2025 to
be considered valid. Before an institutional shareholder can appoint a proxy via this process, they will need to have
agreed to Proxymity’s associated terms and conditions. It is important that shareholders read the terms and
conditions carefully as shareholders will be bound by the terms and conditions and they will govern the
electronicappointment of the shareholders proxy.
6. Copies of the terms of appointment of the Non-Executive Directors and a statement of all transactions of each
Director and of his family interests in the shares of the Company, will be available for inspection by any member
ofthe Company at the registered office of the Company during normal business hours on any weekday (English
public holidays excepted) and at the AGM by any attendee, for at least 15 minutes prior to, and during, the AGM.
None of the Directors has a contract of service with the Company.
7. The biography of the Directors offering themselves for re-election is set out in the Company’s Annual Report and
Accounts for the year ended 30 September 2024.
8. As at 5 December 2024, 133,734,686 ordinary shares of 10 pence each were in issue (no shares were held in
treasury). Therefore the total number of voting rights of the Company as at 5 December 2024 was 133,734,686.
9. A copy of this Notice of AGM, which includes details of shareholder voting rights, together with any other
information as required under section 311A of the Companies Act 2006, is available from the Companys web page,
www.schroders.co.uk/sereit.
10. Pursuant to section 319A of the Companies Act 2006, the Company must cause to be answered at the AGM
anyquestion relating to the business being dealt with at the AGM which is put by a member attending the meeting,
except in certain circumstances, including if it is undesirable in the interests of the Company or the good order of
the meeting that the question be answered or if to do so would involve the disclosure of confidential information.
11. Members satisfying the thresholds in section 527 of the Companies Act 2006 can require the Company to publish
a statement on its website setting out any matter relating to: (a) the audit of the Company’s accounts (including the
Auditor’s Report and the conduct of the audit) which are to be laid before the AGM; or (b) any circumstances connected
with an auditor of the Company ceasing to hold office since the last AGM, that the members propose to raise at the
AGM. The Company cannot require the members requesting the publication to pay its expenses. Any statement
required to be placed on the website must also be sent to the Company’s Auditor no later than the time it makes its
statement available on the website. The business which may be dealt with at the AGM includes any statement that
the Company has been required to publish on its website.
Explanatory Notes to the Notice of Meeting continued
Overview Strategic Report Governance Financial Statements Other information (unaudited)
111
12. Any corporation which is a member can appoint one or more corporate representatives. Members can only
appoint more than one corporate representative where each corporate representative is appointed to exercise
rights attached to different shares. Members cannot appoint more than one corporate representative to exercise
the rights attached to the same share(s).
13. The Company’s privacy policy is available on its website. Shareholders can contact Equiniti for details of how
Equiniti processes their personal information as part of the AGM.
Information for shareholders on the South Africa register
Certificated shareholders and own-name registered dematerialised shareholders
1. Each shareholder is entitled to appoint one or more proxies (none of whom need be a shareholder of the Company)
to attend, speak, vote or abstain from voting in place of that shareholder at the AGM of shareholders.
2. A shareholder may insert the name of a proxy or the names of two alternative proxies of the shareholders choice
inthe space/s provided, with or without deleting ‘the Chairman of the Meeting,but any such deletion must be
initialled by the shareholder. The person whose name stands first on the form of proxy and who is present at the
AGM of shareholders will be entitled to act as proxy to the exclusion of those whose names follow.
3. Forms of proxy must be lodged with or posted to the transfer secretaries, Computershare Investor Services (Pty)
Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196 (Private Bag X9000, Saxonwold 2132, South
Africa), faxed to +27 11 688 5238 or emailed to proxy@computershare.co.za to be received by no later than 2.00 p.m.
(Johannesburg time) on Thursday, 13 March 2025.
4. The completion and lodging of a form of proxy will not preclude the shareholder from attending the AGM and
speaking and voting in person to the exclusion of any proxy appointed in terms hereof, should such shareholder
wish to do so.
5. If the signatory does not indicate in the appropriate place on the face of the proxy how he/she wishes to vote in
respect of any resolutions, his/her proxy shall be entitled to vote as he/she deems fit in respect of that resolution.
The Chairman intends to vote all available undirected proxies in favour of all resolutions.
6. The Chairman of the Meeting shall be entitled to decline to accept the authority of a person signing this form
ofproxy:
– under a power of attorney; or
– on behalf of a company;
unless the power of attorney or authority is deposited at the office of the Company’s transfer secretaries, not less
than 48 hours before the time appointed for the holding of the AGM.
7. The Chairman of the Meeting may reject or accept any form of proxy, which is completed and/or received other
than in accordance with these notes, provided that the Chairman is satisfied as to the manner in which the
shareholder concerned wishes to vote.
8. Subject to note 2 above, a deletion of any printed matter and the completion of any blank spaces on the form of
proxy need not be signed or initialled. Any alterations must be signed, not initialled.
9. If the shareholding is not indicated on the form of proxy, the proxy will be deemed to be authorised to vote the total
shareholding registered in the shareholders name.
10. A vote given in terms of an instrument of proxy shall be valid in relation to the AGM, notwithstanding the death of
the person granting it, or the revocation of the proxy, or the transfer of the shares in the Company in respect of
which the vote is given, unless an intimation in writing of such death, revocation or transfer is received by the
transfer secretaries no less than 48 hours before the commencement of the AGM.
11. Documentary evidence establishing the authority of a person signing the form of proxy in a representative capacity
(e.g. for a company, close corporation, trust, pension fund, deceased estate, etc.) must be attached to the form of
proxy unless previously recorded by the Company or its transfer secretaries or waived by the Chairman of
theMeeting.
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
112
Other information (unaudited)
12. Where a form of proxy is signed under power of attorney, such power of attorney must accompany this form of
proxy, unless it has previously been registered with the Company or the transfer secretaries.
13. Where there are joint holders of shares and if more than one such joint holder is present or represented thereat,
then the person whose name appears first in the register of such shares or his/her proxy, as the case may be, shall
alone be entitled to vote in respect thereof.
14. Where shares are held jointly, all joint holders are required to sign.
15. A minor must be assisted by his/her parent or guardian, unless the relevant documents establishing his/her legal
capacity are produced or have been registered by the transfer secretaries of the Company.
Dematerialised shareholders who have not selected ‘own-name’ registrations
16. Dematerialised shareholders who have not selected ‘own-name’ registration and who wish to attend the AGM or
tovote by way of proxy, must advise their central securities depositary (‘CSD’) Participant or broker who will issue
the necessary letter of representation in writing, for a dematerialised shareholder or proxy to do so. Dematerialised
shareholders who have not selected ‘own-name’ registration, who are unable to attend the AGM and who wish to
vote there at must provide their CSD Participant or broker with their voting instructions in terms of the custody
agreement entered into between such shareholder and their CSD Participant or broker in the manner and time
stipulated therein.
Explanatory Notes to the Notice of Meeting continued
Overview Strategic Report Governance Financial Statements Other information (unaudited)
113
Shareholder Information
Web pages and share price information
The Company has dedicated web pages, which may be found at: www.schroders.co.uk/sereit. The web pages have
been designed to be utilised as the Companys primary method of electronic communication with shareholders.
Theycontain details of the Company’s ordinary share price and copies of Annual Report and Accounts and other
documents published by the Company as well as information on the Directors, terms of reference of Committees
andother governance arrangements. In addition, the web pages contain links to announcements made by the
Company to the market, Equiniti’s shareview service and Schroders’ website. There is also a section entitled
HowtoInvest.
Share price information may be found in the Financial Times and on the Companys web pages.
Association of Investment Companies
The Company is a member of the Association of Investment Companies. Further information on the Association can
be found on its website: www.theaic.co.uk.
ISA status
The Company’s shares are eligible for stocks and shares ISAs.
Non-mainstream pooled investments status
The Company currently conducts its affairs so that its shares can be recommended by IFAs to ordinary retail investors
in accordance with the FCAs rules in relation to non-mainstream investment products and intends to continue to do so
for the foreseeable future. The Company’s shares are excluded from the FCA’s restrictions which apply to non-mainstream
investment products because they are shares in an investment trust.
Alternative Investment Fund Managers Directive (AIFMD’) disclosures
The AIFMD, as transposed into the FCA Handbook in the UK, requires that certain pre-investment information be
made available to investors in Alternative Investment Funds (such as the Company) and also that certain regular and
periodic disclosures are made. This information and these disclosures may be found either below, elsewhere in this
Annual Report, or in the Company’s AIFMD information disclosure document published on the Company’s web pages.
Remuneration disclosures
The information required under the AIFMD to be made available to investors in the Company on request in respect of
remuneration paid by the AIFM to its staff, and, where relevant, carried interest paid by the Company, can be found on
the Company’s web pages.
Publication of Key Information Document (‘KID’) by the AIFM
Pursuant to the Packaged Retail Investment and Insurance-based Products (‘PRIIPs’) Regulation, the Investment Manager, as
the Company’s AIFM, is required to publish a short KID on the Company. KIDs are designed to provide certain prescribed
information to retail investors, including details of potential returns under different performance scenarios and a risk/reward
indicator. The Companys KID is available on its web pages. The calculation of figures and performance scenarios contained
in the KID have been neither set nor endorsed by the Board.
Schroder European Real Estate Investment Trust plc
Annual Report and Consolidated Financial Statements for the year ended 30 September 2024
114
Other information (unaudited)
Admission means the admission of the Company’s ordinary shares to the premium segment of the Official List, to
trading on the LSE’s main market for listed securities, and to trading on the main board of the JSE on
9 December 2015.
AGM means the Annual General Meeting of the Company.
Articles means the Company’s Articles of Association, as amended from time to time.
BREEAM In-use the BREEAM In-use standard provides a framework to enable property investors, owners, managers
and occupiers to make sustainable improvements to their assets. This standard helps to improve the
performance of buildings that are already in use, with support for benchmarking, assurance and
validation of operational asset data.
Companies Act means the Companies Act 2006, as amended.
Company is Schroder European Real Estate Investment Trust plc.
Directors means the Directors of the Company as at the date of this document and their successors and
Director means any one ofthem.
Disclosure Guidance
andTransparency Rules
means the disclosure guidance and transparency rules made by the FCA under Part VII of the UK
Financial Services and Markets Act 2000, as amended.
Earnings per share (‘EPS’) is the profit after taxation divided by the weighted average number of shares in issue during the period.
Diluted and Adjusted EPS per share are derived as set out under NAV.
ESG scorecard Schroders Capital ESG Scorecard is a proprietary tool developed by the real estate sustainability team
and has been externally validated by a third party. It scores assets between 1 to 5 (5 being best) based
on 11 key thematic weighted areas. The weightings of topics addressed in the scorecard have been
determined based on a combination of the perceived materiality of the relevant ESG factors to the
Investment Manager’s overall real estate investment portfolio and the Investment Manager’s ability to
influence the relevant aspects. The latter consideration is given less prominence as the goal is to score
anasset as objectively as possible to develop a comprehensive understanding of overall ESG risks and
opportunities. The ESG Scorecard therefore represents the Manager’s assessment of sustainability
related risk and opportunity of physical real estate assets.
Estimated rental value (‘ERV’) is the Group’s external valuers’ reasonable opinion as to the open market rent which, on the date of
valuation, could reasonably be expected to be obtained on a new letting or rent review of a property.
EPRA is the European Public Real Estate Association.
EPRA earnings represents the net income generated from the operational activities of the Group. It excludes all
capital components not relevant to the underlying net income performance of the portfolio, such as
the realised and unrealised fairvalue gains or losses on investment properties, and debt instruments,
and unrealised gains or losses on currency translation.
FCA is the UK Financial Conduct Authority.
Gearing is the Group’s net debt as a percentage of net assets.
Global Real Estate
Sustainability
Benchmark(‘GRESB’)
GRESB is a mission-driven and investor-led organisation that provides actionable and transparent
environmental, social and governance (‘ESG’) data to financial markets. GRESB provides a consistent
framework to measure the ESG performance of real estate companies and funds.
Group is the Company and its subsidiaries.
Initial yield is the annualised net rents generated by the portfolio expressed as a percentage of the
portfoliovaluation.
Interest cover is the number of times Group net interest payable is covered by Group net rental income.
IPO is the initial placing and offer made pursuant to a prospectus dated 11 November 2015.
JSE is JSE Limited.
Loan to value (‘LTV’) is a ratio which expresses the gearing on an asset or within a company or group by dividing the
outstanding loan amount by the value of the assets on which the loan is secured.
LSE is the London Stock Exchange.
Net Asset Value (‘NAV’) is the total assets’ value minus total liabilities.
NAV total return is calculated taking into account the timing of dividends, share buybacks and issuance.
Net rental income is the rental income receivable in the period after payment of ground rents and net propertyoutgoings.
Passing rent is the annual rental income currently receivable on a property as at the balance sheet date. This
excludes rental income for rent free periods currently in operation and service charge income.
UK Listing Rules means the listing rules made by the FCA under Part VII of the UK Financial Services and Markets Act
2000, as amended.
WAULT is the weighted average unexpired lease term. This is the average time remaining to the next lease
break date or lease expirydate.
Glossary
CBP028367
Directors
Sir Julian Berney Bt.
Mark Beddy
Elizabeth Edwards
Mark Patterson
Investment Manager
Schroder Real Estate Investment Management Limited
1 London Wall Place
London EC2Y 5AU
Registered Office
1 London Wall Place
London EC2Y 5AU
Company Secretary
Schroder Investment Management Limited
1 London Wall Place
London EC2Y 5AU
Solicitors to the Company
Stephenson Harwood LLP
1 Finsbury Circus
London EC2M 7SH
Independent Auditor
Ernst & Young LLP
25 Churchill Place
London E14 5EY
Property Valuers
Knight Frank LLP
55 Baker Street
London W1U 8AN
Corporate Information
Printed by a Carbon Neutral Operation (certified: CarbonQuota) under the
PAS2060 standard.
Printed on material from well-managed, FSC
certified forests and other
controlled sources. This publication was printed by an FSC
certified
printerthat holds an ISO 14001 certification.
100% of the inks used are HP Indigo ElectroInk which complies with RoHS
legislation and meets the chemical requirements of the Nordic Ecolabel
(Nordic Swan) for printing companies, 95% of press chemicals are recycled
for further use and, on average 99% of any waste associated with this
production will be recycled and the remaining 1% used to generate energy.
The paper is Carbon Balanced with World Land Trust, an international
conservation charity, who offset carbon emissions through the purchase
andpreservation of high conservation value land. Through protecting
standing forests, under threat of clearance, carbon is locked-in, that would
otherwise be released.
Dealing Codes
ISIN: GB00BY7R8K77
SEDOL: BY7R8K7
Ticker (LSE): SERE
Ticker (JSE): SCD
Global Intermediary Identification Number (‘GIIN’):
SU6VCJ.99999.SL.826
Legal Entity Identifier (‘LEI’):
549300BHT1Z8NI4RLD52
JSE Sponsor
PSG Capital (Pty) Limited
1st Floor, Ou Kollege Building
35 Kerk Street
Stellenbosch 7600
Corporate Broker – UK
Panmure Gordon (UK) Limited
1 New Change
London EC4M 9AF
Transfer Secretary
Computershare Investor Services (Pty) Limited
Private Bag X9000
Saxonwold 2132
South Africa
Registrar
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
Shareholder Helpline:
0800 032 0641
1
Website: www.shareview.co.uk
1 Calls to this number are free of charge from UK landlines.
Communications with shareholders are mailed to the
address held on the register. Any notifications and
enquiries relating to shareholdings, including a change
ofaddress or other amendment should be directed to
Equiniti Limited at the address above.
Schroder Real Estate Investment
Management Limited
1 London Wall Place
London EC2Y 5AU
United Kingdom
Tel: +44 (0)20 7658 6000