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Urban Logistics REIT plc
ANNUAL REPORT
AND ACCOUNTS 2024
PROVING
RESILIENCE
URBAN LOGISTICS REIT PLCAnnual Report and Accounts 2024
OUR PURPOSE CONTENTS
TO ACQUIRE AND MANAGE HIGH-QUALITY,
SINGLE-LET LOGISTICS ASSETS
TO GENERATE BOTH INCOME AND CAPITAL
GROWTH FOR OUR SHAREHOLDERS
OUR VISION
TO BE THE LEADING PROVIDER OF
UK URBAN LOGISTICS
WAREHOUSING
STRATEGIC REPORT
PAGES 1 TO 49
At a Glance 1
Our Year 2
Investment Case 4
Chairman’s Statement 5
Q&A with the Investment Adviser 7
Business Model 9
Investment Adviser’s Report 10
Chief Executive Officer Review 10
Market Report and Portfolio Report 12
Asset Management Report 19
Financial Report 24
Sustainability Report 28
TCFD Report 33
S172 Statement and Stakeholder
Engagement 40
Key Performance Indicators 44
Principal Risks and Uncertainties 45
Viability Statement 49
GOVERNANCE
PAGES 50 TO 79
Board of Directors 50
Corporate Governance Statement 52
Nomination Committee Report 62
Audit Committee Report 65
Environmental, Social and Governance
(“ESG”) Committee Report 68
Management Engagement Committee
Report 70
Directors’ Remuneration Report 72
Directors’ Report 76
Directors’ Responsibility Statement 79
FINANCIAL STATEMENTS
PAGES 80 TO 113
Independent Auditor’s Report 80
Consolidated Statement of
Comprehensive Income 86
Consolidated Statement of Financial
Position 87
Company Statement of Financial Position 88
Consolidated Statement of Cash Flows 89
Company Statement of Cash Flows 90
Consolidated Statement of Changes
in Equity 91
Company Statement of Changes in Equity 92
Notes to the Financial Statements 93
ADDITIONAL INFORMATION
PAGES 114 TO 132
Supplementary Information 114
Investment Policy 128
Glossary of Terms 129
Company Information 131
Financial Information 132
AT A GLANCE
OUR UNDERLYING BELIEF, AT IPO AND TODAY, IS THAT
HIGH‑QUALITY, SINGLE‑LET LOGISTICS PROPERTIES
REPRESENT THE MOST INTERESTING SUB‑SECTOR OF
THE INDUSTRIAL AND LOGISTICSMARKET.
Our commitment to shareholders is to acquire well‑located assets with the correct
specification for occupiers, typically at below replacement cost. Our focus on tenant
covenants, in sectors which have been less volatile historically, has served us well.
See more on page 19.
Our investment thesis Our portfolio
A pure play on Urban Logistics
FTSE 250 UK REIT quoted on the
premium segment of the Main Market of
the London Stock Exchange
Only London‑listed REIT with a focus
onsingle‑let, mid‑box logistics assets
with a sweet spot of between
20,000‑200,000 sq ft
Diversified
tenant base
Portfolio by
location
Midlands|37%
South East|29%
North East|10%
North West|12%
South West|6%
Scotland|6%
Wales|0%
Theo Muller Group|5.1%
DHL|4.9%
Unipart Group|3.6%
Delice De France Limited|3.2%
CEVA Logistics Ltd|3.0%
XPO|2.9%
Kinaxia Group|2.8%
Fidens Studios Limited|2.7%
DX|2.6%
Giant Booker Ltd|2.5%
Other tenants
1
|66.7%
1. Top ten tenants cover 33.3% of
contracted rent. The remaining
66.6% is made up of 110 tenants.
Active asset management provides
income and total return
Ambitious but deliverable targets to
deliver on ESG priorities of shareholders
andtenants
Assets located in key urban “last touch”
and “last mile” locations
Investment Adviser with decades of
experience in this sector, and a strong
Board providing oversight
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
URBAN LOGISTICS REIT PLC |Annual Report and Accounts 2024
1
OUR YEAR
Stable portfolio valuation
and strong operational
asset management
performance underpin
robust financials.
OPERATIONAL HIGHLIGHTS
PORTFOLIO VALUATION
£1,100m (0.6%)
2023: £1,107m
£1,015m2022:
LEASE EVENTS SIGNED
35
2023: 42
252022:
% OF THE PORTFOLIO EPC A-B
60%
2023: 52%
27%2022:
CONTRACTED RENT
£61.9m +4.0%
2023: £59.5m
£47.3m2022:
SIGNED RENTAL UPLIFT
£3.0m
2023: £6.1m
£6.4m2022:
ESTIMATED RENTAL VALUE (“ERV”)
£74.8m +0.8%
2023: £74.2m
£54.5m2022:
LFL VALUATION CHANGE
(0.3%)
2023: (9.8%)
25.4%2022:
LFL RENTAL INCREASES
19%
2023: 34%
16%2022:
EPRA VACANCY RATE
5.8%
2023: 7.4%
6.9%2022:
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
URBAN LOGISTICS REIT PLC |Annual Report and Accounts 2024
2
OUR YEAR CONTINUED
FINANCIAL HIGHLIGHTS
NET RENTAL INCOME
£57.4m +8.4%
2023: £53.0m
£36.5m2022:
DIVIDEND PER SHARE
7.60p
2023: 7.60p
7.60p2022:
TOTAL ACCOUNTING RETURN
2
3.3%
2023: (9.9%)
28.9%2022:
IFRS PROFIT BEFORE TAX
£24.7m
2023: £(82.7)m
£171.8m2022:
IFRS NET ASSETS
£758.6m (1.5%)
2023: £769.8m
£892.6m2022:
TOTAL COST RATIO
2
18.9%
2023: 21.2%
21.8%2022:
ADJUSTED EPS
1
6.89p
2023: 6.93p
6.71p2022:
EPRA NTA PER SHARE
2
160.27p
2023: 162.44p
188.78p2022:
1. A full reconciliation between IFRS profit and adjusted earnings can be found in note 13 of the Financial Statements.
2. A reconciliation of other financial information can be found in the supplementary information on pages 124 to 127.
IFRS EPS
5.24p
2023:
(17. 51)p
48.86p2022:
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
URBAN LOGISTICS REIT PLC |Annual Report and Accounts 2024
3
INVESTMENT CASE
Generating an industry-leading return in this market requires active asset management.
BUILDING A
VALUABLE PORTFOLIO
The Company’s specialist focus on last
mile, single-let logistics properties
exploits a unique value opportunity in
this real estate sector, underpinned by
companies building resilience into their
supply chains.
Our portfolio has shown resilience in
terms of valuations, with LFL valuations
down just 0.3%, the portfolio has
considerable room for growth, with an
equivalent yield of 6.3% and a reversion
to ERV of 21%.
ACTIVE ASSET
MANAGEMENT
We are a value-add proposition, buying
properties to which we can apply our
asset management expertise; improving
lease length and rental rates, as well as
the underlying fabric of buildings. This
allows us to add value to our portfolio at
the asset level at all stages in the
property cycle, driving returns for
shareholders.
We have completed 35 lease events
inthe year, including 11 new lettings.
Ourasset management activity has
generated an additional £3.0 million in
rental income, with LFL rental increases
of 19%.
EXPERIENCED
MANAGEMENT TEAM
Urban Logistics benefits from a
high-quality investment team,
complemented by an experienced and
knowledgeable Board. The experience of
our advisory team allows us to reliably
execute our strategy.
Advisory team fully committed to the
REIT, with a new agreement in place
from May 2023.
CONSERVATIVE
CAPITAL STRUCTURE
Underpinning these significant
advantages, the business benefits from
aconservative capital structure
appropriate to its asset base and the
economic climate, with a measured
approach to the use of debt.
We target a medium-term net LTV
position of between 30-40%. Our interest
expense at the year end is 97% fixed or
hedged to term, providing certainty
against a significant portion of our
debtcost.
Reversion within the portfolio
21%
Signed rental uplift
£3.0m
Advisory contract extended to
2027
Net LTV
29.3%
SEE MORE ON PAGE 12 SEE MORE ON PAGE 19 SEE MORE ON PAGE 11 SEE MORE ON PAGE 27
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
URBAN LOGISTICS REIT PLC |Annual Report and Accounts 2024
4
CHAIRMAN’S STATEMENT
Nigel Rich CBE
Chairman
AN OPERATIONALLY STRONG
YEAR SETS US UP WELL FOR
THE FUTURE.
Overview
2023 was characterised by geopolitical
conflicts, high inflation and interest rates at
higher relative levels. These factors led to UK
property shares across the sector trading at
substantial discounts. This made it almost
impossible to raise money in the market.
Thepresumption was that income could be
affected by tenant failures and rising costs,
in particular rising interest rates, resulting in
potentially uncovered dividends. The
industrial sector, and in particular a company
like Urban Logistics associated with logistics
providers as tenants, was largely unaffected
by these issues. Vacancy has remained low,
and asset management initiatives, including
improving the environmental ratings of our
properties, have led to improved lease terms.
The valuation of the portfolio is only
marginally down on last year. Through
hedging and fixing our interest, costs have
remained at a manageable level. This means
we have been able to maintain our dividend,
albeit it is marginally uncovered.
Financials
Our net rental income grew to £57.4 million,
up from £53.0 million last year, driven primarily
by a full year of income from assets acquired in
the previous year, as well as our significant
asset management activity. Adjusted earnings
remained broadly flat at £32.5 million,
marginally down from the previous period of
£32.7 million, despite higher interest costs
from a full year of interest from debt drawn in
the prior period, as well as higher interest
rates. On a per share basis, this translates to
EPRA adjusted earnings of 6.89 pence, down
from 6.93 pence in the prior year.
A resilient portfolio valuation has led to a
stable EPRA NTA per share at 31 March 2024
of160.27 pence, as compared to 162.44pence
twelve months earlier, and our LTV is below
our target range of 30‑40%, sitting as it is
at29.3%.
Growth and consolidation
Since incorporation, we have always seen the
benefit of growing the Company, to allow us
to apply our asset management expertise to
an increasing portfolio of assets, and drive
returns for shareholders. While we have done
this traditionally through equity raises, in the
current market conditions this has not been
possible or in the best interest of shareholders.
For that reason in September 2023 we
performed a review of potential M&A targets,
and subsequently made an indicative offer to
abrdn Property Income Trust (“API”) in
February 2024, with the intention of acquiring
its portfolio of logistics assets for their asset
management potential. Our intention was to
leave the non‑core assets to be wound up by
the API management team, and only take
assets that fitted our investment criteria.
Weengaged with the API Board and advisers,
as well as our own shareholders, but in March
the API shareholders chose to pursue a
managed wind down of the entire fund.
Throughout the process we focused on the
interests of our shareholders, and were very
clear there was no intention of overpaying for
these assets.
Dividends
A first interim dividend of 3.25 pence per
share was paid to shareholders in December
2023. A second interim dividend of 4.35 pence
per share will be paid on 19 July 2024 to
shareholders on the register at the close of
business on 28 June 2024. Total dividends
declared amount to 7.60 pence per share,
against adjusted earnings of 6.89 pence per
share. The dividends are not covered by
earnings in the year; however, the total
shortfall, of 0.71 pence per share, amounts to
£3.4 million, an amount we are comfortable to
cover from ample reserves, given our
prospects for future earnings growth.
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
URBAN LOGISTICS REIT PLC |Annual Report and Accounts 2024
5
CHAIRMAN’S STATEMENT CONTINUED
Management
The agreement appointing Logistics Asset
Management LLP as the Investment Adviser
was signed with effect from 12 May 2023, as
discussed in last year’s report. The notice
and period for the original agreement finally
expired in May 2024, from when the new
improved terms with the Investment Adviser
take effect. The Pacific Investments Group
(“Pacific”) has played no part in our affairs
since May of last year and their beneficial
interest in the advisory contract has now
ended.
During the year, the Investment Adviser’s
management team has been strengthened
with some new appointments in operations
and finance. The Board is confident that the
Investment Adviser, led by Richard Moffitt,
will continue to drive the Company forward
in the best interest of shareholders.
Board
In May 2023, Mark Johnson resigned as a
Director, following the withdrawal of Pacific
from the management contract. Jonathan
Gray also resigned on appointment as
Chairman of the Investment Adviser, and
Heather Hancock replaced Jonathan as
Senior Independent Director.
On 1 May 2023, Lynda Heywood joined the
Board and will take over as Chairwoman of
the Audit and Risk Committee from Bruce
Anderson, following the release of the
half‑year results in November 2024. Bruce
will remain on the Board for a period
thereafter, to provide some continuity given
other changes taking place. On 1 July 2024,
Cherine Aboulzelof will join the Board.
Cherine brings significant expertise to the
Board, having managed real estate funds,
assets and portfolios for several large real
estate investment managers.
I am grateful to all our Directors, past and
present, for their commitment to the
Company.
Outlook for the year ahead
With inflation falling and interest rates very
likely to reduce through the current year,
opportunities for Urban Logistics should
emerge once again, and we are well placed
to take advantage of them. We are
considering increasing our LTV towards the
lower end of our stated range in order to
acquire properties with suitable asset
management opportunities. At the same
time, we will proactively recycle those assets
where we have maximised returns.
The portfolio has performed well through
the property cycle, and we are well set to
grow earnings, allowing us to maintain and
ultimately grow the dividend. We continue
to believe that our shares trade at a value
which does not reflect either the demand for
the underlying real estate or the operational
performance of the Company, and believe
there is significant upside to be captured in
the years ahead.
Nigel Rich CBE
Chairman
19 June 2024
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
6
URBAN LOGISTICS REIT PLC |Annual Report and Accounts 2024
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
URBAN LOGISTICS REIT PLC |Annual Report and Accounts 2024
7
Q&A WITH THE INVESTMENT ADVISER
Q
How would you summarise
Urban Logistics’
performance during the
period?
A
Given the highly challenging economic
circumstances during the financial
year, the Company has put in a very
resilient performance. The dislocation
in the capital markets has limited the
amount of asset recycling we have
been able to do. On this stable
portfolio, rental income has increased
through asset management,
demonstrating our ability to protect
shareholder returns through
enhancing the attractiveness of the
Company’s assets.
On the valuation side, the portfolio
hasremained stable, despite the
significant economic headwinds, with
a 0.3% like‑for‑like valuation reduction,
while ERVs have grown £1.8 million, or
2.5%, on a like‑for‑like basis. These
figures reflect both the high quality of
the underlying portfolio the Company
has built, and the growth that we have
driven through our strategy.
The year end vacancy is 5.8%; with one
lease under offer, and further asset
management underway, this
represents an opportunity to increase
net rental income and earnings.
A STRONG
PERFORMANCE
IN A DISLOCATED
YEAR.
Q
You say that the capital
markets have been
dislocated, could you give
a little more colour on
that, and how it has
affected your strategy?
A
The higher interest rate environment
has made it hard to price industrial
assets, and this can be seen in the
significantly reduced transaction
volumes across the property sector,
compared to previous years. As an
active asset manager, the Company
aims each year to recycle a portion of
the portfolio, where we have reduced
yields and optimised the value through
leasing activity and active asset
management.
We only want the Company to sell
assets if we are confident that we can
get optimal value for shareholders
from the transaction, and for this
reason we have delayed some of the
recycling programme. Post period end,
a further asset was sold for £3.8 million
at a NIY of 5.4%, and we are confident
of completing further transactions over
the rest of the coming financial year.
Q
Urban Logistics has a
refinance coming up in
August 2025. Given the
rates environment, what
are the timings of that
refinance, and what would
the expectations be of
earnings impact?
A
Because of the strong fundamentals of
our market, the Company is in the
fortunate position of being a very
attractive partner to lenders, with
whom we have excellent relationships.
We have a number of options on the
table for the refinance, and work is well
advanced to complete that before the
publication of the September interim
results, with reduced margins. The
Company has hedging in place until
August 2025.
Richard Moffitt
Chief Executive Officer of the
Investment Adviser
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
URBAN LOGISTICS REIT PLC |Annual Report and Accounts 2024
8
Q&A WITH THE INVESTMENT ADVISER CONTINUED
Q
Towards the end of
theyear you made a bidfor
abrdn Property Income
Trust, but then pulled out.
Whydid the Company
pursue this, given it is a
diversified portfolio?
A
In the past the Company has grown
through equity raises. In the current
environment that is not possible, and
so with the Board we explored an all
share offer for API, with the preferred
structure being one where the
Company took on the logistics
assetsonly.
This was very much a property‑led deal
– the API portfolio had some very
attractive assets which would fit well
within the wider Urban Logistics
portfolio, with a number of single‑let,
mid‑sized logistics warehouses which
presented substantial opportunities for
us to enhance value through active
asset management.
The Company therefore engaged with
the API Board about a potential
acquisition. The API Board however
opted to put a deal with Custodian
REIT to a vote, which their shareholders
ultimately rejected. API has since
entered a managed wind down
process. £0.7 million of exceptional
costs were incurred in this process.
Q
In more general terms,
there has been significant
consolidation in the REIT
market – how does this
affect Urban Logistics,
andwill we see the
Company involved in
moreM&A activity?
A
We will always remain a specialist REIT,
focused on last mile, single‑let,
mid‑box logistics units. That is where
our expertise lies; it is a sub‑sector that
is growing, and it is where we see the
most opportunity to drive capital and
earnings growth for our shareholders.
As you would expect, we will continue
to look at portfolios that meet our
criteria, but we will always remain
focused on our specialist strategy
–ithas delivered exceptional value for
shareholders thus far and we believe it
will continue to do so in the future.
Q
At the start of the year
theCompany entered
intonew management
arrangements, how will
that affect shareholders?
A
Early in the year the Board and
shareholders approved some changes
to the contractual relationships within
the management arrangements –
including Logistics Asset Management
LLP taking on the role of Investment
Adviser.
The result of these changes is to ensure
the senior leadership, which I lead,
with Jamie Waldegrave as CFO/COO,
Justin Upton as CIO and Christopher
Turner as Property Director, as well as
the team behind them, remain
committed to Urban Logistics REIT plc
and will stay in place until 2027
–providing stability and certainty.
Q
What’s the outlook forthe
coming financialyear?
A
The macro environment is more stable,
and valuations are also stabilising.
Whilst we expect rate cuts, which
would be welcome to the commercial
real estate sector, our model is not
predicated on it and we can continue
to deliver value regardless of the
timing of any cuts. More important for
us is the fact that the fundamentals
which drive the market are strong and
consistent: the UK economy’s ongoing
structural trend towards last mile
logistics, which will drive higher rental
rates for Urban Logistics’ properties as
demand continues to outpace supply.
These factors will enable us this year to
really focus on driving earnings growth
and cash flow from sourcing smart
asset acquisitions and undertaking
active management, optimising value
for the Company’s shareholders.
UNDERPINNED BY OUR CULTURE
Income return
4.8%
Average annual dividend
income since IPO
Our purpose
TO ACQUIRE AND
MANAGE HIGH‑QUALITY,
SINGLE‑LET LOGISTICS
ASSETS AND GENERATE
BOTH INCOME AND
CAPITAL GROWTH FOR
OURSHAREHOLDERS.
Our vision
TO BE THE LEADING
PROVIDER OF UK
URBANLOGISTICS
WAREHOUSING.
Total accounting return
11.4%
Average return per annum since IPO
EPRA NTA growth
6.7%
Average annual growth since IPO
ESG improvements
60%
EPC ratings: A-B
1
BUY
WELL
MANAGE
WELL
REALISE
VALUE
157 acquisitions
since IPO
Our acquisitions
are typically off
market
150 lease events
since IPO
35 lease events
completed this
year, with a LFL
rental uplift of 19%
£87m of disposals
since IPO
Two disposals in
the year, 3% above
net book value
SEE MORE ON PAGE 19 SEE MORE ON PAGE 17
Strategic decision-making, diligentinvestigation, close relationships withstakeholders
andanapproach focusedon sustainable performance.
BUSINESS MODEL
WHAT DRIVES US DELIVERING VALUE FOR OUR STAKEHOLDERSHOW WE ADD VALUE
1. EPC ratings at 31 March 2024, by floor area.
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
URBAN LOGISTICS REIT PLC |Annual Report and Accounts 2024
9
INVESTMENT ADVISER’S REPORT
CHIEF EXECUTIVE
OFFICER REVIEW
Overview
The year to 31 March 2024 reinforces our
core thesis: to deliver returns to shareholders
you need to add value through active asset
management, rather than relying on the
macro‑economic conditions to provide yield
compression.
At the start of the year, many in the market
anticipated rate cuts in the year; instead,
under the Bank of England’s ‘higher for
longer’ philosophy, rates end the year at
5.25%, up from 4.25% on 31 March 2023.
Ourown valuation has remained remarkably
stable, with a reduction in the portfolio on
alike‑for‑like basis of just 0.3%.
Performance has been driven by two
principal factors. The first is asset selection
– ensuring the Company invests in properties
that are at the right price, in the right location,
and that meet the needs of occupiers. The
second is our asset management expertise –
increasing rental rates, lengthening leases
and improving tenant covenants; all actions
which add value to properties at any point
inthe macrocycle.
Performance
The year has been a year of two halves in
terms of performance.
The first half of the year was characterised
byuncertainty, as occupiers adopted a ‘wait
and see’ approach, making asset
management harder. This changed by the
end of the second half of the year as tenants
and potential tenants could see a route
through to ‘business as usual’. This shift can
be seen in the asset management
performance. Deals signed in the first half of
the year had a 10% like‑for‑like increase, as
opposed to a 27% increase for those signed
in the second half of the year.
This activity, weighted as it was to the
second half of the year, has yet to fully flow
into to the Financial Statements, but sets us
up well for the coming financial year. Net
rental income is up 8.4% to £57.4 million,
while EPS is largely flat at 6.89 pence due to
higher interest expense.
Our vacancy rate fell from 7.4 down to 5.8%.
The majority of our remaining vacancy is a
single asset which was acquired with less
than twelve months on the lease.
Future earnings
Throughout the year we have put in place
the necessary work to ensure that we are
well placed for growth in earnings in the
subsequent financial year. In particular, a
letting at Andover at the end of March,
provide £0.9 million additional rental
income, equating to circa 0.2 pence per
share on an annual basis, much of which
willbe reflected in the financial year ending
31March 2025.
In addition, we now believe the time is right
for a measured and cautious approach to
putting the balance sheet to work.
Throughout this interest rate cycle, we have
maintained an LTV below the stated range of
30‑40%, a cautious approach which has
served us well. We see an arbitrage opening
between debt rates and asset prices, and will
increase gearing to take advantage of asset
buying opportunities. LTV will remain at the
lower end of the targeted 30‑40% range, but
limited debt draws, combined with asset
recycling, offers us an opportunity to deploy
capital in an EPS accretive way.
This careful deployment of capital, combined
with our lettings activity, supports our
objective to cover our dividend and grow
them thereafter.
WHAT’S IN THIS SECTION
PAGES 10 TO 27
Chief Executive Officer Review 10
Market Report and Portfolio Report 12
Asset Management Report 19
Financial Report 24
Richard Moffitt
CEO Investment Adviser
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
URBAN LOGISTICS REIT PLC |Annual Report and Accounts 2024
10
INVESTMENT ADVISER’S REPORT CONTINUED
Growth
Since IPO in 2016, Urban Logistics has grown
significantly, via equity raises. We have never
espoused growth for the sake of growth, but
we believe that now is a good time in the
cycle to be acquiring properties where we
can apply our asset management expertise.
The discount that we and our peer group
have traded at over the year has made it
unattractive to raise equity.
With the Board we have therefore reviewed
a range of options, and in early 2024 we
approached abrdn Property Income Trust
(“API”) about a potential share‑for‑share
acquisition, with our desired structure
consisting of a scheme of arrangement
whereby we would acquire a significant
portfolio of logistics and retail warehousing,
while leaving in situ a smaller portfolio of
retail and office assets, for API to wind down
and return cash to shareholders.
We believed that this option was attractive
to the API shareholders, giving them
exposure to a high‑performing portfolio of
logistics assets in Urban Logistics, and more
importantly provided a way for us to add
value for our own shareholders, via a
portfolio of well‑located, single‑let properties
with asset management opportunities.
We were not prepared to overpay however,
and so following due diligence and
conversations with the API Board, we
withdrew from the process, and API are now
exploring a wind down of the company.
Team
The key to our success is the team we have
built here at the Adviser. My senior team of
Justin Upton as CIO, Jamie Waldegrave as
CFO/COO, John Barker heading up new
lettings and Christopher Turner leading on
Asset Management is well established, but it
is our in‑house property and finance teams
that allows us to manage all properties
ourselves, collect our own rents and stay
close to our tenants, visiting each property
three times a year.
It is the depth of these tenant relationships
which allows us to identify opportunities or
issues early, and contributes to our record
eighth year in a row of collecting more than
99% of our rents.
ESG
In recent years we have made significant
progress in terms of our ESG credentials, and
we are proud to have committed to a
Science Based Targets initiative (“SBTi”)
aligned Scope 3 net zero target, and retain
our MSCI ESG “A” rating.
Alongside this we have made significant
progress against our core targets of
installing additional solar capacity at our
sites, improving our EPC ratings and
engaging with our tenants on their own
decarbonisation plans.
Looking ahead
The macro‑economic conditions are never
possible to predict with any accuracy;
however, the consensus among economists
would suggest that the year to March 2025
would see reductions in interest rates, which
all other things being equal, would be
positive for asset values and the listed real
estate space.
We remain ambitious to grow, and will
continue to work with our Board and
advisers to evaluate all opportunities to do
so, if we feel it will add value to shareholders.
Our portfolio is, we believe, well set up to
perform well. In particular, our lack of tenant
concentration protects us from the
inevitable stresses that a period of high
interest rates and low growth puts on our
tenants. The occupational market is looking
stronger at the end of the year, as evidenced
by our post balance sheet lettings activity,
and it is this activity which gives us
confidence in our ability to drive value for
our shareholders, whatever the economic
climate.
CHIEF EXECUTIVE OFFICER REVIEW CONTINUED
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
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11
INVESTMENT ADVISER’S REPORT CONTINUED
MARKET REPORT AND
PORTFOLIO REPORT
Stable capital markets
Valuation yields for prime distribution have
remained relatively stable at 5.25%
1
over the
past twelve months, reflecting a more
settled outlook, compared to March 2022
when the prime yield was at 3.25%.
The industrial sector in 2021 and 2022 was
characterised by frenetic activity in both the
occupational and investment markets. 2023
however witnessed a normalisation in both
transaction volumes and of occupier
demand, as the macro‑economic outlook
and increased cost of capital weighed on
sentiment. Following this market reset last
year, we anticipate 2024 will mark the start
of a new property cycle, with UK economic
growth expected to pick up over this year
and next, and inflation and interest rates set
to fall in line with economists’ forecasts.
Consequently, at the start of this year we see
more grounds for positivity and cautious
optimism across both occupational and
investment markets compared with twelve
months ago.
Justin Upton
CIO Investment Adviser
INDUSTRIAL AND LOGISTICS INVESTMENT TOTAL
Volumes (£bn)
1. Savills ‑ Industrial & Logistics Research Q1 2024.
20232015 2016 2017 2018 2019 2020 2021 20222014201320122011201020092008
0
5
10
15
20
25
INDUSTRIAL DISTRIBUTION YIELDS SHOW SIGN OF STAB ILISING
Dec
2023
Dec
2019
Dec
2020
Dec
2021
Dec
2022
Dec
2018
Dec
2017
Dec
2016
Mar
2016
3
4
5
6
Source: Savills
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
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12
INVESTMENT ADVISER’S REPORT CONTINUED
20232015 2016 2017 2018 2019 2020 2021 202220142013201220112010200920082007
0
10
20
30
40
60
50
TAKE‑UP FALLS BUT REMAINS ABOVE PRE‑COVID‑19 AVERAGE
2
(£m)
Stable capital markets continued
2023 can be characterised by an air of caution within the investment market. Annualised
transaction volumes across the industrial and logistics sector suggest a total of almost
£10billion were transacted throughout 2023
1
, a marked slowdown compared to the near
£16.8billion in 2022 and £21.4 billion in 2021, but more in line with the long‑term trend of the
last decade. Overseas (US private equity, global sovereign wealth) investors continue to
dominate the landscape, accounting for over 57% of transactions in 2023
2
, with institutional
buyers remaining committed to acquiring in the sector, attracted by the strong fundamentals
and a higher‑yielding entry point than they would have achieved in 2021/2022. At the time of
writing, Q1 data suggests circa £1 billion
3
of distribution assets have been traded.
Looking forward through 2024, we expect to see increasing confidence and depth of buyer
pool linked to the anticipated cuts to base rates by the Bank of England. Capital Economics
forecasts a 100bps cut to the base rate to support the economy by year end 2024 and for the
Bank Rate to fall to 3.00% by year end 2025. This reduction in the risk‑free rate of return and
potential effect on finance rates should provide investors with the confidence to deploy capital
into the sector. Investors remain focused on a narrow sector conviction of ‘sheds, beds and
meds’, and we anticipate the focus of this deployment will be on standing income‑producing
assets rather than assets higher up the risk curve, such as speculative or development funding.
MARKET REPORT AND PORTFOLIO REPORT CONTINUED
Key Q1 Q2 Q3 Q4 Pre COVID Average
1. Savills – Industrial & Logistics Research Q1 2024.
2. Knight Frank – UK Logistics Market Dashboard March 2024.
3. Savills – Industrial & Logistics Research Q1 2024.
4. Savills – Big Shed Briefing January 2024.
Recovering occupational markets
Mirroring the caution prevalent in the capital markets, 2023 saw a reduction in the pace of
take‑up in the occupational markets, particularly in the first half of the year, as the realities
of higher finance costs and an increase in supply manifested itself in a pause in
decision‑making and expansion. Occupiers were no longer primarily in growth mode,
instead they were more driven by strategic decision‑making, governed by upcoming lease
events and a desire to improve the ESG credentials of their real estate portfolios as part of
their own corporate commitments. There are still a sizeable number of requirements in the
market; however, decision‑making is more protracted, with many occupiers deciding to stay
in their current premises and revisit their requirement when economic and financing
conditions appear more favourable.
At a national level, take‑up for 2023 has totalled 28.4 million sq ft
3
, a 40% fall year on year
but 12% above the pre‑Covid‑19 average, reinforcing the view of more normalised market
conditions after a record‑breaking period during 2021 and 2022.
The overall supply side dynamics in 2023 witnessed around 18 million sq ft of speculative
completions. This has contributed to supply vacancy rates of 7.15% compared to 5.0% twelve
months ago
3,4
, albeit with significant regional and size variations. Whilst no region has been
immune from rising supply, there remains many markets that still have less than one year of
supply and remain conducive to continued rental growth. The level of speculative
completions has meant that the total Grade A supply has increased to 58% of the total, the
highest level Savills has ever recorded.
Source: Savills
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
URBAN LOGISTICS REIT PLC |Annual Report and Accounts 2024
13
INVESTMENT ADVISER’S REPORT CONTINUED
Recovering occupational markets continued
We have long argued that our last mile segment of the market is less affected by the supply
and demand challenges experienced in big box and multi‑let. Whilst the headline vacancy
rate at the end of 2023 was 7.15%, it has risen at the end of Q1 to 7.8%
1
. When broken down
into specific vacancy rates by size bands, Costar regional vacancy data
2
for ‘mid‑boxes’ of
40,000‑100,000 sq ft show a far more optimistic outlook and a far more restricted vacancy
rate:
Area Vacancy (sq ft) Vacancy (%)
East Midlands 4,396,327 5.40%
East of England 3,506,347 4.70%
London 3,720,661 5.80%
North East 1,483,875 3.90%
North West 4,233,135 3.90%
Scotland 2,128,886 3.10%
South East 5,094,009 5.40%
South West 2,472,194 4.60%
West Midlands 5,452,090 4.70%
Yorkshire and The Humber 2,879,415 3.70%
Average UK 4.52%
Given vacancy and interest rates, it is no surprise to see that speculative development
announcements have fallen by 34% when compared to 2022, meaning that the total
development pipeline for the UK now stands at 12.63 million sq ft due for delivery in 2024
and early 2025
3
. With the development pipeline falling rapidly, vacancy rates are expected to
gradually start to fall in 2024 as occupiers commit to taking existing available units. At the
time of writing Savills noted that whilst the national vacancy rate has hit 7.8%, Q1 take‑up of
7.25 million sq ft
1
(100,000 sq ft+ units) reflects a 15% increase on the long‑term average and
a further 9 million sq ft under offer.
Rental growth continues
Despite the more cautious conditions, the fundamentals of the sector continue to show
attractive rental growth throughout 2023 and forecast going forward. MSCI Industrial
Quarterly Index suggests that throughout the course of 2023 rental growth across the
market was robust and in excess of 6.8%. Whilst the double‑digit growth levels experienced
between 2021 and 2022 were unsustainable, the market fundamentals remain positive with
demand continuing to outstrip supply and occupiers continuing to refine their last mile
strategies as part of their online fulfilment strategies. Gerald Eve forecasts the five‑year
outlook for rental growth being positive, but much lower than the highs of the last few years,
averaging 4.2% per year to 2028, compared with 9.4% on average in the five years to 2023
4
.
Savills echo this view of continued rental growth in the market with their baseline forecasts
suggesting 4.9% rental growth in 2024 and an average of around 5% per annum between
2024 and 2028
3
.
MARKET REPORT AND PORTFOLIO REPORT CONTINUED
1. Savills – Industrial & Logistics Research Q1 2024.
2. Costar Regional Vacancy Data Q1 2024.
3. Savills Big Shed Briefing January 2024.
4. Gerald Eve – Prime Logistics Q4 2023.
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
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14
INVESTMENT ADVISER’S REPORT CONTINUED
THE PORTFOLIO
Portfolio performance
Given the market context discussed earlier in the report, we are very pleased to see the
portfolio valuation holding up well, with valuations on a like‑for‑like basis down just 0.3%.
We aim to manage a balanced portfolio, split between core assets with secure, long‑term
income, as well as an active asset management pool where we can drive returns. We are
a very active asset manager, and have signed 35 new leases, rent reviews or re‑gears in the
period, driving an additional £3.0 million in rental income on an annual basis, representing
a like‑for‑like uplift of 19%. This asset management activity allows us to offset yield‑driven
erosions in value.
We divide the portfolio into three groups:
Core assets
The foundation of the portfolio, these assets underpin the dividend and banking covenants.
Core assets are typically let on long‑term leases to large‑scale tenants with strong covenants.
Active asset management
These assets are typically highly reversionary, where we have a short‑term asset
management plan to move rents on, extend lease term, improve covenant strength or make
significant improvements to the environmental performance of the building.
Developments
These assets are forward‑funded developments typically on a maximum commitment basis
to insulate us from build cost inflation. They are done either with or without a pre‑let tenancy
in place. We target a yield on cost of circa 6% and aim to further enhance the sustainability
credentials of the portfolio with these assets.
MARKET REPORT AND PORTFOLIO REPORT CONTINUED
Core
Active asset
management Development Total
Capital value £563m £530m £7m £1,100m
Percentage of portfolio 51% 48% 1% 100%
Area (sq ft) 4.4m 5.3m NA 9.7m
Contracted rent £33m £29m NA £62m
ERV/Expected rent £37m £38m £0m £75m
Reversion to ERV 10% 34% NA 21%
WAULT 9.7 years 4.8 years NA 7.5 years
EPC A‑B 77% 47% NA 60%
Equivalent yield 5.7% 6.6% NA 6.3%
In a typical year, we would aim for circa 35% of the portfolio to be made up of the ‘Core’
assets. The fact that this has grown to just over 50% is an inevitable result of successfully
completing asset management plans in a dislocated capital market. These assets do of
course have growth opportunities, as shown by the 10% reversion to ERV, but at 77% A/B in
terms of EPC and a WAULT of 9.7 years, the major plans have largely been completed.
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
URBAN LOGISTICS REIT PLC |Annual Report and Accounts 2024
15
INVESTMENT ADVISER’S REPORT CONTINUED
Portfolio performance continued
Developments continued
Our active asset management bucket continues to show great potential, with 34% reversion
and a WAULT of 4.8 years, and our team is focused on these assets to deliver value for
shareholders. In recent years we have generated significant returns from development,
however we have reduced our exposure this year, and have completed two pre‑existing
projects, but not started any new ones. We took this decision to protect against build cost
inflation, and as a cautious approach to the occupational market. The £7 million of assets in
this category at year end are made up of plots of development land which adjoin existing
sites and were acquired as part of a larger asset deal. These represent an opportunity in the
future, when we see a change in the market.
Portfolio analysis by property size (sq ft)
0‑50k 50‑100k 100‑150k 150k+ Yard Space
Development
land Total
Capital value £306m £346m £249m £176m £16m £7m £1,100m
Percentage of
portfolio 28% 31% 23% 16% 1% 1% 100%
Area (sq ft) 2.3m 2.9m 2.4m 2.1m NA NA 9.7m
Contracted rent £17m £21m £15m £8m £1m £0m £62m
ERV/Expected
rent £20m £24m £18m £12m £1m £0m £75m
WAULT 7.8 years 8.6 years 5.4 years 7.5 year s 5.3 years NA 7.5 years
EPC A‑B 52% 58% 64% 70% NA NA 60%
Equivalent yield 6.0% 6.0% 6.5% 6.0% NA NA 6.3%
MARKET REPORT AND PORTFOLIO REPORT CONTINUED
PORTFOLIO VALUATION
£1,100m
31 MARCH 2023: £1,107m
PORTFOLIO VALUATION NIY
5.2%
31 MARCH 2023: 4.9%
PORTFOLIO VALUATION EY
6.3%
31 MARCH 2023: 6.2%
TOTAL PROPERTY RETURN
4.6%
31 MARCH 2023: (5.0)%
WAULT (TO EXPIRY)
7.5 YEARS
31 MARCH 2023: 8.2 YEARS
AVERAGE RENT PER SQ FT
£6.29
31 MARCH 2023: £6.02
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
URBAN LOGISTICS REIT PLC |Annual Report and Accounts 2024
16
INVESTMENT ADVISER’S REPORT CONTINUED
Portfolio performance continued
Portfolio analysis by property location
Midlands North East North West Scotland South East South West Wales Total
Capital value £403m £114 m £128m £63m £324m £66m £2m £1,100m
Percentage of portfolio 37% 10% 12% 6% 29% 6% 0% 100%
Area (sq ft) 4.0m 1.4m 1.2m 0.8m 1.7m 0.6m 0.0m 9.7m
Contracted rent £22m £7m £7m £5m £17m £4m £0m £62m
ERV/Expected rent £28m £8m £9m £6m £20m £4m £0m £75m
WAULT 6.7 years 6.7 years 6.4 years 7.1 years 9.0 years 8.1 years 15.5 years 7. 5 years
EPC A‑B 59% 56% 81% 42% 62% 57% 0% 60%
Equivalent yield 5.5% 6.3% 6.1% 7.8% 6.3% 6.1% 7.0% 6.3%
Investment activity
During the year to 31 March 2024, the Group disposed of assets for a combined consideration of £15.00 million, representing a combined capital appreciation of 23.0% and an uplift on net
book value of 3%. The proceeds of these sales was used to pay down our higher‑rate, floating debt, and which was therefore accretive to earnings.
Completed in year Purchase price NBV
1
Gross sale price Capital growth % Uplift on NBV % Ungeared IRR
Hilary’s Blinds, Nottingham £8.75m £9.50m £9.66m £0.9m 10.5% £0.16m 2% 6.8%
Cogne UK, Sheffield £3.45m £5.00m £5.34m £1.9m 54.6% £0.34m 7% 12.5%
Total £12.20m £14. 50m £15.00m £2.8m 23.0% £0.50m 3%
1. NBV at time of sale.
MARKET REPORT AND PORTFOLIO REPORT CONTINUED
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
URBAN LOGISTICS REIT PLC |Annual Report and Accounts 2024
17
INVESTMENT ADVISER’S REPORT CONTINUED
Development activity
During the year to 31 March 2024, the Company invested £5.7 million, completing two
development properties. This is significantly down on the prior year when £28.7 million was
deployed. At 31 March 2024, all units are either occupied or under offer.
The two assets that completed in the year had a gross development cost of £17.1 million, and
were valued by CBRE at 31 March 2024 at £19.1 million, generating a £2.0 million surplus, or a
11.9% uplift on cost.
Completed in year GDC Yield on cost Area (sq ft) New rent
Newhall 7, Sheffield
1
£13.8m 7.5% 132,977 £1.0m
Unit 100, Colchester £3.3m 6.9% 12,437 £0.2m
Total £17.1m 7.4% 145,414 £1.2m
1. Under offer.
MARKET REPORT AND PORTFOLIO REPORT CONTINUED
CAPITAL DEPLOYED
IN THE YEAR
£5.7m
31 MARCH 2023: £28.7m
CURRENT ERV
£1.2m
31 MARCH 2023: £4.4m
COMPLETED IN THE YEAR
145,414 SQ FT
31 MARCH 2023: 406,546 SQ FT
CURRENT YIELD
ON COST
7.4%
31 MARCH 2023: 7.2%
UNDER CONSTRUCTION
0 SQ FT
31 MARCH 2023: 143,566 SQ FT
EPC RATING A
100%
31 MARCH 2023: 100%
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
URBAN LOGISTICS REIT PLC |Annual Report and Accounts 2024
18
INVESTMENT ADVISER’S REPORT CONTINUED
Occupier demand grows over the year
In the year, the Group successfully completed 35 deals across 1.8 million sq ft, or 18%, of
thetotal portfolio gross internal area at the year end. In aggregate, these deals added
£3.0million to annual contracted income and 9.7 years of WAULT.
Across all asset management activity, leases were signed on a like‑for‑like rental uplift of 19%.
It is notable that the occupational market was much stronger in the second half of the year,
and post period end. Lease events settled in H2 reflected a like‑for‑like increase of 27%,
against a like‑for‑like increase of just 10% in H1.
It is this generation of additional rental income and lease length through asset management
that allows us to offset market‑driven yield expansion, and helps explain why the portfolio
valuation has outperformed the wider market.
No. of
deals
Signed rental
uplift
LFL rental
uplift
WAULT
(years)
New lettings 11 £2.1m 15% 9.4
Lease re‑gears/other 13 £0.0m 0% 10.2
Rent reviews 11 £0.9m 20% NA
Total 35 £3.0m 19% 9.7
ASSET MANAGEMENT
REPORT
Christopher Turner
Property Director,
Investment Adviser
TENANT CREDIT RISK RATINGS
1
Low|14%
Low Moderate|63%
Moderate|13%
Moderate High|8%
High|2%
Severe|0%
Share of
contracted rent
1. Ratings per Dun and Bradstreet.
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
URBAN LOGISTICS REIT PLC |Annual Report and Accounts 2024
19
INVESTMENT ADVISER’S REPORT CONTINUED
Occupier demand grows over the year continued
The vacancy rate at the year end was 5.8% (2023: 7.4%). This vacancy can be broken down into a
0.4% underlying vacancy, one asset (0.4%) that became vacant in March 2024, an asset that was
acquired with less than twelve months on the lease (3.6%), and one further asset (1.4%) that is
currently under offer. We believe the property that we acquired vacant gives us significant
opportunity to create both income and value through our asset managementexpertise.
Tenant covenants and performance
In times of financial stress, we will always experience some tenants in difficulty. We protect
shareholders from this by ensuring low exposure to any one tenant, with our largest tenant
representing just 5% of the rent roll, as well as a focus on tenant covenants, with just 10% of
our tenants rated a “moderate high” or “high” risk by Dunn and Bradstreet. Our final
protection is the underlying quality of the real estate we acquire, to ensure that if a tenant
does struggle the building can be re‑let quickly.
ASSET MANAGEMENT REPORT CONTINUED
1. Top ten tenants cover 33.3% of contracted rent. The remaining 66.7% is made up of 110 tenants.
VACANCY RATE TOP TEN TENANTS
1
5.1%
4.9%
3.6%
3.2%
3.0%
2.9%
2.8%
2.7%
2.6%
2.5%
Theo Muller Group
DHL
Unipart Group
Delice De France Limited
Ceva Logistics Ltd
XPO
Kinaxia Group
Fidens Studios Limited
DX
Giant Booker
Underlying
vacancy
0.4%
5.8%
0.4%
3.6%
1.4%
Less than
3 months vacant
Acquired vacant /
with less than
12 months on the
lease
Under offer Total
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
URBAN LOGISTICS REIT PLC |Annual Report and Accounts 2024
20
INVESTMENT ADVISER’S REPORT CONTINUED
SWIFT PARK,
RUGBY
CASE STUDY| 01 MANAGE WELL
The Group purchased a 128,460 sq ft
industrial unit in Swift Park, Rugby, in
September 2021. In March 2023 it was
valued at £14.4 million, and let to H&K
Distribution, yielding a rent of
£0.74million, or £5.76 per sq ft. A rent
review was carried out in January 2024,
resulting in a new rent of £0.95 million
or£7.40 per sq ft, representing a 28%
rental uplift.
Following recent works to decommission
the inefficient radiant heaters and replace
the boiler, in March 2024 the EPC was
upgraded from D to B.
CBRE valued the asset at £15.8 million
in March 2024, providing capital
appreciation of £1.4 million or 9.7%,
evenafter accounting for the low
capexEPCworks.
£14.4m
NBV as at
31March2023
28%
Rental increase at rent
review
£15.8m
NBV as at
31March2024
9.7%
Uplift in the year
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
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21
INVESTMENT ADVISER’S REPORT CONTINUED
CATFOSS LANE,
DRIFFIELD
CASE STUDY| 02 IMPROVE ESG
In October 2021, the Group acquired an
industrial estate comprised of four units
in Driffield, East Yorkshire, totalling
137,962 sq ft for a consideration of
£8.35million. The estate was acquired
and let to Premier Modular Limited, a
modular building manufacturer, until
November2032.
Engagement on environmental matters
with the tenant took place during the
year, resulting in the installation of two
PV systems on site, with a combined
capacity of 383 kWh.
In January 2024, the EPC certificates
across the four units were also renewed,
seeing the ratings increase from B, C, D,
D to A, A, B, B respectively.
A rent review was carried out during
theperiod, seeing a new combined rent
of £0.7 million, or £5.32 per sq ft, a 28%
uplift on passing rent.
£8.35m
Purchase price
383 kWh
peak
PV cells added
A/B
EPCs of units
28%
Rental increase at rent
review
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
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INVESTMENT ADVISER’S REPORT CONTINUED
NEWHALL,
SHEFFIELD
CASE STUDY| 03 RISK CONTROLLED DEVELOPMENTS
In July 2022, the Group acquired land in
Newhall, Sheffield, for £2.2 million,
agreeing to forward fund the
development of a mid-box industrial unit.
Gross development costs amounted to
£13.8 million, or £104 per sq ft.
Development began in August 2022 and
saw practical completion in May 2023,
with the unit achieving an ‘Excellent’
BREEAM rating and an EPC of A.
In March 2024, the property was valued
by CBRE at £14.9 million, resulting in a
£1.1 million surplus, 8.0%, uplift on cost.
The property is currently under offer at
aproposed rent of £1.0 million, providing
a 7.5% yield on cost.
£13.8m
Gross development
cost
£1.0m
Targeted rent
7.5%
Yield on cost
£14.9m
NBV as at
31March2024
8.0%
Uplift on cost
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
URBAN LOGISTICS REIT PLC |Annual Report and Accounts 2024
23
INVESTMENT ADVISER’S REPORT CONTINUED
Jamie Waldegrave
CFO/COO Investment Adviser
Year ended
31 March
2024
£’000
Year ended
31 March
2023
£’000
Revenue 59,951 55,305
Property operating costs (2 , 511) (2, 313)
Net rental income 57,440 52,992
Other operating income 147 57
Administrative expenses (9,191) (9,683)
Net finance costs (15,896) (10,680)
Adjusted earnings 32,500 32,686
Long‑term incentive plan (charge)/credit (11) 4,345
Exceptional items (1,125) —
Changes in fair value of investment property (5,810) (121,119)
Profit on disposal of investment property 55 —
Changes in fair value of interest rate derivatives (865) 1,431
Profit/(loss) before taxation 24,744 (82,657)
Net rental income
Net rental income increased by £4.4 million (8.4%) compared to the prior year, totalling £57.4 million for the year ended 31 March 2024.
Theincrease is predominantly driven by the Group benefiting from the first full year of rent in relation to assets acquired in the year ended
31March 2023.
Property operating costs increased marginally by £0.2 million, primarily driven by higher property holding costs including security, business
rates and utilities. Our gross to net rental income ratio remains high at 96.4% (31 March 2023: 96.3%).
On a like‑for‑like basis, EPRA net rental income increased by 0.7% when compared to the prior year; whilst reversion has been captured when
settling rent reviews, this has been set against cost inflation at the vacant units, as increased security and insurance costs drove property
operating cost higher despite the lower level of vacancy in the portfolio.
FINANCIAL REPORT
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
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24
INVESTMENT ADVISER’S REPORT CONTINUED
Administrative expenses and total cost ratio
Administrative expenses for the year to 31 March 2024 totalled £9.2 million, a £0.5 million
reduction when compared to the prior year. This reduction, combined with increased rental
income, has contributed to the continued improvement in the Group’s operational efficiency,
with the total cost ratio decreasing from 21.2% to 18.9%.
Year ended
31 March
2024
£’000
Year ended
31 March
2023
£’000
Total costs including vacant property costs 18.9% 21.2%
Total costs excluding vacant property costs 16.2% 18. 3%
Net finance costs
The net finance costs for the year, excluding the fair value movements of interest rate
derivatives, were £15.9 million (31 March 2023: £10.7 million), an increase of £5.2 million
compared to the prior year. There were two key drivers of this increase – the first and most
significant being the cost of a full year of interest expense in the current year compared to
the prior year, and the second being the affect of the increase in interest rates on the
unhedged portion of our bank lending. At the start of the year the unhedged portion of debt
stood at £51.7 million; due to climbing rates, the cost of this portion of the debt rose to 7.41%,
and to protect against these costs this amount was refinanced in July 2023 with term debt at
a fixed cost of 6.17%.
The weighted average cost of debt for the year was 4.02% (31 March 2023: 3.21%) and the
Group reported an interest cover of 3.3x (31 March 2023: 4.5x). The weighted average debt
maturity has remained stable at 5.4 years (31 March 2023: 5.4 years).
Exceptional costs and disposals
During the year ended 31 March 2024, exceptional items totalling £1.1 million were incurred:
£0.4 million in relation to the new management agreement that came into effect on
12 May 2023, and £0.7 million in relation to a potential all‑share offer deal for abrdn Property
Income Trust (“API”), an offer for which we did not proceed. Refer to page 8 for further details.
A profit on disposal of £0.1 million was achieved following the disposal of two assets, one in
Nottingham and one in Sheffield, on 12 June 2023, for a combined consideration of
£15.0million.
IFRS profit and adjusted earnings
IFRS profit after tax for the year was £24.7 million (31 March 2023: loss of £82.7 million),
representing a basic and diluted earnings per share of 5.24 pence, compared with
‑17.51pence for the prior year.
Adjusted earnings for the year were £32.5 million, or 6.89 pence per share (31 March 2023:
£32.7 million, or 6.93 pence per share), a £0.2 million decrease compared to the prior year.
The Directors consider adjusted earnings a key measure of the Company’s underlying
operating results, and therefore exclude non‑cash and exceptional items. A full reconciliation
between IFRS profit/(loss) and adjusted earnings can be found in note 13 of the Financial
Statements.
Dividend
In respect of the financial year ended 31 March 2024, the Company paid and declared the
following interim dividends:
Declared
Amount
pence per share
In respect of
financial year ended
Paid/
to be paid
8 November 2023 3.25p 31 March 2024 15 December 2023
19 June 2024 4.35p 31 March 2024 19 July 2024
A second interim dividend of 4.35 pence per share will be paid on 19 July 2024 to
shareholders on the register at the close of business on 28 June 2024. The total dividend for
the year will therefore be 7.60 pence per share, which is the same as was paid in the
prioryear.
FINANCIAL REPORT CONTINUED
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
URBAN LOGISTICS REIT PLC |Annual Report and Accounts 2024
25
INVESTMENT ADVISER’S REPORT CONTINUED
IFRS net assets
31 March
2024
£’000
31 March
2023
£’000
Investment property
1
1,099,547 1,106,507
Bank and other borrowings (348,986) (346,774)
Cash 30,274 30,159
Other net liabilities (24,380) (23,198)
EPRA net tangible assets 756,455 766,694
Interest rate derivatives 2,169 3,034
Intangible assets 21 32
IFRS net assets 758,645 769,760
1. Per CBRE independent valuation as at 31 March 2024 and 31 March 2023.
At 31 March 2024, IFRS net assets attributable to Ordinary Shareholders were £758.6 million
(31 March 2023: £769.8 million), representing a basic and diluted net asset value per share of
160.74 pence (31 March 2023: 163.09 pence).
The Group considers EPRA net tangible assets (“EPRA NTA”) a key measure of overall
performance. At 31 March 2024, EPRA NTA were £756.5 million (31 March 2023: £766.7 million),
representing an EPRA NTA per share of 160.27 pence (31 March 2023: 162.44 pence), a
decrease of 1.3%.
On a per share basis, both IFRS and EPRA net assets decreased over the financial year to
31March 2024, primarily driven by the reduction in value of the portfolio.
The total accounting return for the year, which reflects growth in EPRA NTA plus dividends
paid in the year, was 3.3% (31 March 2023: ‑9.9%). The average total accounting return since
IPO in 2016 has been 11.4%.
Portfolio valuation
At 31 March 2024, the portfolio was valued at £1,099.5 million, a £7.0 million decrease when
compared to the prior year.
During the year, the Group incurred capital expenditure of £11.2 million; £5.7 million relates
to the completion of our developments in Newhall and Colchester; £2.7 million relates to
significant improvement works at a unit in Southall, due to complete in August 2024; and
the remaining £2.8 million relates to various small projects at several sites.
The Group recognised a valuation deficit (excluding provision for profit share) of £5.8 million
(31March 2023: deficit of £120.4 million) upon revaluation of the portfolio. On a like‑for‑like
basis, the portfolio generated a valuation deficit of £3.7 million, or ‑0.3% (31March2023:deficit
of £101.6 million, or ‑9.8%).
The portfolio delivered a total property return (“TPR”) of 4.6% (31 March 2023: ‑5.0%) for
theyear.
Financing
At 31 March 2024, the Group had three term loan facilities totalling £418.2 million, of which
£353.8 million was drawn.
On 7 July 2023, the Group entered into a £57.3 million sustainability‑linked loan facility with
Aviva Investors, which will mature in 2032, and came at a fixed cost of 6.17%. This facility
includes margin rate improvement available on hitting environmental targets across the
assets charged, and the use of funds was used to pay down higher floating rate debt.
Lender
Maturity
date
Loan
commitment
(£m)
Drawn at
31 March 2024
(£m)
% Fixed/
Hedged at
31 March 2024
Barclays
(syndicate of three banks)
Aug 2025
151.0
86.5
87. 3%
Aviva Investors
(seven‑year term)
Mar 2028
88.4
88.4
100%
Aviva Investors
(ten‑year term)
May 2032
178.9
178.9
100%
Total 418.3 353.8 96.9%
FINANCIAL REPORT CONTINUED
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
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26
INVESTMENT ADVISER’S REPORT CONTINUED
Financing continued
For the year to 31 March 2024, the weighted average cost of debt across all facilities was
4.02% (31 March 2023: 3.21%), and at the period end the ongoing cost of debt was 4.10%,
or 4.23% including non‑utilisation fees on the undrawn RCF.
The debt is protected against changes in interest rate fluctuations as 96.9%
(31March2023:85.3%) is either fixed or hedged until maturity. The current debt maturity
profile is 5.4 years, with the Barclays facility due to mature in August 2025. The Adviser is
already in discussions with new and existing banking partners in order to secure a
competitive position for the Group.
The longer‑term debt with Aviva Investors has a weighted average maturity of 6.8 years and
is 100% fixed at an all‑in rate of 3.82%.
Cash and net debt
During the year, the Group’s cash balances remained stable, increasing by just £0.1 million,
as illustrated in the table below:
31 March
2024
£m
31 March
2023
£m
Cash generated from operations 46.6 43.1
Cash generated from/(used in) investing activities 3.3 (201.3)
Cash (used in)/generated from financing activities (49.8) 61.0
Net increase/(decrease) in cash 0.1 (97. 2)
Opening cash balance 30.2 127.4
Closing cash balance 30.3 30.2
At 31 March 2024, the Group’s cash balance was £30.3 million, of which £6.05 million is
restricted in the form of long‑term rental deposits. Over the financial year, net debt increased
by £2.6 million to £323.5 million, representing a loan to value (“LTV”) of 29.3%, which is ever
so slightly below our medium‑term target of 30‑40%.
FINANCIAL REPORT CONTINUED
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
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27
SUSTAINABILITY REPORT
EPC RATINGS – PERCENTAGE OF THE PORTFOLIO A/B RATED
20%
30%
0%
March 2021 March 2022 March 2023 March 2024
40%
50%
70%
60%
10%
SUSTAINABILITY REPORT
OVERVIEW
At Urban Logistics, we know that as a major
UK landlord, a focus on ESG priorities is the
right thing to do, however in order to deliver
ongoing, sustainable change, we need to
ensure that the business incentives are
aligned towards our achieving this. In this we
are helped by the fact that we believe our
ESG agenda helps us to deliver superior
returns to shareholders.
We do this by making sure our key targets
and goals align with our key stakeholders, so
that ESG does not cut across business
priorities, but drives them. Our tenants tell us
that they want buildings that are efficient to
run, and meet their own ESG criteria, and
delivering this allows us to charge premium
rents, reduce vacancy and increase capital
values. Our investors and debt partners have
their own focus on ESG, and improvements
allow us to reduce our cost of capital, by
increasing our universe of potential investors,
or by taking advantage of margin
deductions in sustainably linked loans.
Afocus on climate resilience of our physical
assets allows us to protect value and plan for
the long term.
In this respect, everything we do is
underpinned by our core philosophy of
being an active asset manager – we do not
just own assets to hold, we own them to
improve them, whether that is the quality of
the lease or the fabric of the building, and
ESG improvements are no different.
We therefore set ourselves ambitious ESG
targets which reflect these goals, which we
present here in our third annual
Sustainability Report, to hold ourselves to
account and measure progress.
NET ZERO
The key environmental challenge facing the
world today is reducing carbon emissions. In
2023 we implemented a net zero goal over
our Scope 1 and Scope 2 emissions, which
has a twin focus of reducing the overall level
of emissions within our control as well as
offsetting using high‑quality offsets.
Wehave achieved this target in the current
financial year. We recognise, however, that
the vast majority of our emissions will be in
our Scope 3 – emitted from our portfolio of
assets.
Being single‑let, with FRI leases in place, we
do not have operational control over these
emissions, however in our position as
landlord, we have significant influence.
Weare therefore pleased to announce we
have made a commitment to a Science
Based Targets initiative (“SBTi”) aligned net
zero goal within the next 24 months.
We have put work into building our baseline
and are working through scenarios to ensure
that our targets, which are ambitious, are
both achievable and financially responsible.
EPC IMPROVEMENT
A long‑standing objective has been to
improve the energy efficiency of our assets,
as measured by EPC performance. Our goal
is not to own a portfolio of assets that is
perfect in terms of EPC – as an active asset
manager we aim to acquire poor performing
buildings in need of improvement, and add
value through our work and expertise. For
this reason we will never own a portfolio of
assets which are 100% A/B rated.
This year we have made material strides in
moving our EPCs on, with over 60% of the
portfolio rated A or B – a significant
improvement from just three short years ago
when 22% of the portfolio was the same.
This EPC improvement aligns with
important stakeholders, and our own ESG
goals, as it allows us to:
•
reduce carbon emissions through more
energy efficient buildings;
•
attract high‑quality tenants who want to
occupy buildings with better energy
performance; and
•
align with proposed MEES regulations
where a building will need to be at an EPC
of B or above by 2030 for a new lease to
be granted.
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
28
URBAN LOGISTICS REIT PLC |Annual Report and Accounts 2024
EXTERNAL RATING AGENCIES
We aim to align ourselves with a small number of carefully selected rating systems as below,
allowing us to demonstrate to equity and debt holders our performance against a wide
range of ESG principles.
Position in March 2022 Position in March 2023 Position in March 2024
MSCI
CCC
MSCI
ESG RATINGS
A AAA AAAB BB BBBCCC
A
MSCI
ESG RATINGS
A AA AAAB BB BBBCCC
A
MSCI
ESG RATINGS
A AA AAAB BB BBBCCC
GRESB STANDING ASSETS
GRESB rating
GRESB rating
GRESB rating
GRESB DEVELOPMENT ASSETS
GRESB rating
GRESB rating
GRESB rating
EPRA SBPR
No award
SUSTAINABILITY REPORT CONTINUED
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29
SUSTAINABILITY REPORT CONTINUED
What are we aiming to do? How did we do this year? What are we aiming to do in the coming years?
REDUCE THE ENVIRONMENTAL IMPACT OF OUR BUILDINGS
Improve all assets that have been held for at least
two years to an EPC of B, two years ahead of the
MEES requirements.
By 2030 all commercial leases will need an
EPC of a B in order for a new lease to be put in
place, with limited exceptions.
We have improved 11 EPCs this year, meaning
the portfolio now stands at 60% B or above.
10% of our units have an EPC of D or below – 20 generally smaller units in
total. These will be our priority to focus on, with an aim of removing gas
heating where present, installing PV cells and energy efficiency improvement
measures which align with our carbon reduction goal. We will also focus on
improving assets as they fall vacant, or in partnership with our occupiers.
LOWER THE CARBON INTENSITY OF OUR BUSINESS
Remain operationally net zero with the use of
offsets, while targeting a reduction in carbon
emissions from the portfolio on a per square metre
basis by 2050.
With the use of high‑quality offsets, meeting
the Gold Standard, we have achieved
operational net zero.
We also produced our baseline carbon
position, and have confirmed our commitment
to an SBTi aligned Scope 3 net zero target.
We will continue to improve the operational efficiency of our buildings,
measured through EPC ratings, as well as continue to generate significant
on‑site energy through solar panel installations.
We will also be targeting those buildings using gas to find a more sustainable
solution.
INCREASE ON-SITE RENEWABLE ENERGY
We aim to get to an installed capacity of 3MWp of
power by 2028, which at current grid intensity
levels would equate to circa 62 tonnes of CO
2
emissions per year.
This year we installed 1,199 kWp of new
capacity, bringing the total to 1,595 kWp.
We are working on a standardised programme of outreach to all tenants,
offering to invest in PV panels on their building, in exchange for a rental uplift.
This model provides savings for the tenants, income for Urban Logistics and
progress on ESG goals.
MAKE MORE SPACE FOR NATURE ON OUR SITES
Launch Biodiversity Net Gain (“BNG”) programmes
on sites where possible. Improve biodiversity
projects on 50% of sites by 2028 through low area
impacts.
We have launched a project to understand the
Biodiversity Net Gain (“BNG”) potential on our
sites. This is another way we can link our ESG
goals to our financial goals, as we add to site
value through BNG creation.
We recognise not all of our sites are suitable for BNG projects, and therefore
will take an ‘every little helps’ approach to biodiversity, including bird boxes,
insect hotels and bat boxes on 40% of our sites by 2030.
PROMOTE TRANSPARENCY ON ESG DISCLOSURES
Maintain a GRESB standing assets score of three
stars, EPRA sBPR Gold and MSCI A.
Our GRESB standing asset score has hit three
stars, and we have been awarded an EPRA
sBPR Gold award.
We aim to grow our data collection through the use of smart meters and
tenant engagement, which will support our GRESB scoring, and continue
toimprove disclosures to support MSCI and EPRA.
OUR ESG TARGETS – PERFORMANCE AND STRATEGY
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
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30
SUSTAINABILITY REPORT CONTINUED
GREENHOUSE GAS REPORTING
We report greenhouse gases (“GHG”) as Scope 1 and 2, which are acquired by us, and which we have control over. We have a net zero target regarding these emissions, which we have hit in
2024, by reducing emissions as well as the use of high‑quality offsets. Scope 3 GHG is emitted by our tenants through the operation of our buildings, and we work closely with our tenants to
help them decarbonise their operations.
SECR reporting: tonnes of CO
2
e for footprint
Performance measure Unit Source 2024 2023
Total energy consumption kWh Landlord‑obtained electricity 921,362 1,610,886
Landlord‑obtained natural gas 170,384 94,367
Fuel used in the Adviser’s vehicles Unavailable Unavailable
Total 1,091,746 1,713,554
Energy intensity kWh/m
2
/year Landlord energy intensity 10.2 17.8
Total greenhouse gas emissions tCO
2
e Landlord‑obtained electricity 191 312
Landlord‑obtained natural gas 31 18
Fuel used in the Adviser’s vehicles Unavailable Unavailable
Total 222 331
Greenhouse gas emissions intensity tCO
2
e/m
2
/year Scope 1 and 2 intensity 2.08 3.43
The significant increase in landlord‑obtained gas is caused by an increase in properties vacant for the full period with gas supplies, where the landlord was responsible for the full year supply
of electricity following these spaces becoming tenanted as well as increased consumption through regular landlord supplies at a number of properties. However, the intensity analysis shows
a falling energy usage per square metre for electricity, which has helped to drive the reduction in landlord obtained electricity. The energy intensity is low as would be expected considering
the majority of the supply is to vacant buildings. Electricity emissions are reported using the location‑based methodology. In addition to the EPC improvement works described elsewhere,
we are rolling out renewable energy supplies across all electricity supplies where we have operational control.
Climate change and the associated risks and opportunities are integral to our investment and development strategies. A recent example of this is our new development at Newhall, which
was completed in May 2023 and constructed to the highest environmental standards to attract premium occupiers and surpass impending regulatory changes. Active asset management
is adopted across our portfolio to efficiently identify risks and opportunities. See the Risk Management section of this report for more details.
We have updated our calculations to no longer include the head office energy data which was previously captured in our Scope 2 emissions. This is to reflect that the REIT has no direct
employees and is in line with the GHG protocol, which would now include these emissions under Scope 3 as they are emissions related to the Investment Adviser.
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
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31
SUSTAINABILITY REPORT CONTINUED
GREENHOUSE GAS REPORTING CONTINUED
Scope 3: emissions from tenant emissions
We are aware that tenant operational energy consumption in our portfolio will make up the
vast majority of our total footprint. Therefore, we have calculated our total emissions for this
Scope 3 category.
At the time of reporting, we have collected tenant energy data from 95 of our 128 assets, and
we have estimated greenhouse gas emissions for all tenant areas where we have not
collected data using the PCAF1 European building emission factor database methodology.
The PCAF Data Quality Score, including for the total weighted by emissions mass, is included
in the table below.
Performance measure Unit Source 2023-24
PCAF Data
Quality Score
Total GHG emissions tCO
2
e GHG emissions from
collected data 19,026 2
Estimated emissions for
remainder of portfolio 3,360 4
Total emissions for
downstream leased assets 22,385 2.30
Though these emissions are controlled by our tenants, we engage closely with tenants to
help them decarbonise their operations.
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
URBAN LOGISTICS REIT PLC |Annual Report and Accounts 2024
32
TASK FORCE ON CLIMATE‑RELATED FINANCIAL DISCLOSURES (“TCFD”)
INTRODUCTION
Our TCFD compliance statement is set out
below. In line with the requirements of
‘comply or explain’ basis against the eleven
recommended TCFD disclosures. As at
31 March 2024, our disclosures are deemed
consistent with the eleven recommended
disclosures.
GOVERNANCE
Describe the Board’s oversight
of climate-related risks and
opportunities
The Board is responsible for setting the
Company’s strategy, which encompasses
managing ESG performance and climate
strategy. This includes effectively managing
climate‑related risks and seizing
opportunities that arise from climate‑related
factors. Additionally, it ensures that the
Adviser implements the ESG Policy
effectively, in compliance with the
expectations of key internal and external
stakeholders.
Heather Hancock brings extensive expertise
in strategy, governance and leadership
acquired over many years and is accountable
for oversight of ULR’s ESG strategy and
addressing climate‑related risks and
opportunities within the portfolio. The Board
stays updated on climate‑related matters by
tracking progress towards important ESG
goals. The full suite of ESG targets continually
monitored by the Board can be located on
page 30. The Board receives a report from
the ESG Committee on climate‑related
matters at least twice per year.
The ESG Committee, which consists of
independent Directors, acts as the
governing body, overseeing ESG activities.
The Committee provides guidance and
reports to the Board on ESG Policy and stays
updated on emerging technologies through
briefings, which are provided by the Adviser.
For further information on our
climate‑related governance please
see our long‑form TCFD Report.
Management’s role in assessing
and managing climate-related
risks and opportunities
The Executive Committee of the Investment
Adviser is responsible for overseeing
climate‑related matters. Climate‑related
risks and opportunities are integrated into
asset operations to ensure alignment with
the Board’s ESG targets.
All new property acquisitions are subject to
due diligence, which includes assessment
against climate risks and, in line with our role
as active asset managers, the work required
to improve the fabric of lower‑performing
buildings and to improve the attractiveness
of the assets to new, environmentally
conscious tenants. These asset improvement
plans are reviewed on an annual basis to
ensure adherence to targets and maintain
an understanding of costs. Annual
sustainability targets are established and
integrated into the responsibilities of asset
managers, which includes targets related to
energy efficiency, green lease agreements
and on‑site renewables, among others. The
Executive Committee of the Investment
Adviser reviews progress made towards
these targets annually. All asset managers
and employees are held accountable for
environmental management and
performance through the annual employee
review process.
CLIMATE‑RELATED GOVERNANCE STRUCTURE
THE BOARD
Oversight of climate‑related strategy and performance – monitor and manage
climate‑related risks and opportunities
ESG
COMMITTEE
Propose targets,
KPIs and advises the
Audit Committee
AUDIT
COMMITTEE
Review and report
on financial
reporting, internal
control and risk.
MANAGEMENT
ENGAGEMENT
COMMITTEE
Review the
performance of
suppliers to the
Company
NOMINATION
COMMITTEE
Reviews the
structure, size
and composition
of the Board.
EXECUTIVE COMMITTEE OF THE INVESTMENT ADVISER
Responsible for monitoring climate‑related matters and integrating climate risks and
opportunities into the operations of assets
ASSET MANAGER
Responsible for environmental management and performance through the
ESG performance criteria in the annual review process
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TASK FORCE ON CLIMATE‑RELATED FINANCIAL DISCLOSURES (“TCFD”) CONTINUED
STRATEGY
Describe the climate-related risks and opportunities the organisation
has identified over the short, medium and long term
We have assessed their impact on a short‑term, medium‑term and long‑term basis.
Thetime horizons for the assessment were chosen based on the weighted average
unexpired lease term and useful life of an asset.
Short term
Aligns with the immediate operational and lease term
considerations, allowing us to address climate‑related risks
and opportunities in the near future.
2024 – 2027
Medium term
Captures the mid‑term planning and investment cycles, enabling
us to integrate climate‑related considerations into our strategic
decision‑making processes.
2028 – 2035
Long term
Reflects the longer‑term outlook and expected useful life of our assets,
helping us to proactively manage climate‑related risks and seize
opportunities in line with our sustainability.
2035 – 2050
We have carried out a portfolio‑level physical climate‑related risk assessment across two
scenarios, RCP4.5 and RCP8.5, which are globally recognised climate scenarios used by the
Intergovernmental Panel on Climate Change (“IPCC”). Using the Munich Re climate risk tool,
we gathered data on both present and projected climate hazards, enabling us to assess the
likelihood and vulnerability of our assets. In this assessment, a site is classified as ‘at risk’ if it
receives a risk rating of ‘moderate’ or higher, considering the hazard’s likelihood and the
vulnerability of our assets. The assessment revealed that flood risk is the most significant risk
to our Urban Logistics portfolio. The rest of the hazards demonstrate no risk to the portfolio
over the different time horizons considered, apart from drought stress, which may manifest
as a long‑term risk in an increased warming scenario.
We have further enhanced our transition risk reporting to assess stranding risk across the
short, medium and long term and also identify the potential impact of various retrofit
initiatives. Our transition risk analysis to date considers two hazards which are deemed most
relevant to the Urban Logistics portfolio.
Whenever we acquire assets, we assess their current and future potential to align with our
strategy of efficient ownership and operation. This includes evaluating factors like the
feasibility of installing solar PV systems and the availability of outdoor space for electric
vehicle (“EV”) charging stations. Furthermore, our climate‑related risk assessments have
revealed a wider range of opportunities for our Urban Logistics portfolio. We recognise that
our approach of developing underperforming buildings and enhancing them in line with, or
even exceeding, emerging regulations creates a chance to deliver leading assets that meet
market demands. Additional details can be found in our long‑form TCFD.
We have conducted a physical risk assessment and a transition risk analysis, which primarily
focuses on stranding risk and Minimum Energy Efficiency Scheme (“MEES”) EPC related risk
and has enabled the identification of climate‑related risks and opportunities. An in‑depth
explanation of this analysis can be located within the Risk Management section.
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TASK FORCE ON CLIMATE‑RELATED FINANCIAL DISCLOSURES (“TCFD”) CONTINUED
STRATEGY CONTINUED
Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy and financial planning
The Board is responsible for overseeing our business strategy and financial planning, acknowledging the significant risk posed by climate change. The risk and opportunity assessments
conducted across our portfolio, as outlined in this report, will guide our financial planning in the upcoming reporting period.
Climate-related physical risks
Chronic/Acute Time horizon Potential risks to portfolio Financial impact Planning, strategy and management
Flood risk, heavy rainfall event
Acute Short‑to‑medium
term
Damage to building structures and cost of
business interruption reflected in increased
insurance costs.
Higher insurance premium than
currently in place for sites at short‑term
risk.
Impact on asset value.
Flood risk is assessed with the Environmental Due
Diligence reports for acquisitions.
For new developments, flood mitigation measures
are incorporated into site design.
All short‑term flood risk is covered by insurance.
Sea level rise
Acute Long term Building damage and potential inhabitation of
assets.
Higher insurance premium.
Increased risk of assets stranding.
A risk assessment and financial appraisal are
undertaken for all assets.
Fire weather and drought stress
Chronic Long term Damage to external areas and reduced air quality
locally.
Cost of business interruption.
Higher insurance premium.
Impact on asset value.
Drought risk mitigation measures are incorporated
into site design.
Heat stress
Chronic Long term Increased investment in retrofit measures.
Reduced thermal comfort of staff.
Retrofit costs and increased operating
costs to ensure thermal comfort and
building performance.
Developments are designed to maximise
adaptation to extreme heat. For example, building
orientation, shading and suitable ventilation.
Care is taken when refurbishing to increase
shading externally and reflect heat and use
reflective paint.
Precipitation stress (heavy rainfall)
Chronic Long term Damage to building structures and cost of
business interruption reflected in increased
insurance costs.
Higher insurance premium.
Impact on asset value.
For new developments, precipitation stress
mitigation measures are incorporated into site
design.
A risk assessment and financial appraisal are
undertaken for all assets.
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TASK FORCE ON CLIMATE‑RELATED FINANCIAL DISCLOSURES (“TCFD”) CONTINUED
STRATEGY CONTINUED
Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy and financial planning continued
The majority of Urban Logistics’ assets are considered to have a low physical risk. We have long been aware of the physical risk of flooding within the UK, and as such, this is considered
within our asset plans. However, we recognise the need for longer‑term forecasting and will aim to further embed the physical climate risk assessment into our strategy.
Climate-related transition risks
Type of risk Potential risks to portfolio Financial impact Potential financial impacts
Asset performance compliance and stranding risk
Policy &
Legal
The emerging legislative changes from the
Minimum Energy Efficiency Standards (“MEES”)
presents stranding and letting risks.
Increased costs associated
with refurbishing assets to
ensure compliance.
Asset performance compliance and stranding risk.
Biodiversity requirements
Policy &
Legal
Under the Environment Act 2021, in England, all
land development projects needing planning
permission must show a 10% biodiversity net gain
starting in February 2024.
Increased development
costs.
Creating a biodiversity enhancement plan, targeting the development of biodiverse sites on our
existing or adjacent land. After conducting a site survey, we have identified several acres of land
suitable for tree planting or other biodiversity initiatives. One of our tenants is currently converting
an initial site into a wildflower meadow. Additionally, we are collaborating with experts to stay
informed about upcoming regulations regarding biodiversity net gain.
Reporting compliance
Policy &
Legal
Reporting requirements for UK businesses
are evolving and becoming stricter. Any non‑
compliant disclosures or incorrect submissions risk
enforcement action/fines.
Increased costs to
ensure compliance with
additional risk to further
costs for non‑compliance.
We have partnered with ESG Consultants to ensure that we meet the necessary reporting
requirements and maintain minimum compliance for GRESB, EPRA, TCFD and MSCI. In 2023, we
achieved a GRESB score of 69, received a Gold rating in EPRA and obtained an MSCI rating of A.
Ourgoal for this year is to maintain the gold rating in EPRA.
Occupier behaviour
Market
Policy &
Legal
Demands from stakeholder groups for net zero
operations are growing and regulations around
energy efficiency are tightening, occupiers account
for the vast majority of total emissions. This presents
a risk to any future long‑term net zero ambitions.
Increased capital
expenditure to align with
regulatory requirements
and market demands.
In the previous year, we conducted a tenant survey, which revealed that 90% of respondents desired
further collaboration to enhance the ESG performance of buildings.
This feedback has been incorporated into ongoing conversations with tenants. As part of our
commitment, all new leases now include green clauses. Currently, we are developing our net zero
Scope 3 plan and actively collaborating with tenants to understand their own decarbonisation plans.
Decarbonisation of logistics sector
Market High transition costs to logistics occupiers,
increasing pressure on cost of occupation.
Increased localisation of production and
distribution of goods to reduce transport
emissions.
Reduced revenue.
Reduced rental growth.
We conducted a comprehensive tenant survey and implemented green clauses in all new
leases. These measures aim to ensure that occupiers recognise and prioritise the significance of
decarbonisation.
Furthermore, we have established a long‑term objective of developing a Scope 3 net zero plan,
actively collaborating with tenants to facilitate their transition towards achieving zero emissions.
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TASK FORCE ON CLIMATE‑RELATED FINANCIAL DISCLOSURES (“TCFD”) CONTINUED
STRATEGY CONTINUED
Climate-related opportunities
Potential financial impact Planning, strategy and management
Real Estate Market
Higher occupancy rates, premium rents, and potentially open doors to
new markets seeking sustainable properties, boosting overall revenue.
We have focused on improving EPC ratings in the portfolio and can show consistent growth in the percentage of the portfolio by
floor area with an EPC of A or B.
Resource Efficiency
Lower operating costs, translating to higher net operating income. We continue to investigate opportunities to improve energy efficiency within our buildings, which may lead to lower operating
costs for our tenants.
Energy
Lower operating costs, translating to higher net operating income. We have calculated the capital expenditure required to bring all buildings up to an EPC of B or above, using end‑of‑life CAPEX as
roofs, heating systems and lighting comes to the end of their lifecycle.
Capital Markets
Increased access to capital and lower borrowingrates. We continue to showcase our sustainability credentials to the market, reporting to external rating agencies, including GRESB, EPRA
and MSCI.
Resilience
Improve a building’s resilience against climate‑related disruptions,
potentially reducing maintenance costs and downtime.
Driving adoption of renewable energy on our assets, EV charging and regulatory compliant energy efficient buildings has meant
the assets within our portfolio are high‑quality stock and therefore attractive to high‑quality tenants.
We have assessed physical risks across two scenarios, providing comprehensive coverage across all potential future scenarios,
providing an understanding of the potential risks and impacts which may affect us. Our transition risks have been assessed using
a1.5°C CRREM scenario, allowing the identification of the risks across the portfolio.
Describe the resilience of the organisation’s strategy, taking into consideration different climate scenarios including a 2 degrees or lower scenario
Our analysis within this report has demonstrated that Urban Logistics’ strategy and business model boasts a strong level of resilience from climate‑related risks and subsequent regulations.
•
In a more disruptive RCP4.5 physical scenario, the portfolio faces a risk of flooding. However, measures have been identified to mitigate this risk, including incorporating mitigation
measures in site design, conducting thorough due diligence reports, and implementing appropriate insurance measures.
•
In a 1.5°C transition risk scenario, 37 assets are at risk of being stranded over the long term, meaning they may become economically unviable due to the transition to a low‑carbon
economy. Additionally, 25 assets are at risk of not meeting the Minimum Energy Efficiency Standards (“MEES”). To address these risks, EPC Plus reports are being conducted, and a net
zero study is being carried out to identify material efficiency measures that will support the decarbonisation of the portfolio.
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TASK FORCE ON CLIMATE‑RELATED FINANCIAL DISCLOSURES (“TCFD”) CONTINUED
RISK MANAGEMENT
Describe the organisation’s processes for identifying and assessing
climate-related risks
The ESG Committee advise the Audit Committee on specific risks relating to ESG, including
climate‑related risks and opportunities. We have previously undertaken a climate‑related risk
assessment across our entire portfolio to understand our physical and transition risks,
considering multiple time horizons and scenarios. We used sector and UK‑specific pathways
to assess alignment, and risk has been considered for both energy use and carbon
emissions, with high‑priority assets identified which represent significant absolute
emissions.
For the purposes of identifying transition climate‑related risks, we used our net zero target
date for Scope 1 and 2 emissions and considered a decarbonisation scenario in line with 1.5°C
of warming by 2100, to obtain a clearer understanding of stranding risk associated with our
portfolio. We are currently conducting a net zero baselining and scenario analysis study in
collaboration with an external ESG adviser. This study aims to provide us with a deeper
understanding of the stranding risk throughout our portfolio and identify the key actions
and interventions required to align with a 1.5°C pathway. The results of this analysis will be
released in 2024. Further details on our risk management process can be found in our full
TCFD Report, published separately.
Describe the organisation’s processes for managing
climate-related risks
We adopt an active asset management approach, allowing us to promptly identify and
address risks in real time while determining the most suitable management strategies.
Regular meetings with tenants, scheduled at least quarterly, are a crucial aspect of our asset
management practices. These meetings serve as a platform to discuss property‑specific
matters and address any concerns or issues raised by tenants. We have implemented several
strategies to effectively manage climate‑related risks within our business. Our ongoing
transition risk analysis, paired with our management of material physical risks and tenant
engagement, enables us to effectively manage climate‑related risks and adopt effective
mitigation strategies to ensure that we are well positioned to grow within the transition to a
low‑carbon economy. We recognise that our current approach to risk management is heavily
qualitative. Future disclosures will aim to include a quantitative approach to the
characterisation of the material financial impact of transition risk and opportunity.
Describe how processes for identifying, assessing and managing
climate-related risks are integrated into the organisation’s overall
riskmanagement
Strategic and operational risks are identified and maintained using a risk register, as outlined
on page 45 of our Annual Report. The Board analyses each risk recorded in the register and
assigns a risk rating based on its probability and impact, creating a risk hierarchy. This
evaluation process is conducted independently by each Director and then consolidated to
form a shared perspective with the Audit Committee’s support. The top Group risks
identified through this exercise are included in the Principal Risks section of our Annual
Report. This year, we ensured that all physical and transition climate‑related risks were
included in the longlist to ensure effective management of these risks.
The assessment and management of climate‑related risks are also managed at the asset
level, and embedded within our investment and asset management strategies for
acquisitions and major capital expenditures. The consideration of climate‑related risks
remains a key priority, we are focused on ensuring the investments we make do not have
significant climate‑related costs in the future. To ensure effective management, we hold
regular meetings with our tenants, at least quarterly. These meetings allow us to stay
informed about any potential climate‑related risks and address them proactively. Annual
sustainability targets are established and integrated into the responsibilities of asset
managers.
URBAN LOGISTICS’ CLIMATE‑RELATED RISK MANAGEMENT APPROACH
Identification and
management of ESG risks
Consideration of strategic ESG risk
alongside other principal risks
Consideration of
operational ESG risk
THE BOARD
ASSET MANAGER
AUDIT COMMITTEE
TENANTS
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TASK FORCE ON CLIMATE‑RELATED FINANCIAL DISCLOSURES (“TCFD”) CONTINUED
METRICS AND TARGETS
Disclose the metrics used by the organisation to assess
climate-related risks and opportunities in line with its strategy
andrisk management process.
Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 greenhouse gas
(“GHG”) emissions and the related risks
We are committed to promoting transparency and providing stakeholders with information
on our ESG disclosures and climate‑related performance. In line with the recommendations
of the TCFD, we use a comprehensive set of metrics to assess climate‑related risks and
opportunities. Urban Logistics has compiled Scope 1, 2 and 3 emissions, including a
complete portfolio footprint estimation. Our calculation of greenhouse gas emissions follows
UK Government conversion factors from BEIS and the Corporate Greenhouse Gas Protocol
location‑based methodology.
We recognise that Scope 3 emissions from the operations of our tenants represent the
largest source of emissions, accounting for over 95% of our carbon impacts. Managing these
emissions is challenging as we have limited direct control. To address this, we have engaged
with all tenants to support their decarbonisation efforts and gather data, which will inform
our Scope 3 GHG targets in the future. While our Scope 1 and 2 emissions are a smaller
proportion of our overall footprint, our commitment to achieving operational net zero
(Scopes 1 and 2) in 2024 remains a priority.
In addition to our internal reporting, we also report to external frameworks such as GRESB,
MSCI and the EPRA Sustainability Best Practices Recommendations. These frameworks
cover metrics such as greenhouse gas emissions, energy usage, certifications and training.
A breakdown of our emissions and environmental data can be found on page 118. These
reports provide comprehensive information on our sustainability efforts and progress.
Describe the targets used by the organisation to manage
climate-related risks and opportunities and performance
againsttargets
Urban Logistics has established specific targets to address climate‑related risks and
capitalise on the opportunities outlined in this report. Details of our targets, our progress
over the reporting period and our goals for the upcoming year can be located on page 30
of this Annual Report.
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S172 STATEMENT AND STAKEHOLDER ENGAGEMENT
Companies Act 2006 section 172
statement
In order to comply with section 172 of the
Companies Act 2006, the Board is required
to take into consideration the interests of
stakeholders and include a statement
setting out the way in which Directors have
discharged this duty during the year.
The Directors of the Company have acted in
a way that they considered, in good faith, to
be most likely to promote the success of the
Company for the benefit of its members as a
whole and, in doing so, had regard, amongst
other matters, to those matters set out in
section 172(1) (a) to (f) of the Companies Act
2006, being:
a) the likely consequences of any decision in
the long term;
b) the interests of the Company’s
employees;
c) the need to foster the Company’s
business relationships with suppliers,
customers and others;
d) the impact of the Company’s operations
on the community and the environment;
e) the desirability of the Company
maintaining a reputation for high
standards of business conduct; and
f) the need to act fairly between members
of the Company.
In doing so, the Directors have considered
the interests of the various stakeholders of
the Company, the impact the Company has
on the community and environment,
maintained a reputation for high standards
of business conduct and fair treatment of
shareholders, and taken a long‑term view on
the consequences of the decisions they take.
Fulfilling this duty supports the Company in
achieving its investment strategy and helps
ensure that all decisions are made in a
responsible and sustainable way.
To ensure that the Directors are aware and
understand their duties, they are provided
with all relevant Company information when
they are appointed to the Board and receive
regular updates and training on matters
where appropriate. Directors also have
access to the advice and services of the
Company Secretary as well as independent
advisers, should they wish. Directors receive
technical updates from the Company’s
advisers, the Company Secretary and the
Investment Manager and Adviser, as and
when appropriate. The Board has a schedule
of matters reserved for its approval which,
alongside the Terms of Reference of all
Board Committees, is reviewed on at least
an annual basis.
The Board continues to keep engagement
mechanisms under review so that they
remain effective.
Risk management
The Audit Committee has the responsibility
for the ongoing management of the
Company’s risk management and internal
controls. To the extent that they are
applicable, risks that are set out in s172
Companies Act 2006 are included in the
Company’s risk register and are subject to
regular review and monitoring.
Stakeholders
During the period under review, the Board
has discussed which parties should be
considered as stakeholders of the Company.
These are detailed in the table opposite.
Asan externally managed Real Estate
Investment Trust, the Company has no
employees and outsources its operations
tovarious service providers.
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S172 STATEMENT AND STAKEHOLDER ENGAGEMENT CONTINUED
IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII
Our shareholders Our communities Our Investment Adviser Our bankers/creditors
Who are they?
Those who own shares in the Company.
Who are they?
Those who live in areas where we work or
have assets. For example, local residents,
businesses, schools and charities.
Who are they?
Logistics Asset Management LLP.
Who are they?
Our principal financing partners are Barclays,
Santander, Lloyds and Aviva.
Why are they important to us?
Continued shareholder support is critical to
the sustainability of the Company and
delivery of the Company’s long‑term
business strategy.
Why are they important to us?
Maintaining strong relationships with the
people who work in our tenants’ businesses,
who are customers of our tenants and
neighbours to our sites, is essential in
maintaining our role as active, conscious
asset managers. Maintaining and developing
good relations with them supports our
mutual commitment to economically and
environmentally sustainable operations.
Why are they important to us?
The Investment Adviser’s performance is
critical for the Company to successfully
deliver its investment strategy.
Why are they important to us?
Gearing is an important part of our strategy
to grow our business and deliver returns to
shareholders.
What do they want from us?
Shareholders want a clearly articulated
strategy and effective communication of our
progress.
What do they want from us?
Our communities want us to be good
neighbours and to engage with the local
community to support a sustainable
economy, jobs and environment.
What do they want from us?
Our Adviser expects the Board to provide
clear direction in terms of overall strategy
and investment policy.
What do they want from us?
Our financing partners expect us to purchase
appropriate real estate in line with our
investment parameters and maintain
compliance with covenants and keep them
well informed.
How do we engage with them?
Through the Annual and Interim Reports and
announcements to the market. The Company
encourages and welcomes shareholder
queries at its Annual General Meeting. The
Board and senior members of the Investment
Adviser also make themselves available to
shareholders at its Annual General Meeting
and on an ad hocbasis.
Further information as to how the Company
has engaged with its shareholders can be
found on page 58.
How do we engage with them?
We engage with communities as
appropriate to our activities on each site.
Given the single let nature of our portfolio,
many sites do not have specific Community
engagement. Particular engagement is
carried out on development sites, to ensure
that developments are carried out in a way
which benefits the local community. Further
information as to how the Company has
engaged with our communities can be
found on page 121.
How do we engage with them?
The Board and the Investment Adviser have
a close working relationship. The Adviser
attends the regular Board meetings and is
required to seek Board approval for all major
property acquisitions and disposals. The
Management Engagement Committee
reviews the contractual arrangements with
the Investment Adviser annually. Further
information as to how the Company has
engaged with our Investment Adviser can
be found on pages 70 and 71.
How do we engage with them?
We report regularly to our banks throughout
the year and enjoy a good working
relationship with them. Further information
as to how the Company has engaged with
our bankers/creditors can be found on pages
26 & 27.
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S172 STATEMENT AND STAKEHOLDER ENGAGEMENT CONTINUED
IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII
Our partners Our tenants
Who are they?
Those who have a direct working or
contractual relationship with the Company.
This includes our external service providers,
such as lawyers, accountants and the
Company Secretary.
Who are they?
Everyone who uses our buildings, that is our
warehouse occupiers, their employees and
guests.
Why are they important to us?
As we outsource all our administrative
functions to external service providers, they
are critical to the administration and running
of our business.
Why are they important to us?
Serving our customers is the reason we exist.
Our occupiers provide us with rental income,
so it is essential we serve their needs and the
needs of their customers.
What do they want from us?
Our partners want us to be open and
straightforward in our dealings with them.
What do they want from us?
Customers want us to understand and
respond to their changing needs so their
businesses can thrive. That means providing
sustainable, efficient space and customer
service.
How do we engage with them?
We maintain open lines of communication
with all key partners to ensure a joint focus
towards positive collaboration and
constructive relationships. Further
information as to how the Company has
engaged with our various service providers
can be found on page 71.
How do we engage with them?
Through regular contact with our warehouse
occupiers to understand what is important
to them, and to evaluate the services we
provide. Our Adviser engages with tenants
on an ongoing basis, and maintains a very
high ratio of asset managers to assets to
allow them to do this.
While on‑site engagement is key, we also
formally request feedback on an annual
basis via a tenant engagement survey, to
ensure nothing is missed.
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S172 STATEMENT AND STAKEHOLDER ENGAGEMENT CONTINUED
Decision-making
The Board’s principal decisions each year
typically include approving acquisitions,
capital expenditure, capital raises (debt and
equity) and dividend payments. Examples of
the key decisions the Board has made
during the year under review can be found
in the table opposite. The importance of
stakeholder considerations in the context of
decision‑making is taken into account at
every Board meeting.
The Company’s business model is driven
byacquiring assets where we see the
opportunity to improve sustainability and
performance. This commitment sits at the
heart of the Company’s business.
Key Board decisions during the year Stakeholders
Decision to pay interim dividends Our shareholders
The Board targets a minimum annual total dividend of 7.60 pence per Ordinary Share. The Company is targeting an annual total return of
between 10% and 15% through a combination of dividends and growth in NAV. Details on the dividends paid to date can be found on
page100.
Decision to make disposals Our shareholders, our communities & environment
and our tenants
The Board is responsible for the ongoing review of investment activity and performance, and the control and supervision of the
Investment Adviser. Detail on our disposals for the year to date can be found on page 17.
Decision to appoint Logistics Asset Management as Investment
Adviser and G10 as AIFM.
Our shareholders, our communities & environment
and our tenants
The execution of the Company’s long‑term business strategy is of paramount importance to the Board, a critical component of which
is the performance of the Investment Adviser and Manager. Details of how the Board determines the Management arrangements can be
found on pages 70 and 71.
Decision on Director recruitment Our shareholders, our communities & environment
and our tenants
Through the dedicated Nomination Committee, chaired by Nigel Rich CBE, the Board considers and determines key decisions
surrounding Director recruitment. Detail on how the Board approaches this responsibility, including the appointment of Lynda Heywood
within the period, and Cherine Aboulzelof post period, can be found on pages 62 to 64.
Decision on API Our shareholders, our communities & environment
and our tenants
The Board is responsible for the overall strategy and growth including potential corporate actions. Details on our assessment of API,
including the rational for the decision to withdraw from the process can be found on page 8.
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
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43
KEY PERFORMANCE INDICATORS
Our aim is to deliver
sustainable earnings
and long-term capital
growth through the
execution of our
strategy. We track
our progress against
six key performance
indicators to monitor
the performance of
theGroup.
1. A full reconciliation between IFRS earnings per
share and adjusted earnings per share can be
found in note 13 of the Financial Statements.
TOTAL ACCOUNTING RETURN (%)
TAR measures the movement in EPRA NTA per
share plus dividends paid during the period,
expressed as a percentage of the EPRA NTA per
share at the beginning of the period. Our
objective is to deliver long-term returns through
execution of our strategy.
Performance
TAR of 3.3% for the year ended 31 March 2024
(31 March 2023: -9.9%).
LOAN TO VALUE (%)
LTV measures the proportion of our property
assets that are funded by borrowings. Our
medium-term target is 30-40% of the Group’s
gross asset value.
Performance
LTV of 29.3% at 31 March 2024 (31 March 2023:
29.0%).
WAULT (years)
WAULT is the average unexpired lease term
across the invested portfolio, weighted by
annual passing rents. It is used to determine
thequality of our investment portfolio. Our
medium-term target is five to seven years
across the portfolio.
Performance
WAULT of 7.5 years at 31 March 2024
(31March2023: 8.2 years).
EPRA NTA PER SHARE (p)
EPRA NTA per share is the value of our assets
less the book value of our liabilities, calculated
in accordance with EPRA guidelines, that is
attributable to our shareholders. Our aim is to
build on long-term asset value growth whilst
managing liabilities.
Performance
EPRA NTA per share of 160.27p at 31 March 2024
(31 March 2023: 162.44p).
ADJUSTED EARNINGS PER SHARE
1
(p)
Adjusted EPS measures the Group’s underlying
operating results and provides an indication of
the extent to which current dividend payments
are supported by earnings. For further
information see note 13 of the Financial
Statements.
Performance
Adjusted EPS of 6.89 pence per share for the year
ended 31 March 2024 (31 March 2023: 6.93 pence).
TOTAL COST RATIO (%)
The ratio of our property operating and
administrative costs expressed as a percentage
of the Group’s gross rental income.
Performance
Total cost ratio of 18.9% for the year ended
31 March 2024 (31 March 2023: 21.2%).
2024
2024
3.3
29.3
2023
2023
(9.9)
29.0
2022
2022
28.9
11. 3
2021
2021
15.6
27.9
2020
2020
5.6
0.0
2024
2024
2024
2024
7.5
160.27
6.89
18.9
2023
2023
2023
2023
8.2
162.44
6.93
21.2
2022
2022
2022
2022
7.7
188.78
6.71
21.8
2021
2021
2021
2021
7.4
152. 33
6.76
21.3
2020
2020
2020
2020
4.9
137.89
7.66
18.9
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
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44
PRINCIPAL RISKS AND UNCERTAINTIES
Risk appetite statement
The Company’s assets are made up of UK
commercial property. Its principal risks are
therefore related to the commercial property
market in general and also to the particular
circumstances of the individual properties
and the tenants within the properties. Taking
this into account, the Company’s risk
appetite policies and procedures, alongside
the appropriate controls and financial
reporting, are regularly reviewed and
updated to ensure they remain in line with
regulation, corporate governance and
expected industry practice.
The Board has performed a robust
assessment of the principal strategic, ESG
and operational risks facing the Company as
well as assessing identifiable emerging risks.
The Board formally reviews its risk matrix
twice yearly but is made aware of any risk
exposure either as and when it happens or
atthe regular Board meetings. The Audit
Committee, which I chair, reviews the
register, and oversees the process of
assigning operational responsibility of risk
mitigation processes to Board Committees
or the Investment Adviser.
Urban Logistics utilises a multi‑layered
defence in terms of risk management.
Thefirst line of defence comprises the
management team at Logistics Asset
Management LLP (the “Investment Adviser”),
who take ownership of the risk, manage and
report against the internal controls to
mitigate it, and report to the Board or Board
Committees against the agreed risk matrix.
The second line of defence is built around
oversight and challenge, which is the
responsibility of the Board and reported on
by the independent Directors who make up
the Audit Committee.
In addition to these internal lines of defence,
the Board also takes comfort from
compliance reports delivered by a number
of external professional advisers. These
include our external auditors RSM, who
provide a report on their audit of the
Financial Statements and published
accounts, our tax advisers BDO, who provide
a report on tax status and REIT compliance,
our external AIFM, G10, who report on
regulatory compliance, our external
Company Secretary who provide a report on
compliance with governance requirements
and our depository, Indos, who provide a
report on cash compliance.
Risks are measured based on probability and
potential impact using a scoring matrix. This
is populated by each of the Directors
independently, and then collated into a heat
map which seeks to identify the most
prescient of risks, which I then review and
propose amendments to, as Chairman of the
Audit Committee. The output from the heat
map draws out top risks which are detailed
here, and the movement from the prior year.
The commentary below discusses both how
the Board sees the potential impact of the
risk, as well as the actions being taken to
mitigate it.
Bruce Anderson ACMA FCIOBS
Chairman of the Audit Committee
Remote Possible Highly probable
Insignificant Moderate Major
Probability
Impact
1
2
2
7
7
3
3
1
4
4
5
5
6
6
8
8
9
9
Key:
##
Change in year
PRINCIPAL RISKS AND UNCERTAINTIES
RISK HEAT MAP
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45
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
The Board is responsible for determining the nature and extent of the principal risks that the Group is willing to take in achieving its objectives, and has carried out a robust assessment of
the principal risks facing the Group, including those that would threaten the business model, future performance, solvency or liquidity. The Board recognises that its ability to manage risk
effectively throughout the organisation is central to the Company’s success.
Risk Potential impact Mitigation
IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII
01.
INABILITY TO RAISE NEW
MONEY TO DEVELOP THE
BUSINESS
Impact on the ability to execute against the pipeline and grow the
business.
We are able to stop all new development and acquisitions, but
could continue asset management within the existing portfolio to
enable growth.
Group LTV levels are currently below the maximum allowed for the
REIT, giving headroom for further debt if needed or deemed
desirable.
We regularly review alternate methods of growing the business,
including M&A and structures with private capital.
IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII
02.
WEAKENING
MACRO‑ECONOMIC
ENVIRONMENT IN THE UK,
INCLUDING HIGHER INTEREST
RATES, INFLATIONARY
PRESSURES AND THE RISK OF
RECESSION
Impact on tenants, financial strength and subsequent potential
higher vacancy rates, lower rents and a fall in the ERV and capital
values of our portfolio, alongside the risk of bad debt.
In an individual tenant failure scenario, quality of asset and location
mitigates the risk as assets can be re‑let quickly.
In the case of a sector‑specific downturn scenario, the Group has a
diverse tenant base and is not overexposed to any one tenant.
The Investment Adviser also performs regular ‘tenant financial
health’ checks to gain an early warning on potential issues,
combined with regular site visits to understand tenant operations.
IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII
03.
INSUFFICIENT FUNDS AND
AVAILABLE CREDIT FOR
OPERATIONAL
REQUIREMENTS OF THE
BUSINESS, INCLUDING
INVESTING IN CAPEX FOR
EXISTING PORTFOLIO
Impact on the ability to develop properties in line with our active
asset management mandate.
Impact on our ability to meet obligations as they fall due.
Cash flow forecasts are prepared and presented to the Board on a
six‑monthly basis.
Loan covenants have sufficient headroom to gain access to
additional capital if required.
Our bank facility includes a £51 million RCF, designed
to give operational flexibility in funding CAPEX and other needs.
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46
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
Risk Potential impact Mitigation
IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII
04.
LOSS OF KEY PERSONNEL IN
THE INVESTMENT ADVISER.
Impact on our ability to effectively manage the Fund without the
services of key personnel who are contracted to the Investment
Adviser.
A new Investment Adviser contract has been awarded, and The
Pacific Investments Group has been bought out of the Adviser,
meaning the day‑to‑day management team have full ownership of
the Adviser.
The Adviser has added additional staff within the management
company.
IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII
05.
BREACH OF BANK
COVENANTS.
Financial impacts of a breach in covenants, which may result in an
impact of reduced access to credit in the future.
The Group has three banking covenants that are reviewed
quarterly:
1. Loan to value
2. Historical Interest Cover (“HIC”)
3. Projected Interest Cover (“PIC”)
Banking reports are prepared by the Investment Adviser and
compliance certificates signed by a member of the Board.
Continuous monitoring of the property cycle.
The Group also maintains the ability to make ‘cure’ payments to
remedy a breach.
The Group currently has circa £100 million of unencumbered assets
which could be used to remedy a breach.
IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII
06.
RISK OF HIGHER INTEREST
RATES AFFECTING FINANCIAL
PERFORMANCE.
Impact on our ability to meet our shareholder return targets if
higher interest rates increase the cost of capital.
These risks are mitigated through the use of long‑term debt and
high‑hedging levels.
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PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
Risk Potential impact Mitigation
IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII
07.
FINANCIAL LOSS DUE TO
CYBER CRIME.
Impact on cash flow and ability to deliver financial returns to
shareholders.
The Investment Adviser uses Sereno IT to provide all outsourced IT
capabilities, and all staff undergo regular training to make them
aware of potential social manipulation.
All payments require multiple independent approvals, with the
final approval given by G10, as our AIFM.
The Investment Adviser also carries crime insurance.
IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII
08.
ESG ROADMAP NOT
SUFFICIENTLY AMBITIOUS
AND DETAILED.
Impact on our ability to raise debt and equity capital if our ESG
strategy and roadmap is not sufficiently ambitious and detailed.
The ESG Committee meet twice a year to review ESG strategy, and
ensure sufficient ambition in the roadmap.
ESG strategy, risks and opportunities are discussed and considered
at the Audit Committee, as well as at the Board strategy day and
with the main Board where relevant.
IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII
09.
FAILURE TO MAINTAIN REIT
STATUS.
Impact on shareholder returns by creating taxable income. Inability
to raise further capital due to status.
Compliance with the REIT rules is reported in the quarterly
management accounts.
External specialists are engaged to prepare a report on all tax
filings by the REIT.
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
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48
VIABILITY STATEMENT
The Board has assessed the prospects of the Group over a period longer than the twelve months required by
the relevant ‘going concern’ provisions. In reviewing the Company’s viability, the Directors have assessed the
viability of the Company for the period to 31 March 2029 (the “Period”).
The Board believes that the Period, being five years, is an appropriate time horizon over
which to assess the viability of the Company, particularly when taking into account the
long‑term nature of the Company’s investment strategy, the cyclical nature of property
investment and the principal risks documented in the Strategic Report on pages 1 to 49.
In making this statement, the Directors have considered and challenged the reports of the
Investment Adviser in relation to the resilience of the Group, taking account of its current
position, the principal risks faced in severe but reasonable scenarios, including a stressed
scenario, the effectiveness of any mitigating actions and the Group’s risk appetite.
In addition, the Board also considered a number of other factors when assessing the viability
of the Company:
•
strong rent collection rates. 99% of all rent due and demanded was collected in the year;
•
the weighted average unexpired lease term was 7.5 years;
•
sufficient liquidity with £30 million of cash balances and £51 million of available facilities
to drawdown at the year end;
•
97% of the Group’s drawn debt facilities are hedged or fixed and at the year end had
aweighted average maturity of 5.4 years, with the first refinance in August 2025.
Thisrefinance is already underway; and
•
the Group’s loan to value at 31 March 2024 was 29.3%.
Sensitivity analysis has been undertaken to consider the potential impacts of such risks on
the business model, future performance, solvency and liquidity over the Period, both on an
individual and combined basis. In particular, this has considered:
•
a weakening macro‑economic environment leading to a significant fall in property
valuation which was sensitised up to 35%;
•
changes in the occupational market impacting lettings; and
•
higher inflation in UK and Global marketed leasing to higher cost of capital and an
additional 5% increase in forecast vacancy rate due to tenant failure.
Reverse stress testing was also undertaken over the Period. In isolation, it would take at least
a 35% reduction in the portfolio valuation to breach the loan to value covenant. Rental
income would need to decrease, on average, by approximately 43% prior to any breach of the
interest cover covenants. The Group has assumed the Barclays led loan facility is refinanced
in the forecast period.
The Directors have determined that a five‑year look forward to March 2029 is an appropriate
period over which to provide its viability statement. This is consistent with the outlook period
used in medium‑term forecasts regularly prepared for the Board by the Investment Adviser
and the discussion of any new strategies undertaken by the Board in its normal course of
business.
These reviews consider both the market opportunity and the associated risks, principally the
ability to raise third‑party funds and invest capital, or mitigating actions taken, such as a
reduction of dividends paid to shareholders or utilisation of additional drawings.
Based on this assessment, the Directors have a reasonable expectation that the Company
will be able to continue to operate and to meet its liabilities as they fall due to the period to
31 March 2029.
Approval of Strategic Report
The Strategic Report, including Operational and Financial Highlights, Chairman’s Statement,
Investment Adviser’s Report, Key Performance Indicators and Principal Risks and
Uncertainties, was approved by the Board of Directors and signed on its behalf by:
Nigel Rich, CBE
Chairman
19 June 2024
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
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49
A
M
N
E
Independent|4
Non-independent |1
Board by
gender
Board by
independence
Male|3
Female|2
BOARD OF DIRECTORS
Nigel Rich CBE FCA
Independent Non‑Executive Chairman
Date of appointment: January 2017
External appointments:
Nigel is Chairman of Foxtons Group plc, a Director of Matheson & Co.
Limited and a Director of Chelsea Square Garden Limited.
Experience and contribution:
Nigel brings a wealth of Board experience, having operated across the
globe in senior positions.
He served as the Group Chief Executive of Trafalgar House plc from
1994 to 1996 and previously spent 20 years with the Jardine Matheson
Group in Asia and Africa, before becoming Managing Director of the
Group from 1989 to 1994.
Nigel has served as the Chairman of the Board of CP Ships, Exel,
Hamptons, Xchanging, as well as Segro. He has been a Director of
Granada, ITV, Harvey Nichols, AVI Global and Pacific Assets. He has also
been a member of the Takeover Panel (UK).
Annual remuneration: £100,000
Employment by the Investment Adviser: None
Other connections with the Company, AIFM or Investment Adviser:
None
Shared external directorships with any other Company Directors:
None
Shareholding in Company:
590,536 Ordinary Shares
A
M
N
E
Heather Hancock LVO DL
Independent Non‑Executive Director and Senior
Independent Director (from 12 May 2023)
Date of appointment: June 2020
External appointments:
Heather is Master of St. John’s College, Cambridge (in which capacity
she also serves as a Trustee of the University of Cambridge), the senior
independent Board member at the Department of the Environment,
Food and Rural Affairs, a Director of Amerdale Limited and
Non-Executive Director of Rural Solutions Limited. She is also a Trustee
of the Chatsworth Settlement Trust, chairs the Royal Countryside Fund.
Experience and contribution:
Heather brings to the Board many years of high-level experience in
strategy, governance and leadership, gained in the real estate sector
and wider economy. In her current roles, she oversees extensive real
estate portfolios of investment, development, strategic site and
agricultural property assets across the UK, and provides insight and
expertise to Defra.
Previously, Heather has been Chair of the Food Standards Agency,
Managing Partner at Deloitte and has served as the Executive Director
of Yorkshire Forward, leading on the assembly of a £35 million
property portfolio.
Heather served as a trustee for the Prince’s Trust, for which she was
awarded the LVO in 2013.
Annual remuneration: £70,000
Employment by the Investment Adviser: None
Other connections with the Company,
AIFM or Investment Adviser: None
Shared external directorships with any other Company Directors:
None
Shareholding in Company:
14,388 Ordinary Shares
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
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50
A
Audit Committee
E
ESG Committee
M
Management Engagement Committee
N
Nomination Committee Committee Chair
BOARD OF DIRECTORS CONTINUED
A
M
N
E
A
M
N
E
A
M
N
E
Lynda Heywood FCA FCT
Independent Non‑Executive Director
Date of appointment: May 2023
External appointments:
Lynda is a Non-Executive Director of Atrato Partners Limited.
Experience and contribution:
Lynda brings experience as a finance leader at FTSE 100 companies
from her 20-year tenure at Kingfisher, and six years at Tesco, holding
group treasurer roles at both organisations.
In her role in the finance leadership team at Tesco, she was responsible
for capital structure, liquidity and financial risk management, and was
instrumental in delivering the group’s property JV acquisitions. Lynda
also sat on the Investment and Risk Committee of the Tesco Pension
Scheme, which held a significant real estate portfolio.
Lynda has been a member of the Money Markets Committee of the
Bank of England. She qualified as a chartered accountant with BDO
Stoy Hayward, and is a fellow of the Association of Corporate
Treasurers.
Annual remuneration: £50,000
Employment by the Investment Adviser: None
Other connections with the Company,
AIFM or Investment Adviser: None
Shared external directorships with any other Company Directors:
None
Shareholding in Company:
21,024 Ordinary Shares
Richard Moffitt
Non‑Independent Director & CEO of Investment Adviser
Date of appointment: January 2016
External appointments:
Richard is Chairman of ELREP Asset Management LLP and M1 Agency
LLP. Further information can be found in note 32 of the Financial
Statements.
Experience and contribution:
Previously an Executive Director at CBRE, where he was Head of the
UK Industrial team, Richard has over 30 years’ specific real estate
logistics experience.
He has an in-depth understanding of the market dynamics, credibility
with owners and operators of logistics assets, a thorough
understanding of both owner and tenant requirements, and an
extensive network of contacts across the real estate universe.
He is a member of the Chartered Institute of Logistics and Transport.
Annual remuneration: Richard has waived his right to receive any
remuneration as a Director of the Company.
Employment by the Investment Adviser: Richard leads the
investment advisory team as CEO
Other connections with the Company,
AIFM or Investment Adviser: M1 Agency LLP
Shared external directorships with any other Company Directors:
None
Shareholding in Company:
1,477,306 Ordinary Shares
Bruce Anderson ACMA FCIOBS
Independent Non‑Executive Director
Date of appointment: January 2016
External appointments:
Bruce is currently Chairman of Hire and Supplies Limited, a plant hire
based in Dumfries, and an adviser to the Housing Growth Partnership
Fund. Bruce is a Trustee of Edinburgh Athletic Club and a former
Non-Executive Director of Green Property Limited.
Experience and contribution:
Bruce has considerable real estate and financial services experience,
having worked in senior roles at Lloyds, HBoS and Bank of Scotland
with 20 years of investment-led boardroom positions. He has
experience with both real estate companies and REITs across the UK,
Europe and the Far East.
At Lloyds he was Head of Joint Ventures for the Specialist Finance
division, responsible for a mixed portfolio of real estate, including both
equity and debt elements. He is a qualified accountant.
Annual remuneration: £60,000
Employment by the Investment Adviser: None
Other connections with the Company,
AIFM or Investment Adviser: None
Shared external directorships with any other Company Directors:
None
Shareholding in Company:
67,000 Ordinary Shares
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51
CORPORATE GOVERNANCE STATEMENT
Nigel Rich CBE
Chairman
THE BOARD IS COMMITTED TO
THE HIGHEST STANDARDS OF
GOVERNANCE AND RECOGNISES
ITS RESPONSIBILITY TO SERVE
ALL SHAREHOLDERS.
The Board is committed to the highest
standards of corporate governance and
recognises its responsibility to serve the
interests of shareholders by creating
sustainable growth and shareholder value
over the medium to long term, whilst also
reducing or mitigating risk.
Compliance with the AIC Code
of Corporate Governance
(the “AIC Code”)
The Board considers the practice of good
governance to be an integral part of the way
it manages the Company and is committed
to maintaining the highest standards of
financial reporting, transparency and
business integrity.
As Urban Logistics REIT plc is a UK-listed
company, the Board’s principal governance
reporting obligation is in relation to the UK
Code of Corporate Governance (the “UK
Code”) issued by the Financial Reporting
Council (the “FRC”). However, it is recognised
that investment companies have special
circumstances which have an impact on their
governance arrangements. An investment
company typically has no employees, and as
such, the daily functions of the Company are
outsourced to third parties. The Association of
Investment Companies has therefore set up
its own AIC Code, last updated in February
2019, which recognises the nature of
investment companies by focusing on
matters such as board independence and
thereview of management and other
third-party contracts.
The AIC Code is endorsed by the FRC and
confirmed that companies which report
against the AIC Code will meet their
obligations in relation to the UK Code and
Listing Rule 9.8.6. The Board has chosen to
report against the AIC Code as it believes
that its principles and recommendations will
provide better information to shareholders
than reporting against only the UK Code.
A copy of the AIC Code can be found at
www.theaic.co.uk.
A copy of the UK Code can be obtained at
www.frc.org.uk.
The UK Code includes provisions relating to:
•
the role of the Chief Executive;
•
Executive Directors’ remuneration; and
•
the need for an internal audit function.
The Board considers that these provisions
are not relevant to the position of Urban
Logistics, being an externally managed real
estate investment company. In particular, all
of the Company’s daily management and
administrative functions are outsourced to
third parties. As a result, the Company has
no Executive Directors, employees, or
internal operations such as an internal audit
function. The Company has therefore not
reported further in respect of these
provisions, and in the circumstances do not
feel it is necessary to form a Remuneration
Committee.
The Board has elected not to set up a
separate Remuneration Committee, (and
therefore is non-compliant with provisions
37-42 of the AIC code) given the only
remuneration being decided is the
remuneration of the four independent
Non-Executive Directors. The need for a
separate Committee will be kept under
review but, at present, the functions which a
Remuneration Committee would be
responsible for are overseen by the full
Board. The Board considers the Company is
compliant with provision 39 as the Board
determines the remuneration of the
Non-Executive Directors in accordance with
the Company’s Articles of Association and
provision 40 is not applicable as a
remuneration consultant has not been
appointed.
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52
Application of AIC Code principles
The table below outlines the main principles of the AIC Code, provides an overview of compliance and signposts to sections of the report where these principles have been applied.
Board leadership and purpose
Principle
A
A successful company is led by an effective Board, whose role is
to promote the long-term sustainable success of the Company,
generating value for shareholders and contributing to wider
society. (Incorporates relevant content from UK Code Principle A)
In managing the Company, the aim of the Board and of the
Investment Adviser is to ensure the long-term sustainable success of
the Company. The Company takes an active interest in ESG across
its portfolio.
Strategic Report, pages 1 to 49
Board of Directors, pages 50 and 51
Business model, page 9
Principle
B
The Board should establish the Company’s purpose, values and
strategy, and satisfy itself that these and its culture are aligned.
All Directors must act with integrity, lead by example and
promote the desired culture. (UK Code Principle B)
The purpose of the Company is to acquire and manage high-quality,
single-let logistics assets and generate both income and capital
growth for our shareholders.
Strategic Report, pages 1 to 49
Our culture, pages 9 and 58
Our purpose, page 9
How we add value, page 9
Principle
C
The Board should ensure that the necessary resources are in
place for the Company to meet its objectives and measure
performance against them. The Board should also establish a
framework of prudent and effective controls, which enable risk
to be assessed and managed. (UK Code Principle C)
The Directors regularly consider the Company’s financial position
with reference to the business model, the balance sheet, cash flow
projections, availability of funding and contractual commitments.
The Company’s objective is to deliver total investment returns
through both income, with regular dividends providing shareholders
with a sustainable income stream that will grow over the medium
term, and targeted capital growth which the Company believes will
enhance shareholders’ total return over the long term.
In order to effectively assess and manage risk, appropriate controls
and policies are in place and are regularly reviewed and assessed by
the Audit Committee. More information can be found in the Audit
Committee Report.
Further information on resources in place for the Company to meet
its objectives and measure performance against them can be found
in the Sustainability Report and principal risks and uncertainties.
Sustainability Report, pages 28 to 32
Principal risks and uncertainties,
pages 45 to 48
Risk management and internal
control, pages 45 to 48
Principle
D
In order for the Company to meet its responsibilities to
shareholders and stakeholders, the Board should ensure
effective engagement with, and encourage participation from,
these parties. (UK Code Principle D)
In our section 172 statement we describe our key stakeholders, the
reason they are important to us and how we engage with them.
Stakeholders, pages 40 to 42
Section 172 statement, pages
40to43
Shareholder engagement, page 58
CORPORATE GOVERNANCE STATEMENT CONTINUED
Strategy and business model
The Company has a clear and established strategy and business model which promotes long-term value for shareholders. Further detail on the Company’s strategy and business model can
be found in the Investment Adviser’s Report on pages 10 to 27.
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
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Application of AIC Code principles continued
Division of responsibilities
Principle F The Chairman leads the Board and is responsible for its overall
effectiveness in directing the Company. They should
demonstrate objective judgement throughout their tenure and
promote a culture of openness and debate. In addition, the
Chairman facilitates constructive Board relations and the
effective contribution of all Non-Executive Directors, and
ensures that Directors receive accurate, timely and clear
information. (UK Code Principle F)
The Chairman, independent on appointment, leads the Board and
ensures that debates are balanced and open whilst promoting
behaviours which make up the Company’s culture.
The annual evaluation of the Board’s effectiveness always considers
the performance of the Chairman, and whether he has performed
his role effectively. The Directors, led by the Senior Independent
Director, have concluded that the Chairman has fulfilled his role and
performed well to support the effective functioning of the Board.
Role of the Chairman, page 57
The Board, page 57
Principle G The Board should consist of an appropriate combination of
Directors (and, in particular, independent Non-Executive
Directors) such that no one individual or small group of
individuals dominates the Board’s decision-making.
(Incorporates relevant content from UK Code Principle G)
During the year under review, the Board consisted of five
independent non-executive Directors and two non-independent
non-executive Directors. Mark Johnson (who stepped down from
the Board on 11 May 2023) and Richard Moffitt are not independent
due to their relationship with the Investment Adviser. In the Board’s
opinion, each Director continues to provide constructive challenge
and robust scrutiny of matters that come before the Board.
The Board also considers the composition of the Board, as well as
the longer-term succession plans.
Board of Directors, pages 50 and 51
Board Committees, page 59 to 60
Principle H
Non-Executive Directors should have sufficient time to meet
their Board responsibilities. They should provide constructive
challenge, strategic guidance, offer specialist advice and hold
third-party service providers to account. (Incorporates relevant
content from UK Code Principle H)
The Board considers the required time commitment annually and,
during the year under review, the Board concluded that all Directors
continued to devote sufficient time to the business of the Company.
Through their contributions in meetings, as well as outside of the
usual meeting cycle, the Directors share their experience and
guidance with, as well as constructively challenge, the AIFM and the
Investment Adviser.
The Board, supported by the Management Engagement
Committee, regularly assesses the performance of all third-party
service providers.
Board composition and succession,
page 57
Management Engagement
Committee Report, pages 70 and 71
Principle I
The Board, supported by the Company Secretary, should ensure
that it has the policies, processes, information, time and
resources it needs in order to function effectively and efficiently.
(UK Code Principle I)
The Board’s responsibilities are set out in the schedule of matters
reserved for the full Board and certain responsibilities are delegated
to its Committees, so that it can operate effectively and efficiently.
These are available on the Company website. Supported by its
Committees, the Board has overall responsibility for the purpose,
strategy, business model, performance, framework for risk
management and internal controls and governance matters, as well
as engagement with shareholders and other key stakeholders.
Directors are also provided with any relevant information and have
access to the Company Secretary and independent advisers, if
required.
The Board, page 57
Section 172 statement, pages
40to43
Induction of new Directors, page 58
CORPORATE GOVERNANCE STATEMENT CONTINUED
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Application of AIC Code principles continued
Composition, succession and evaluation
Principle J Appointments to the Board should be subject to a formal,
rigorous and transparent procedure, and an effective succession
plan should be maintained. Both appointments and succession
plans should be based on merit and objective criteria and,
within this context, should promote diversity of gender, social
and ethnic backgrounds, cognitive and personal strengths.
(Incorporates relevant content from UK Code Principle J)
The Nomination Committee, comprising independent
non-executive Directors, is responsible for identifying and
recommending to the Board the appointment of new Directors.
Anynew Board appointment is subject to a formal and rigorous
process and the details of this process are always disclosed in
Annual Reports.
The Company’s policy on the tenure of Directors also helps to guide
long-term succession plans, and recognises the need for and value
of progressive refreshing of the Board.
Board composition and succession,
pages 57 to 58
Diversity, pages 63 to 64
Nomination Committee Report,
pages 62 to 64
Principle K
The Board and its Committees should have a combination of
skills, experience and knowledge. Consideration should be
given to the length of service of the Board as a whole and
membership regularly refreshed. (UK Code Principle K)
The Nomination Committee is responsible for identifying and
recommending to the Board the appointment of new Directors and
considering long-term succession plans.
Board of Directors, pages 50 and 51
Nomination Committee Report,
pages 62 to 64
Board Committees, page 59
Board composition and succession,
page 57
Principle L Annual evaluation of the Board should consider its composition,
diversity and how effectively members work together to achieve
objectives. Individual evaluation should demonstrate whether
each Director continues to contribute effectively (UK Code
Principle L)
The Directors consider the evaluation of the Board, its Committees
and themselves, to be an important aspect of corporate
governance, and evaluations are undertaken annually.
Nomination Committee Report,
pages 62 to 64
Audit, risk and internal control
Principle M
The Board should establish formal and transparent policies and
procedures to ensure the independence and effectiveness of
external audit functions and satisfy itself on the integrity of
financial and narrative statements. (Incorporates relevant
content from UK Code Principle M)
The Committee supports the Board in fulfilling its oversight
responsibilities by reviewing the performance of the external
auditor, audit quality, as well as the auditor’s objectivity and
independence. The Committee also reviews the integrity and
content of the Financial Statements, including the ongoing viability
of the Company.
Risk management and internal
control, page 59
Audit Committee Report, pages
65to 67
Notes 3 and 4 to the Financial
Statements, pages 93 to 97
Principle N The Board should present a fair, balanced and understandable
assessment of the Company’s position and prospects. (UK Code
Principle N)
The Audit Committee supports the Board in assessing whether the
Company’s Annual Report presents a fair, balanced and
understandable assessment of the Company’s position and
prospects.
Strategic Report, pages 1 to 49
Fair, balanced and understandable,
page 67
Audit Committee Report, pages
65to 67
Independent Auditor’s Report,
pages 80 to 85
Financial Statements, pages 80 to 113
CORPORATE GOVERNANCE STATEMENT CONTINUED
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Application of AIC Code principles continued
Audit, risk and internal control continued
Principle O The Board should establish procedures to manage risk, oversee
the internal control framework, and determine the nature and
extent of the principal risks the Company is willing to take in
order to achieve its long-term strategic objectives. (UK Code
Principle O)
The Audit Committee supports the Board through its independent
oversight of the financial reporting process, including the Financial
Statements, the systems of internal control and management of
risk, the appointment and ongoing review of the quality of the work
and independence of the Company’s external auditor.
Principal risks and uncertainties,
pages 45 to 48
Viability statement, page 49
Audit Committee Report, pages
65to 67
Management Engagement
Committee Report, pages 70 and 71
Risk management and internal
control, page 59
Note 24 to the Financial
Statements, pages 109 to 112
Remuneration
Principle P Remuneration policies and practices should be designed to
support strategy and promote long-term sustainable success.
(Incorporates relevant content from UK Code Principle P)
The Directors, with the exception of Richard Moffitt, are all
non-executive and independent of the Investment Adviser. They
receive fees and no component of any Director’s remuneration is
subject to performance factors.
Whilst there is no requirement under the Company’s Articles of
Association or letters of appointment for Directors to hold shares in
the Company, all of the Directors do hold shares in the Company.
Strategic Report, pages 1 to 49
Directors’ Remuneration Report,
pages 72 to 75
Directors’ Remuneration Policy,
pages 74 and 75
Principle Q A formal and transparent procedure for developing policy on
remuneration should be established. No Director should be
involved in deciding their own remuneration outcome.
(Incorporates relevant content from UK Code Principle Q)
As the Company has no employees and the Board is comprised
wholly of Non-Executive Directors, the Board has not established a
separate Remuneration Committee. Directors’ remuneration is
determined by the Board as a whole, at its discretion within an
aggregate ceiling as set out in the Company’s Articles of Association.
Each Director abstains from voting on their own individual
remuneration.
The terms and conditions of the Directors’ appointments are set out
in letters of appointment, which are available for inspection on
request at the registered office of the Company.
Directors’ Remuneration Report,
pages 72 to 75
Principle R Directors should exercise independent judgement and
discretion when authorising remuneration outcomes, taking
account of Company and individual performance, and wider
circumstances. (UK Code Principle R)
The process of reviewing the Directors’ fees is described in the
Remuneration Report, although as there are no performance-
related elements of the remuneration, there is very little scope for
the exercise of discretion or judgement.
Directors’ Remuneration Report,
pages 72 to 75
CORPORATE GOVERNANCE STATEMENT CONTINUED
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56
Role of the Chairman
As Chairman of the Board, I have overall
responsibility for the quality of the corporate
governance arrangements of the Company
and the approach that is taken to ensure
corporate governance compliance is
achieved. The Board as a whole has the
responsibility and a legal obligation to
promote the interests of the Company and
isresponsible for defining the Company’s
corporate governance arrangements.
My role as Chairman is to lead the Board and
I am responsible for its overall effectiveness
in directing the Company. I strive to promote
a culture of openness and debate amongst
the Board and to facilitate effective
contribution from all Board members.
The AIC Code requires the Chairman to be
independent upon appointment. I have
been considered independent since my
appointment in January 2017 and I have no
relationships that may create a conflict of
interest with shareholders.
Senior Independent Director
The Company’s Senior Independent Director
during the financial year ended
31March2023 was Jonathan Gray. At a
general meeting held on 11 May 2023,
shareholders approved certain proposals
relating to the management arrangements
of the Company. On that date, Heather
Hancock succeeded him in this role.
AsSenior Independent Director, Heather
provides a channel for any shareholder
concerns regarding the Chairman, and will
lead future annual performance evaluations
of the Chairman. The performance
evaluation ofthe Chairman for the year
ended 31 March 2024 was led by Heather
Hancock, further information can be found
within the Nomination Committee Report
on page 64.
A full description of the responsibilities of
the Chairman and the Senior Independent
Director can be found on the Company’s
website www.urbanlogisticsreit.com.
The Board
The Board is responsible for determining the
Company’s strategy, investment policy and
overseeing the Company’s performance and
business conduct. The Board is also
responsible for the continuing appointment
and ongoing performance of the AIFM and
the Investment Adviser.
The Group’s governance structure
contributes to the delivery of its strategy. In
particular, the Board holds formal, scheduled
meetings each quarter, with additional
ad-hoc meetings arranged as required. The
Board (and Board Committees) are provided
with high-quality information in advance of
each meeting, which enables proper debate
and consideration of all matters being
presented.
The Board has a schedule of matters
reserved for its decision-making, which
is reviewed on an annual basis, and is
availableon the Company’s website at
www.urbanlogisticsreit.com.
The Board regularly reviews the investment
performance of the AIFM and the
Investment Adviser and assesses the
progress of new investment opportunities.
The Company’s strategy is regularly reviewed
in the context of a broader market outlook
and future financial forecasting, as well as
historic financial performance. The Board
works closely with the Company’s brokers,
Singer Capital Markets, Berenberg and
Panmure Gordon, as well as its other
advisers. The Board receives reports
regarding investor relations as well as regular
updates from the AIFM, the Investment
Adviser and the Company Secretary on
regulatory and compliance matters.
The Board has direct access to the services
of its Company Secretary, Link Company
Matters Limited (“Company Matters”), as well
as a range of other service providers.
Company Matters, in its role as Company
Secretary, is responsible to the Board for
ensuring that Board and governance
procedures are followed, and that applicable
rules and regulations are complied with.
When deemed necessary, the Board may
seek independent professional advice in the
furtherance of their duties, at the Company’s
expense.
The Company has arranged a Directors’ and
Officers’ liability insurance policy which
includes cover for legal expenses. The policy
was reviewed at the time of the Main Market
move and remains in force as at the date of
this report.
Board composition and
succession
At 31 March 2024, the Board comprised four
independent Non-Executive Directors and
one non-independent Non-Executive
Director.
On 11 May 2023, Jonathan Gray and Mark
Johnson stepped down from the Board as
a result of changes to the management
arrangements of the Company approved
by shareholders on that date. Jonathan Gray
also stood down from his role as Senior
Independent Director with effect from the
same date. Since 12 May 2023, the Senior
Independent Director of the Company has
been Heather Hancock.
Lynda Heywood joined the Board as an
independent Non-Executive Director on
1 May 2023. She brings significant
experience in guiding FTSE 100 companies
to the Board, from her 20-year tenure at
Kingfisher Plc, and six years at Tesco Plc,
holding group treasurer roles at both
organisations.
Lynda Heywood is a member of all Board
Committees, and will replace Bruce
Anderson as the Chairwoman of the Audit
and Risk Committee after the September
2024 interim report. Bruce Anderson will
remain on the Board and a member of the
Committee to provide continuity to the
Board and Committee.
Cherine Aboulzelof will join the Board as
an independent Non-Executive Director on
1 July 2024. She brings significant experience
in both real estate, private equity and
investment banking, most recently as the
Managing Director at Bentall Greenoak
Strategic Capital Partners, a real estate
investment manager with over €5 billion
under management.
The Board is satisfied that it possesses a
sufficient balance of skills, relevant sector
experience and knowledge to ensure that,
as a whole, it functions well and that
discussions and/or decisions are not
dominated by any one Director. The
performance of the Board and of the
Chairman is evaluated annually. Further
detail regarding the evaluation of the Board
and Chairman during the financial year
ended 31 March 2024 can be found in the
Nomination Committee Report on page 64.
The collective experience amongst
theBoard includes senior Board
level/chairmanship positions, financial
services experience and directorships within
the property sector, all of which contribute
expertly to the deliberations of the Board.
The majority of Directors are independent
from the AIFM and the Investment Adviser.
Those Directors deemed to be independent
can be found in the Director biographies on
pages 50 and 51.
CORPORATE GOVERNANCE STATEMENT CONTINUED
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57
Board composition and
succession continued
As the Company is subject to the AIC Code,
there is no requirement for a limit on the
tenure of the Chairman or the Company’s
Board members. However, the Board
recognises the value of regularly refreshing
its composition and remains committed to
ensuring that it has the right mix of skills and
experience that are aligned with the
evolution of the strategic plans of the
Company, while maintaining its
independence of character and judgement.
The Board typically expects to maintain a
tenure of nine years for its Directors,
including the Chairman, however it has been
agreed that Bruce Anderson will continue
for a period past his nine-year tenure to
assist the Senior Independent Director with
the selection process for the Chairman’s
successor, and to support and provide
continuity for Lynda Heywood as the new
Chairwoman of the Audit and Risk
Committee when she takes up that role.
Furthermore, all Directors will be subject to
annual re-election at the Company’s
forthcoming Annual General Meeting
(“AGM”) in July 2024.
All Directors are expected to attend Board
and Committee meetings and to devote
sufficient time to the Company’s affairs to
fulfil their duties as Directors. Each Director
is satisfied that they have sufficient time to
commit to their individual role and
responsibilities on the Board.
The time commitment involved from each
Director involves preparation for meetings,
meeting attendance, as well as ad hoc
meetings with the AIFM, the Investment
Adviser and external advisers as required.
Individual Directors are responsible for their
own professional development and for
ensuring their skills and expertise are
refreshed in order to support their role on
the Board.
Induction of new Directors
A procedure for the induction of new
Directors is in place which includes the
provision of an induction pack containing
relevant information about the Company
and its processes and procedures. New
Directors appointed to the Board have the
opportunity to meet with the Chairman,
the AIFM, the Investment Adviser and the
Company Secretary.
Board performance
Every year the Company conducts an
extensive Board evaluation process to review
the effectiveness of the Board as a whole. In
addition, an evaluation of the performance
of the Chairman is undertaken which is led
by the Senior Independent Director.
For further detail on this exercise, please
refer to the report of the Nomination
Committee on pages 62 to 64.
Culture
The Board acknowledges that it has the
responsibility to “set the tone from the top”
in terms of the culture and ethical
behaviours of the Company, and strives to
promote a culture that is based on sound
ethical values and behaviours, values
diversity and is responsive to the views of
shareholders and the Company’s
stakeholders. This is achieved by ensuring
robust corporate governance frameworks
are in place and ensuring the Investment
Adviser is appropriately challenged and held
to account for its performance and
behaviours. This culture is consistent with
the Company’s business model and strategy
and facilitates the best possible opportunity
to build a high-quality, diversified logistics
property portfolio by conducting exceptional
asset management and delivering
sector-leading returns to investors.
The Board expects all service providers,
including its Investment Adviser, to exhibit
high standards of ethical behaviour and for
the employees of the service providers to
behave in a professional and respectful
manner. The Board feels that all Directors
continue to act with integrity, lead by
example and promote the Company’s
culture. Further detail regarding the
Management Engagement Committee’s
review of all service providers can be found
on page 71.
The Company’s section 172 statement can
be found on pages 40 to 43.
Shareholder engagement
The Board is confident in its approach to the
Company’s ongoing communication with
shareholders and recognises the value in
positive shareholder engagement. The
Board strives to understand and meet
shareholders’ needs and expectations.
Our website is kept up-to-date with
information to help investors keep in touch
and to understand our business.
The Investment Adviser meets with
shareholders and investors on behalf of the
Board by way of shareholder roadshows to
discuss our results, which have proven to be
a popular and effective way to engage with
shareholders and develop our
understanding of their needs and
expectations. The Investment Adviser
provides feedback to the Board following
these roadshows and also regularly updates
the Board with the views of shareholders
and analysts.
In addition, the Chairman writes to the
largest shareholders, offering meetings after
annual results and prior to the general
meeting approving the new management
arrangements.
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58
CORPORATE GOVERNANCE STATEMENT CONTINUED
Shareholder engagement continued
We encourage a two-way communication with both institutional and private investors, and
shareholders are encouraged to write to the Company via the Company Secretary at the
registered office address, should they wish. We endeavour to respond promptly to all
enquiries. The Committee chairs have determined that there were no significant matters in
the year which required direct shareholder engagement, above the engagement carried out
by the Board, Investment Adviser and Chairman as described above.
Annual General Meeting
Shareholders are encouraged to attend the Company’s AGM on 24 July 2024 at 9.00am.
TheAGM will be held at Buchanan Communications Ltd, 107 Cheapside, London EC2V 6DN,
and further details can be found in the Notice of AGM which has been dispatched to all
shareholders. An electronic copy of the Notice of AGM is also available on the Company’s
website at www.urbanlogisticsreit.com.
Any further updates regarding the Annual General Meeting will be made via the appropriate
Regulatory Information Serviceand on the Company’s website at www. urbanlogisticsreit. com.
Shareholders will be given the opportunity to ask questions during the AGM and questionscan
also be sent by email to ir@urbanlogisticsreit.com in advance of the meeting. These questions
will be responded to in writing on the Company’s website.
In addition, the Investment Adviser seeks to engage directly with major shareholders via
regular meetings, round table events, capital market days and other outreach. The Chairman
proactively contacts the largest shareholders to make himself available for meetings and
communication.
The voting results of the 24 July 2024 Annual General Meeting will be announced to the
market once it has been held.
Risk management and internal control
The Directors acknowledge that they have overall responsibility for the Company’s risk
management and internal control systems and for reviewing their effectiveness. As such,
the Board, in consultation with the Audit Committee:
•
approves the Company’s/Group’s risk appetite statements;
•
receives reports on, and reviews the effectiveness of, the Group’s risk and control
processes to support its strategic objectives;
•
approves the procedures for the detection of fraud, bribery, tax evasion and money
laundering;
•
reviews quarterly management accounts against budget, full-year forecasts against both
budget and analyst expectations;
•
signs off all investments; and
•
ensures that there is a segregation of duties between the Investment Adviser’s property
team who recommend property investments, and the Investment Adviser’s finance and
operations team who perform due diligence and instruct payments.
In addition to the high-level internal controls exercised by the Board, further internal controls
are also in place at the AIFM and the Investment Adviser. These controls, which include those
in relation to the financial reporting process for the undertakings included in the
consolidation, are reviewed and tested as part of the external audit process and updated as
required from both internal feedback and external feedback from auditors and others.
An ongoing process has been implemented for identifying, evaluating and managing the
principal and emerging strategic and operational risks faced by the Company. This process
has been in place for the year ended 31 March 2024 and is reviewed on an annual basis.
The risk management process and systems of internal control are designed to manage,
rather than eliminate, the risk of failure to achieve the Company’s objectives and it should be
recognised that such systems can only provide reasonable, not absolute, assurance against
material misstatement or loss. Pages 45 to 48 set out the Company’s principal risks and
uncertainties. The Company’s risk appetite statement can be found on page 45.
Board Committees
The Board has delegated a number of responsibilities to its Environmental, Social and
Governance (“ESG”), Audit, Nomination and Management Engagement Committees. Each
Committee has Terms of Reference in place, which outline the duties of those Committees
that are delegated from the Board, including their statutory and regulatory responsibilities.
The Terms of Reference are reviewed on at least an annual basis. The Board accepts that,
while these Committees have the authority to examine particular issues and will report back
to the Board with their decisions and/or recommendations, the ultimate responsibility on all
matters lies with the Board. Details on each Committee, and a report of the activities
undertaken during the year ended 31 March 2024, can be found in the individual Committee
Reports.
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59
Board Committees continued
A copy of each Committee’s Terms of Reference can be found on our website
www.urbanlogisticsreit.com.
The membership of the Board Committees is as follows:
Name Independent
ESG
Committee
Audit
Committee
Management
Engagement
Committee
Nomination
Committee
Nigel Rich CBE Y Member Member Chairman Chairman
Bruce Anderson Y Member Chairman Member Member
Heather Hancock
1
Y Chairwoman Member Member Member
Jonathan Gray
2
Y — — — —
Lynda Heywood
3
Y Member Member Member Member
Cherine
Aboulzelof
4
Y Member Member Member Member
Richard Moffitt N — — — —
Mark Johnson
5
N — — — —
1. Heather Hancock was appointed as Senior Independent Director with effect from 12 May 2023.
2. Jonathan Gray resigned from the Board and as Senior Independent Director with effect from 11 May 2023.
3. Lynda Heywood joined the Board with effect from 1 May 2023.
4. Cherine Aboulzelof will join the Board with effect from 1 July 2024.
5. Mark Johnson resigned from the Board with effect from 11 May 2023.
Richard Moffitt is not deemed to be independent due to his existing role at, and interest in,
the Investment Adviser. Richard excludes himself from voting on matters concerning the
Investment Adviser and during the approval of property sales and acquisitions proposed to
the Board by the Investment Adviser, or where there is any other perceived potential conflict
of interest. Despite his non-independence, the Board considers that Richard remains able to
provide constructive challenge and scrutiny to the Board, as well as valuable and relevant
skills and experience.
Meeting attendance
During the year ended 31 March 2024, there were six scheduled Board meetings. The
Directors also met on an ad hoc basis during the year to discuss and approve matters
relating to the management arrangements of the Company, as well as the approach to
abrdn Property Income Trust Limited. The Company Secretary attends all meetings of the
Board and its Committees. Representatives of the AIFM, Investment Adviser, the external
auditor and other advisers are invited to attend as required.
Name Board
ESG
Committee
Audit
Committee
Management
Engagement
Committee
Nomination
Committee
Nigel Rich CBE 6/6 2/2 3/3 1/1 3/3
Bruce Anderson 6/6 2/2 3/3 1/1 3/3
Heather Hancock 6/6 2/2 3/3 1/1 3/3
Lynda Heywood 6/6 2/2 3/3 1/1 3/3
Jonathan Gray 1/1 1/1 1/1 NA NA
Richard Moffitt 6/6 NA NA NA NA
Mark Johnson 1/1 NA NA NA NA
Conflicts of interest
The Articles of Association allow the Board to authorise potential conflicts of interest that
may arise, subject to imposing limits or conditions when giving authorisation if this is
appropriate. Only independent Directors (who have no interest in the matter being
considered) will be able to take the relevant decision and, in taking the decision, the
Directors must act in a way they consider will be most likely to promote the Group’s success
for the benefit of its shareholders as a whole. Procedures have been established to monitor
actual and potential conflicts of interest on a regular basis, and the Board is satisfied that
these procedures are working effectively.
The Company regularly uses M1 Agency LLP as an agent for its purchase and sale of assets.
The Company incurs fees from M1 Agency LLP, a partnership in which Richard Moffitt is a
member. These fees are incurred in the acquisition of investment properties and sale of
investment properties. The Board, with the assistance of the Investment Adviser, excluding
Richard Moffitt, carefully reviews and scrutinises each fee payable to M1 Agency LLP, and
ensures the fees are in line with market rates and on standard commercial property terms.
CORPORATE GOVERNANCE STATEMENT CONTINUED
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Environmental, human rights, employee, social and community issues
The Board recognises the requirement under the Companies Act 2006 to detail information
about employees, human rights, environmental and community issues, including
information about any policies it has in relation to these matters and the effectiveness of
these policies. These requirements do not apply directly to the Company as it has no
employees, all the Directors are Non-Executive and it has outsourced all its functions to
third-party service providers. The Company has therefore not reported further in respect of
these provisions, however information on our commitment to sustainability can be found
within the Sustainability Report on pages 28 to 32.
The Company publishes a Modern Slavery Statement in accordance with the Modern Slavery
Act 2015. This can be found on the Company’s website www.urbanlogisticsreit.com.
At the date of this report, there are five Directors, three male and two female. Further
information on the composition and diversity of the Board is detailed on pages 63 and 64.
During the year there have been seven Directors, five male and two female.
Anti-bribery and corruption
The AIFM and the Investment Adviser have a zero-tolerance anti-bribery and corruption
policy and are committed to carrying out business fairly, honestly and openly. The
Investment Adviser undertakes annual regulatory training on anti-money laundering and
anti-bribery and corruption. PCP2 Limited, the previous AIFM to the Company, had a
Compliance Officer in place who monitored adherence to anti-bribery and corruption
policies. Since 12 May 2023, this function has been fulfilled by the Company’s new AIFM,
G10 Capital Limited.
The Company has a whistleblowing policy with appropriate links to the Chairman and/or
Audit Committee Chairman.
Nigel Rich CBE
Chairman
19 June 2024
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Composition
Nigel Rich CBE is Chairman of the Nomination Committee. The Nomination Committee
comprises all of the independent Directors. The Directors deemed to be independent are
shown in the Director biographies on pages 50 and 51 and in the table on page 60.
Responsibilities
The role of the Nomination Committee is to regularly review the structure, size and
composition of the Board and to lead the appointment of new Directors to the Board as and
when appropriate. The Nomination Committee considers resolutions relating to the election
and re-election of Directors at each Annual General Meeting and considers the orderly
succession planning of the Board.
Matters considered during theyear
The Committee met three times during the year ended 31 March 2024 and considered the
structure, size and composition of the Board as a whole, particularly its balance of skills,
knowledge, experience and diversity, and made recommendations to the Board with regard
to any changes.
The Committee gave consideration to succession planning for the Directors and key
members of the management team, taking into account the challenges and opportunities
facing the Company, and the skills and expertise required on the Board in the future, and
concluded that recruiting a new NED would be in the best interests of the Company. The
Committee also agreed upon the Board’s performance evaluation process.
NED recruitment process
The Board appointed Russell Reynolds Associates to assist with the NED recruitment
process. Russell Reynolds Associates is independent of the Board and the Company, and has
no connections with any of the individual Directors. The Committee agreed on a
specification that included the skills and experience required for the proposed appointment,
with a focus on an individual with a senior property and finance background to add depth to
the Board and Audit Committee. In addition the Board specified that Russell Reynolds
should be mindful for the FCA’s guidance on gender and ethnic diversity, to support a
diverse pipeline. As part of this, Russell Reynolds Associates compiled a list of candidates
and scheduled interviews with the Board. Following the Committee’s recommendation, the
Board appointed Cherine Aboulzelof as an independent non-executive Director with effect
from 1July 2024. Cherine adds experience in realestate, private equity and finance to
theBoard.
Board composition and succession planning
The Committee will continue to consider further succession planning, including succession
planning for the Chairman.
NOMINATION COMMITTEE REPORT
Nigel Rich CBE
Chairman of the Nomination Committee
THE EVALUATION CONFIRMED THAT
ALL DIRECTORS CONTRIBUTED TO
PROMOTING THE SUCCESS OF THE
COMPANY.
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Diversity
The Board is comprised of a mixture of individuals who have an appropriate balance of skills and experience to meet the future opportunities and challenges facing the Company.
Appointments to the Board are made primarily on merit, and whilst the Board does not have a formal diversity policy, the Board understands the importance of diversity in corporate
governance and takes into consideration a variety of demographic attributes and characteristics when making decisions on its composition. The Board is aware of the Listing Rule that is on
a ‘comply or explain’ basis, which incorporates the recommendations of the Parker and Hampton-Alexander Reviews, which considered how ethnic, cultural and gender diversity could be
improved on UK boards. The Board chooses not to have a formal diversity policy because all individuals involved in administrative, management and supervisory bodies are third parties,
with the exception of the Board itself.
FCA Board diversity target Target met Compliance
At least 40% of the Board are women
(including those self-identifying as
women)
Yes At the year end, 40% of the Board comprised of women. The Nomination Committee regarded Board
diversity of gender as a key consideration when recommending future Board appointments and
conducting succession planning exercises.
The Nomination Committee recommends appointments, and the Board makes appointments, based on
skills, experience and merit. However, equality, diversity and inclusion continue to be key considerations in
all appointment processes.
At least one of the senior Board positions
(Chair, Chief Executive Officer, Senior
Independent Director or Chief Financial
Officer) is a woman (including those
self-identifying as a woman)
Yes Following changes to the management arrangements and the resignation of Jonathan Gray as a Director
on 11 May 2023, the Committee appointed Heather Hancock as Senior Independent Director with effect
from 12 May 2023.
At least one member of the Board is
from a non-White ethnic minority
background (as referenced in categories
recommended by the Office for National
Statistics)
No The Board and Nomination Committee will remain mindful of this FCA diversity target when it considers
new appointments and succession planning.
NOMINATION COMMITTEE REPORT CONTINUED
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Diversity continued
The Committee continues to develop succession planning in line with these
recommendations. In accordance with Listing Rule 9 Annex 2.1, the below tables, in
prescribed format, show the gender and ethnic background of the Directors at the date of
this report.
Gender identity or sex
Number of
Board
members
Percentage
of the Board
Number of
senior
positions
on the Board
Men 3 60% 1
Women 2 40% 1
Not specified/prefer not to say — — —
Ethnic background
Number of
Board
members
Percentage
on the
Board
Number of
senior positions
on the Board
White British or other White
(including minority white groups) — — —
Mixed/Multiple ethnic groups — — —
Asian/Asian British — — —
Black/African/Caribbean/Black British — — —
Other ethnic group, including Arab — — —
Not specified/prefer not to say 5 100% 2
The data in the above tables was collected through self-reporting by the Directors.
Board performance review
In order to review the effectiveness of the Board as a whole, its Committees, the individual
Directors (including the independence of each Director) and the Chairman, the Company
undertook a thorough Board performance review process by way of extensive, tailored
questionnaires, following the external evaluation carried out last year. In addition, an
evaluation of the performance of the Chairman is undertaken which is led by the Senior
Independent Director. The process enabled each Director to evaluate, assess and reflect on
the Board’s operations, individual Director contributions and the Company’s leadership with
a view to identify any shortcomings and address any areas requiring improvement.
Overall, the evaluation confirmed that Directors and Committee members continued to
work well collectively and that all Directors contributed to promoting the success of the
Company and advancing its strategy and business model.
Nigel Rich CBE
Chairman of the Nomination Committee
19 June 2024
NOMINATION COMMITTEE REPORT CONTINUED
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Composition
As at 31 March 2024, the Audit Committee comprised of myself as Chairman, Nigel Rich CBE,
Lynda Heywood and Heather Hancock, all of whom were independent Non-Executive
Directors during the year. Lynda Heywood was appointed as an independent Non-Executive
Director of the Board with effect from 1 May 2023 and she joined the Audit Committee with
effect from the same date. In addition, on 11 May 2023, Jonathan Gray resigned from the
Board and ceased to be a member of the Audit Committee on this date.
All Audit Committee members consider that, individually and collectively, they are each
independent and have recent and relevant financial experience to fulfil their role on the
Audit Committee within the sector in which the Company operates. Further detail regarding
individual Director experience can be found within the Director biographies on pages 50
and 51.
The Chairman of the Company, Nigel Rich CBE, is a member of the Audit Committee. The
Board believes his membership of the Audit Committee is appropriate because he has
significant experience in relation to financial matters as a qualified accountant, and has
experience in both property and the public markets given his previous chairmanship of
Segro PLC.
Responsibilities
The Audit Committee is responsible for ensuring that the financial performance of the
Company is properly reported and monitored. The Audit Committee reviews the annual and
half-year accounts, the accounting policies of the Company and key areas of accounting
judgement, management information statements, financial announcements, internal control
systems, risk management, the processes employed by the AIFM, Adviser and the auditor to
determine the underlying valuation of the investment portfolio, and the continuing
appointment of the auditors (including reviewing their independence and objectivity, and
any non-audit services provided). It also monitors the whistleblowing policy and procedures
over fraud and bribery.
Terms of Reference for the Audit Committee have been adopted and are reviewed on a
regular basis by the Board.
The Audit Committee’s Terms of Reference are available on the Company’s website at
www.urbanlogisticsreit.com.
AUDIT COMMITTEE REPORT
Bruce Anderson ACMA FCIOBS
Chairman of the Audit Committee
I AM PLEASED TO PRESENT THE
AUDIT COMMITTEE REPORT FOR THE
YEAR ENDED 31 MARCH 2024.
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Matters considered during the year
The Committee met on three occasions during the year. Details of the attendance at those
meetings can be found on page 60. At those meetings, the Audit Committee has:
•
reviewed and considered the Company’s property portfolio valuation in conjunction with
the independent valuer at the half-year and year end;
•
reviewed the Company’s Financial Statements for the half-year and year end and made
recommendations to the Board;
•
reviewed the Company’s going concern statement;
•
assisted the Board in its consideration of ESG matters;
•
reviewed the internal controls and risk management procedures of the Company, Adviser
and G10 Capital Limited, the Company’s AIFM during the year;
•
recommended the re-appointment of RSM UK Audit LLP (“RSM”) as auditor of the
Company to the Board for approval and for the approval of shareholders at the 2024
Annual General Meeting;
•
reviewed its Terms of Reference; and
•
had its performance evaluated externally.
The independent Directors meet in private with the partner of the Company’s auditor on an
annual basis. The Audit Committee Chairman has regular contact with the external auditor
throughout the year and particularly during the preparation of the Annual Report and
Financial Statements.
The significant matters considered by the Audit Committee were:
Valuation process and asset management
The Company uses CBRE as its property valuer, who conduct a valuation of the Company’s
properties on a half-yearly basis. Discussions have been held with the Investment Adviser
and the independent valuer about the property portfolio valuation process, asset
management and the systems in place at the Investment Adviser to ensure the accuracy of
the valuation of the Company’s property portfolio. The Audit Committee has received
assurances from the Investment Adviser about the robustness of their valuation system and
asset management capabilities. To enable a full discussion of the valuation, the valuer
attended the Audit Committee meeting in May 2024. Further information regarding the
valuation of the portfolio can be found below on page 67. In line with other service providers,
the Committee feels it is best practice to regularly put out external services to tender, and to
rotate valuers on a regular basis. Following a six-year appointment, the valuation services
were therefore put out to tender in the year, and following a competitive tender process,
Jones Lang LaSalle were appointed as the new valuer with effect from September 2024.
Theappointment of Jones Lang LaSalle will be kept under review on an annual basis.
Internal controls
During the year, the Audit Committee has reviewed and updated, where appropriate, the
Company’s risk matrix. This matrix is considered on an ongoing basis and is in line with the
Company’s risk appetite statement.
The Investment Adviser reports to the Audit Committee and Board on operational and
compliance issues at each meeting, and otherwise as necessary. The Investment Adviser
reports directly to the Audit Committee concerning the internal controls applicable to the
Investment Adviser’s investment and office procedures, including information technology
systems.
During the year, the Investment Adviser identified a fraudulent cash transaction which arose
through social manipulation. The financial loss to the Group was immaterial, however as a
direct result, additional internal controls were implemented by the Investment Advisory
team, and an additional crime insurance policy incepted.
Going concern and long-term viability of the Company
The Committee considered the Company’s financial requirements for the next twelve
months and concluded that it has sufficient resources to meet its commitments.
TheFinancial Statements therefore have been prepared on a going concern basis.
TheCommittee also considered the longer-term viability statement within the Annual
Report for the period ended 31 March 2024, covering a five-year period, and the underlying
factors and assumptions which contributed to the Committee deciding that this was an
appropriate length of time to consider the Company’s long-term viability.
The Company’s going concern and viability statement can be found within the Strategic
Report on page 49.
External auditor
RSM was appointed as the Company’s auditor following an external audit tender process
undertaken in 2021. RSM audited the Annual Report and Accounts of the Company for the
financial year ended 31 March 2024. In accordance with the statutory requirements relating
to the appointment of auditors, the Company would need to conduct an audit tender no
later than for the accounting period beginning 1 April 2030.
Following consideration of the performance of RSM, the services provided during the year
and a review of their independence and objectivity, the Committee has recommended to
the Board the re-appointment of RSM as the Company’s auditor. Shareholder approval of
theauditor’s re-appointment will be sought at the Annual General Meeting to be held on
24July 2024.
Effectiveness of the external audit
The Committee reviews the effectiveness of the external audit carried out by the auditor on
an annual basis. The Chairman of the Audit Committee maintained regular contact with
the Company’s audit partner throughout the year. He also met with them prior to the
finalisation of the audit of the Annual Report and Financial Statements for the year ended
31 March 2024, without the AIFM or the Investment Adviser present, to discuss how the
external audit was conducted, the findings from the audit and whether any issues had arisen
from the auditor’s interaction with the Company’s various service providers.
The Audit Committee will continue to monitor the performance of the auditor and make any
appropriate recommendations.
AUDIT COMMITTEE REPORT CONTINUED
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Audit and non-audit fees and independence and objectivity of
theauditor
The audit fee for the review of the Annual Report, including non-audit fees and related
assurance services, is shown in the table below:
2024
£’000
2023
£’000
Audit fees including related assurance services 240 230
Non-audit fees — —
Total 240 230
The Audit Committee reviews the scope and nature of all proposed non-audit services before
engagement to ensure that the independence and objectivity of the auditor is safeguarded.
The Board’s policy is that non-audit services may be carried out by the Company’s auditor
unless there is a conflict of interest or someone else is considered to have more experience.
The Committee recognises the importance of auditor objectivity and has reviewed the level
ofnon-audit fees as noted in the table above to ensure the independence of RSM was not
compromised. In reviewing auditor independence, the Committee has considered the nature
of non-audit services provided, quantum of fees charged, the expectation of fee recurrence
and the internal controls applied by RSM, to mitigate potential or perceived conflicts.
Euan Banks is the RSM audit partner responsible for the audit of the Financial Statements
forthe year ended 31 March 2024. The Committee is satisfied that the auditor has fulfilled
itsobligations to the Company and its shareholders.
Internal audit
The Audit Committee considered the need for an internal audit function during the year and
determined that it was not necessary or appropriate given the current size of the Group.
TheGroup is managed by the AIFM; as such, the Audit Committee internal systems and
controls are that of the AIFM and the Investment Adviser. During the year, the Compliance
Director of G10 Capital Limited, the Company’s AIFM, was invited to attend all Board
meetings and, in addition, the Chairman of the Audit Committee had a separate meeting
with the Compliance Director twice during the year ahead of the issuance of the Half-Yearly
and Annual Reports, and will continue to do so with the CFO of the Investment Adviser.
TheAuditCommittee will continue to keep this matter under review.
Valuation of property portfolio
The Group has investment properties totalling £1,100 million as at 31 March 2024
(31 March 2023: £1,107 million). In accordance with IAS 40: Investment Property, investment
property is carried at its fair value as determined by an external valuer.
This valuation has been conducted by CBRE and has been prepared as at 31 March 2024,
inaccordance with the RICS Valuation – Professional Standards UK January 2022
(the“RedBook”).
The Committee met with the team from CBRE in May 2024 and discussed the assumptions
underlying the individual property valuations and has concluded that the valuation is
appropriate.
Maintenance of REIT status
The UK REIT regime enables the Group, so long as strict criteria are met, to benefit from
favourable income and capital gains tax treatment. The Group must comply with the UK
REIT regulations to continue to benefit from the favourable tax regime. The Investment
Adviser prepares and monitors the REIT tests, which are reported to the Board on a
quarterlybasis.
During the year ended 31 March 2024, the Audit Committee has monitored the Group’s
compliance status and has considered the requirements for the maintenance of the Group’s
REIT status throughout the year. The Audit Committee is satisfied that there is full
compliance with the UK REIT regulations and notes the significant headroom for the
financial year ended 31 March 2024.
Performance review of the Audit Committee
During the year, a thorough review of the Committee’s performance was carried out as part
of the overall internally facilitated performance review of the Board. The findings of the
review showed that the Committee continued to work well together as a unit and the
cumulative skills, knowledge and experience of the Committee members remained
adequate and appropriate for the needs of the Company and its obligation to its
shareholders.
Further information on the evaluation of the Board’s performance and of its Committees can
be found within the Corporate Governance Statement on pages 58 and 59 to 60.
Fair, balanced and understandable
As a result of the work performed, the Audit Committee has concluded that the Annual
Report for the year ended 31 March 2024 is fair, balanced and understandable, and provides
the information necessary for shareholders to assess the Company’s position and
performance, business model and strategy, and has reported on these findings to the Board.
CMA Order
The Company has complied with the provisions of the CMA Order throughout the year
ended 31 March 2024.
Bruce Anderson ACMA FCIOBS
Chairman of the Audit Committee
19 June 2024
AUDIT COMMITTEE REPORT CONTINUED
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Statement from the Chairwoman
The ESG Committee was formed in April 2021 to scrutinise performance across the full suite
of ESG commitments that Urban Logistics places on the Investment Adviser, as well as
relevant obligations and governance requirements falling directly on the Company. It refers
and reports, as appropriate, to the Board, and where appropriate to other Committees of the
Board, e.g. the Audit Committee on risk.
Composition
As at 31 March 2024, the ESG Committee comprised of myself as Chairwoman, NigelRich
CBE, Bruce Anderson and Lynda Heywood, all of whom were independent non-executive
Directors. Lynda Heywood joined the Board with effect from 1 May2023 and is also a
member of the ESG Committee as at the date of this report. Following his resignation from
the Board on 11 May 2023, Jonathan Gray is no longer a member of the ESG Committee. All
ESG Committee members consider that, individually and collectively, they are each
independent and appropriately experienced to fulfil their role on the ESG Committee within
the sector in which the Company operates. Further detail regarding individual Director
experience can be found within the Director biographies on pages 50 and 51.
Responsibilities
The ESG Committee advises on and recommends to the Board its ESG Policy and ensures
this remains up-to-date with the Board’s strategic objective regarding ESG, which is to
achieve high governance standards and to scrutinise the Investment Adviser’s progress in
addressing the Board’s ESG priorities and targets. The ESG Committee takes a strategic
approach and identifies and pursues sustainability issues whereby the Company has optimal
capacity to make a meaningful impact.
Terms of Reference for the ESG Committee have been adopted and are reviewed on an
annual basis by the Board.
The ESG Committee’s Terms of Reference are available on the Company’s website at
www.urbanlogisticsreit.com.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”) COMMITTEE REPORT
Heather Hancock LVO DL
Chairwoman of the ESG Committee
I AM PLEASED TO PRESENT THE ESG
COMMITTEE REPORT FOR THE YEAR
ENDED 31 MARCH 2024.
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Matters considered during the year
The ESG Committee meets at least once a year, or more if required. The Committee met
twice during the year ended 31 March 2024.
During those meetings, the ESG Committee has:
•
advised on and recommended to the Board its ESG Policy;
•
proposed targets and KPIs to achieve the Board’s policy objectives;
•
scrutinised G10 Capital Limited, the Company’s AIFM’s, progress in addressing the Board’s
ESG priorities and targets;
•
overseen compliance with legal and regulatory requirements relevant to sustainability,
including corporate governance principles and standards;
•
advised the Audit Committee on specific risks relating to ESG for consideration within the
Company’s risk register;
•
monitored the Company’s approach and performance in relation to competitors, relevant
benchmarks and regulator expectations;
•
overseen ESG reporting within the Company’s Annual Report and reporting to ESG
ratings agencies as appropriate, ensuring adherence to reporting requirements; and
•
reviewed its own performance as an ESG Committee and its own Terms of Reference.
Further information regarding the Company’s approach to ESG can also be found on
page30.
The Company’s TCFD disclosures can be found on pages 33 to 39.
Heather Hancock LVO DL
Chairwoman of the ESG Committee
19 June 2024
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”) COMMITTEE REPORT CONTINUED
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69
MANAGEMENT ENGAGEMENT COMMITTEE REPORT
Nigel Rich CBE
Chairman of the Management Engagement
Committee
I AM PLEASED TO PRESENT THE
REPORT OF THE MANAGEMENT
ENGAGEMENT COMMITTEE.
Composition
Nigel Rich CBE is Chairman of the Management Engagement Committee, which comprises
all of the independent Directors.
Responsibilities
The key responsibility of the Management Engagement Committee is to review the services
and performance of the Company’s AIFM, Investment Adviser and other external service
providers. The Management Engagement Committee has a formal process in place to
conduct an annual review of all third-party service providers and will conduct ad hoc reviews
of any service provider where necessary. The results of the Management Engagement
Committee’s review are shared with individual service providers so that any improvements or
changes required to third-party providers’ service delivery can be implemented and
monitored. The Management Engagement Committee also reports the results of the review
to the Board.
Matters considered during theyear
The Management Engagement Committee met once during the year ended 31March2024
and reviews of all service providers were undertaken.
The AIFM and the Investment Adviser
Following the changes to the Company’s management arrangements on 12 May 2023 as
disclosed on page 6, the Board has delegated the responsibility for portfolio and risk
management to G10 Capital Limited (the “AIFM”), subject to the Board being kept informed
of all material property acquisitions and disposals, including development projects. The
Company and the AIFM have appointed Logistics Asset Management LLP (the “Investment
Adviser”) as Investment Adviser pursuant to which the Investment Adviser (i) seeks out and
evaluates investment opportunities; (ii) advises the Company and the AIFM in relation to
acquisitions and disposals; and (iii) provides asset management services and, if required,
development management services.
The Management Engagement Committee reviewed the contractual relationship and
engagement of the AIFM and Investment Adviser and will continue to do so on an annual
basis going forward. The performance of the AIFM and the Investment Adviser was considered
to be satisfactory during the year ended 31 March2024 and the Committee agreed the
continuing appointment of the AIFM and the Investment Adviser on the terms agreed was in
the best interests of the shareholders as a whole.
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Other service providers
The Management Engagement Committee reviewed the relationship with M1 Agency LLP,
of which Richard Moffitt, a Director of the Company and CEO of the Investment Adviser, is a
Partner. No other members of the Investment Adviser have a financial interest in M1 Agency
LLP. As noted in the Corporate Governance Statement, the Company uses M1 Agency LLP
regularly as an agent for the purchase, letting and disposal of assets, but not exclusively. The
Management Engagement Committee was satisfied that M1 Agency LLP provided a
valuable service to the Company and that its fees were market competitive and fully
disclosed to the market as required. The finance team of the AIFM, and the independent
members of the Board, scrutinise all proposals received from M1 Agency LLP. Further details
of how conflicts of interest are managed can be found on page 60.
All other service providers were reviewed, and their terms of engagement and performances
were considered to be satisfactory and in the best interests of the Company.
Nigel Rich CBE
Chairman of the Management Engagement Committee
19 June 2024
MANAGEMENT ENGAGEMENT COMMITTEE REPORT CONTINUED
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71
The Board is pleased to present the Directors’ Remuneration Report for the year ended 31March 2024.
The Board as a whole deals with matters of Directors’ remuneration and fulfils the functions
of a Remuneration Committee and considers any changes to the Directors’ Remuneration
Policy. No Directors are involved in deciding their own, individual remuneration.
In June 2023, the independent Directors considered the level of Directors’ remuneration for
the year ended 31 March 2024 based on a fee benchmarking exercise undertaken by the
Company Secretary which was reviewed in detail by the Board. Following careful review and
consideration by the Board, no changes were made to the Directors’ remuneration for the
year ended 31 March 2024.
Performance of the Company
The Company does not have a specific benchmark against which performance is measured,
and Directors do not receive any performance-related pay. The graph to the right compares
the total return (assuming all dividends are reinvested) to holders of Ordinary Shares since
IPO, compared to the total shareholder return of the EPRA NAREIT UK Index, which is the
closest broad index against which to measure the Company’s performance.
Review of past performance
100
150
50
200
250
300
Apr
2016
Apr
2017
Apr
2018
Apr
2019
Apr
2020
Apr
2021
Apr
2022
Apr
2024
Apr
2023
EPRA NAREIT Index
SHED
DIRECTORS’ REMUNERATION REPORT
Directors’ remuneration (audited)
The remuneration paid to the Directors during the year ended 31 March 2024 is set out in the table below:
Year ended
31 March 2024
£
Year ended
31 March 2023
£
Fees Expenses
1
Total Fees Expenses
1
Total
Nigel Rich CBE (Chairman) 100,000 1,998 101,998 96,250 82 96,332
Bruce Anderson 60,000 3,086 63,086 57,50 0 2, 319 59,819
Jonathan Gray
2
5,906 — 5,906 57,50 0 95 57, 595
Heather Hancock 68,784 2,041 70,825 57, 50 0 1,999 59,499
Lynda Heywood
3
45,833 234 46,067 — — —
Mark Johnson
2, 4
— — — — — —
Richard Moffitt
4
— — — — 319 319
Total 280,523 7,359 287,882 268,750 4,814 273,564
1. The Directors are entitled to all reasonable travel, hotel and other expenses incurred in the performance of their duties. As such, Bruce Anderson’s travel from Scotland and overnight stays in London to attend Board
meetings have been paid by the Company.
2. Jonathan Gray and Mark Johnson resigned from the Board with effect from 11 May 2023.
3. Lynda Heywood was appointed to the Board with effect from 1 May 2023.
4. Mark Johnson and Richard Moffitt waived their right to remuneration as Directors of the Company.
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DIRECTORS’ REMUNERATION REPORT CONTINUED
Directors’ remuneration (audited) continued
The annual percentage change in remuneration paid to the Directors is set out in the table below:
Year ended
31 March 2024
£
Year ended
31 March 2023
£
Change to
2024
%
Change to
2023
%
Change to
2022
%
Change to
2021
%
Nigel Rich CBE 100,000 96,250 4% 15% 6% 5%
Bruce Anderson 60,000 57, 50 0 4% 18% 15% 21%
Jonathan Gray
4
5,906 57, 50 0 ‑90% 18% 15% 21%
Heather Hancock
1
68,784 57,50 0 20% 19% 52% —
Lynda Heywood
3
45,833 — — — — —
Mark Johnson
2, 4
— — — — — —
Richard Moffitt
2
— — — — — —
1. Heather Hancock is Chairwoman of the ESG Committee, and was appointed as Senior Independent Director with effect from 12 May 2023.
2. Mark Johnson and Richard Moffitt waived their right to remuneration as Directors of the Company.
3. Lynda Heywood was appointed to the Board with effect from 1 May 2023.
4. Jonathan Gray and Mark Johnson resigned from the Board with effect from 11 May 2023.
Relative importance of spend on pay (unaudited)
The table below sets out significant use of profit and cash in respect of the year ended 31March 2024 and 31 March 2023:
Year ended
31 March 2024
£
Year ended
31 March 2023
£
Change
%
Directors’ remuneration 280,523 268,750 4%
Investment advisory fee 6,765,579 7,592,001 -11%
Dividends paid to shareholders 35,870,131 35,870,131 0%
Note: the items listed in the table above are as required by The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 with the exception
of the investment advisory fee, which has been included because the Directors believe it will aid shareholders’ understanding of the relative importance of the spend on pay.
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DIRECTORS’ REMUNERATION REPORT CONTINUED
Directors’ shareholdings (audited)
The interests of the Directors (and any person closely associated) in the shares of the
Company are set out below.
Number
of Ordinary
Shares held
Percentage
of issued
share capital as at
31 March 2024
(%)
Nigel Rich CBE (Chairman) 590,536 0.13
Bruce Anderson 67,000 0.01
Heather Hancock 14, 388 0.00
Richard Moffitt
1
1,477, 306 0.31
Lynda Heywood 21,024 0.00
1. The Investment Adviser holds 206,813 Ordinary Shares on trust for Richard Moffitt.
The Company has adopted a share dealing code in relation to the Company’s shares, which is
based on the requirements of the Listing Rules and UK MAR.
There is no requirement under the Company’s Articles of Association for Directors to hold
shares in the Company.
None of the independent Directors or any persons connected with them had a material
interest in the Company’s transactions, arrangements or agreements during the year.
There have been no changes to any of the above holdings between 31 March 2024 and the
date of this report.
Remuneration Policy
Introduction
The Company is required to seek shareholder approval for its Remuneration Policy every
three years, except in the event that a change to the Policy is proposed or the advisory vote
on the Directors’ Remuneration Report is not passed in any year subsequent to the approval
of the Policy. The Remuneration Policy of the Company was last approved by shareholders at
the Company’s AGM in 2022 and it is therefore not proposed that this be put to shareholders
for approval at the forthcoming AGM on 24 July 2024.
Policy
The Company follows the principles of the AIC Code in that Non-Executive Directors’
remuneration should reflect the time commitment and responsibilities of the role, and that
our remuneration policies and practices support the Company’s strategy and promote its
long-term sustainable success. The Board’s policy is that the remuneration of Non-Executive
Directors should reflect the experience of the Board as a whole and be determined with
reference to comparable organisations and appointments. Furthermore, the Board considers
that the level of remuneration should be sufficient to attract and retain the calibre of
Directors required to implement the Company’s strategy.
Each of the Directors is entitled to receive a fee from the Company at such a rate as may be
determined by the Articles or by ordinary resolution (not exceeding in aggregate £500,000
per annum or such other sum as the Company in general meetings shall from time-to-time
determine). The fee for any new Director appointed to the Board will be determined on the
same basis. The Directors are also entitled to all reasonable travel, accommodation and other
expenses incurred in the proper performance of their duties. No Director shall be entitled to
any pension or other retirement benefit and there shall be no compensation payable for loss
of office. The Company has not made any loans to the Directors which are outstanding, nor
has it ever provided any guarantees for the benefit of any Director or the Directors
collectively. There are no performance conditions attaching to the remuneration of the
Directors as the Board does not consider such arrangements or benefits necessary or
appropriate for Non-Executive Directors.
Under the Company’s Articles of Association, if by arrangement with the Board, or any
committee authorised by the Board, any Director shall perform or render any special duties
or services outside his or her ordinary duties as a Director and not in his or her capacity as a
holder of employment or executive office, he or she may be paid such reasonable additional
remuneration (whether by way of salary, commission, participation in profits or otherwise) as
the Board, or any committee authorised by the Board, may from time-to-time determine.
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DIRECTORS’ REMUNERATION REPORT CONTINUED
Remuneration Policy continued
Policy continued
No Director has a service contract with the Company, nor are any such contracts proposed,
each Director having been appointed pursuant to a letter of appointment entered into with
the Company. The terms of their appointment provide that Directors shall resign and be
subject to election at the first AGM after their appointment. Thereafter, they will be subject
to annual re-election. The Directors’ letters of appointment do not provide for compensation
upon termination of employment. The Directors’ appointments can be terminated in
accordance with the Articles. Directors’ appointments may be terminated earlier by either
party giving to the other three months prior written notice. The Articles provide that the
office of Director shall be terminated by, among other things: (i) written resignation;
(ii)unauthorised absences from Board meetings for six consecutive months or more; or
(iii)written request of all of the other Directors.
Directors’ and Officers’ liability insurance cover is maintained by the Company, at its expense,
on behalf of the Directors. The Company has also provided indemnities to the Directors in
respect of costs or other liabilities which they may incur in connection with any claims
relating to their performance or the performance of the Company whilst they are Directors.
The Company is committed to ongoing shareholder dialogue and any views expressed by
shareholders on the fees being paid to Directors would be taken into consideration by the
Board when reviewing the Directors’ Remuneration Policy and in the annual review of
Directors’ fees.
An ordinary resolution will be put to shareholders at the Company’s AGM on 24 July 2024
to receive and approve the Directors’ Remuneration Report.
Statement of implementation of the Remuneration Policy in respect
of the financial year ending 31 March 2025
The Board intends to review Directors’ fees in the year to ensure they remain appropriate.
In the absence of unforeseen circumstances, the Board does not expect any other changes.
Voting at AGM
The Directors’ Remuneration Report for the year ended 31 March 2023 was approved by
shareholders at the AGM held on 18 July 2023 and the Directors’ Remuneration Policy was
approved by shareholders at the AGM held on 20 July 2022. The results taken on a poll were
as follows:
Remuneration Report 2023
Number of
votes cast
Percentage of
votes cast (%)
For 300,435,015 98.92
Against 3,268,168 1.08
Total votes cast 303,703,183 —
Number of votes withheld 60,788 —
Remuneration Policy 2022
Number of
votes cast
Percentage of
votes cast (%)
For 292,878,307 98.94
Against 3,136,082 1.06
Total votes cast 296,014,389 —
Number of votes withheld 132,331 —
On behalf of the Board.
Nigel Rich CBE
Chairman
19 June 2024
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DIRECTORS’ REPORT
The Directors are pleased to present their report for
the year ended 31 March 2024.
Corporate governance
The Corporate Governance Statement can be found on pages 52 to 61 and forms part of the
Directors’ Report.
Directors
The Directors of the Company who were in office on 31 March 2024 and their biographies can
be found on pages 50 and 51. On 11 May 2023, MarkJohnson and Jonathan Gray resigned
from the Board with effect from the close of thatmeeting. With effect from 1 July 2024,
Cherine Aboulzelof has been appointed as a Director.
All Directors who are in office as at the date of this report shall stand for re-election or
election at the Company’s Annual General Meeting on 24 July 2024.
The rules concerning the appointment and replacement of Directors are governed within
the Company’s Articles of Association and relevant company law.
Share capital
At the Company’s Annual General Meeting on 18 July 2023, the Company was granted
authority to allot Ordinary Shares up to a maximum nominal amount of £943,950.82
(representing approximately 20% of the issued Ordinary Share capital of the Company as at
20 June 2023) until the earlier of the conclusion of the Annual General Meeting to be held in
2024 and 30 September 2024.
No shares were allotted during the financial year ended 31 March 2024.
A special resolution was also passed at the Company’s Annual General Meeting on
18 July 2023, granting the Directors authority to repurchase up to 14.99% of the Company’s
issued Ordinary Share capital during the period, expiring on the earlier of the conclusion of
the Company’s Annual General Meeting in 2024 and 30 September 2024. Renewal of this
buy-back authority will be sought at each Annual General Meeting of the Company or more
frequently if required.
The Company made no purchase of its own shares during the year and the rights attached
to the Company’s shares are set out in the Company’s Articles of Association.
The Company’s issued share capital as at 31 March 2024 consisted of 471,975,411 Ordinary
Shares of £0.01 pence each. At the date of this report, 471,975,411 Ordinary Shares of
£0.01pence each have been issued, are fully paid-up and are quoted on the London Stock
Exchange.
At 31 March 2024 and at the date of this report, the total voting rights of the Company were
47 1, 975 ,411.
Further details regarding the Company’s issued share capital are set out in note 27 of the
Financial Statements.
Information about securities carrying voting rights
The following information is disclosed in accordance with The Large and Medium-sized
Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 and DTR
7.2.6 of the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.
The Company’s capital structure and voting rights and details of the substantial shareholders
in the Company are set out in note 27 to the Financial Statements and in the previous
paragraph:
•
the giving of powers to issue or buy back the Company’s shares requires an appropriate
resolution to be passed by shareholders; and
•
there are no restrictions concerning the transfer of securities in the Company or on voting
rights, no special rights with regard to control attached to securities, and no agreements
between holders of securities regarding their transfer known to the Company.
Substantial shareholdings
As at 31 March 2024, the Company had received notification of the following disclosable
interests in the voting rights of the Company. This information was correct at the date of
notification, however notification of any further change is not required until the next
applicable threshold is crossed.
Number of
Ordinary Shares
Percentage of
voting rights (%)
Waverton Investment Management Limited 18,974,592 4.02
The Company has not been informed of any changes to the above interests between
31 March 2024 and the date of this report.
Cohen and Steers UK Limited previously notified the Company that it held 23,686,373
Ordinary Shares representing 5.02% of voting rights. The Company has been advised by its
brokers that Cohen and Steers UK Limited sold all of their Ordinary Shares held in the
Company during the financial year ended 31 March 2024, though no formal notification was
received from Cohen and Steers UK Limited.
The AIFM and the Investment Adviser
The Board delegates the responsibility of its portfolio and risk management to the AIFM,
subject to the Board being kept informed of all material property acquisitions and disposals,
including development projects. The Company and the AIFM have appointed Logistics Asset
Management LLP (the “Investment Adviser”) as Investment Adviser pursuant to which the
Investment Adviser (i) seeks out and evaluates investment opportunities; (ii) advises the
Company and the AIFM in relation to acquisitions and disposals; and (iii) provides asset
management services and, if required, development management services.
The Investment Adviser is controlled by Richard Moffitt who has provided investment advisory
services to the Company since launch, and who reports to the Board at each meeting. Other
members of the AIFM team and the investment advisory team attend as required.
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DIRECTORS’ REPORT CONTINUED
The AIFM and the Investment Adviser continued
The Company regularly uses, as agent for its purchases and sales of assets, M1 Agency LLP,
alimited liability partnership in which Richard Moffitt has an interest. Each transaction
isreviewed by the AIFM and the Investment Adviser (excluding Richard Moffitt) and by the
Independent Directors to ensure that the fees payable are in line with market fees and
practice. The total fees paid in the year amounted to £0.6 million (31 March 2023: £1.6 million).
For details as to which Directors are independent of the Investment Adviser, please see the
Director biographies on pages 50 and 51 and the table on page 60.
The Management Engagement Committee annually reviews the performance of the AIFM
and the Investment Adviser and makes recommendations to the Board as to their
continuing appointment. Further information can be found in the Management
Engagement Committee Report on page 70.
LTIP
There was a long-term incentive plan (“LTIP”) in place whereby Logistics Asset Management
LLP had subscribed for C Ordinary Shares issued in Urban Logistics Holdings Limited, a
subsidiary of the Company. Under the terms of the LTIP, the Company was obliged to acquire
the C Ordinary Shares in Urban Logistics Holdings Limited, in return for services provided by
Logistics Asset Management LLP, subject to certain conditions.
The fair value of the share price element of the LTIP award was calculated at the grant date
using the Monte Carlo model. The resulting cost was charged to the Statement of
Comprehensive Income over the vesting period.
In February 2024 the C shares were transferred back to the Group by Logistics Asset
Management LLP, and re-designated as deferred shares.
The LTIP had a final vesting date of 30 September 2023, and vested with zero value.
Further details have been provided in note 14.
Following crystallisation of the LTIP in September 2023, the Company will not establish a
new long-term incentive plan to replace the LTIP.
Annual management fee
The Company will pay the Investment Adviser the following fees, payable quarterly in arrears,
less fees due to PCP2 Ltd and the AIFM until 12 May 2024:
•
0.950% per annum of the Group’s EPRA NTA up to and including £250 million;
•
0.900% per annum of the Group’s EPRA NTA in excess of £250 million and up to and
including £500 million; and
•
0.850% per annum of the Group’s EPRA NTA in excess of £500 million.
From 13 May 2024, the Company will pay the Investment Adviser the following fees, payable
quarterly in arrears:
•
0.900% per annum of the Group’s EPRA NTA up to and including £250 million;
•
0.825% per annum of the Group’s EPRA NTA in excess of £250 million and up to and
including £500 million;
•
0.775% per annum of the Group’s EPRA NTA in excess of £500 million and up to and
including £1 billion; and
•
0.750% per annum of the Group’s EPRA NTA in excess of £1 billion.
Related party transactions
Details on related party transactions can be found in note 32 of the Financial Statements on
p age 113 .
Financial results and dividends
IFRS profit after tax for the year was £24.7 million (31 March 2023: £82.7 million loss),
representing a basic and diluted earnings per share of 5.24 pence, compared with
-17.51pence for the prior year.
Adjusted earnings for the year were £32.5 million, which represents a £0.2 million decrease
when compared to the prior year.
The Company is targeting an annual total return of between 10% and 15% through a
combination of dividends and growth in NAV.
The Company pays dividends on the Ordinary Shares on a half-yearly basis with dividends
declared in respect of the six months ending on 30 September and 31 March in each year.
The following interim dividends totalling 7.6 pence have been paid or declared in respect of
the year ended 31 March 2024:
Description
Pence per
share
Payment
date
Financial
year
Second interim dividend 4.35 19 July 2024 2024
First interim dividend 3.25 15 December 2023 2024
Further information on dividends paid or declared can be found in note 15 to the Financial
Statements and in the Financial Review section on pages 24 to 27.
Financial instruments
Details of the financial instruments used by the Group and financial risk management
policies can be found in note Notes 23 and 24 of the Financial Statements and in the
Principal Risks and Uncertainties section on pages 45 to 48.
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DIRECTORS’ REPORT CONTINUED
Going concern and viability statements
The Company’s going concern and viability statement can be found on page 49.
The Directors have reviewed the current and projected financial position of the Group,
making reasonable assumptions about future trading performance. As part of the review,
the Group has considered its cash balances, its debt maturity profile, including undrawn
facilities, and the long-term nature of the tenant leases.
Employees
There are no senior management or other employees within the Group at either
31 March 2024 or 31 March 2023.
Political donations
No political donations were made by the Company or its subsidiaries during the year or prior
year.
Significant agreements
No significant agreements were entered into during the year ended 31 March 2024.
Further details regarding the principal agreements between the Company and its service
providers, including the Investment Adviser, are set out in note 32 to the Financial
Statements on page 112.
Articles of Association
The Company’s Articles of Association can be found on the Company’s website or by
application to the Company Secretary.
Greenhouse gas emissions and Task Force on Climate-related
Financial Disclosures (“TCFD”)
Information about the Group’s greenhouse gas emissions and the Company’s voluntary
reporting against the TCFD recommendations is set out in the Sustainability Report and
TCFD Report on pages 28 to 39.
Streamlined Energy and Carbon Reporting
Further detail on the Company’s environmental reporting can be found in the Sustainability
Report on pages 28 to 32 and in the Supplementary Information on pages 114 to 123.
Independent auditor
RSM UK Audit LLP has expressed its willingness to continue as auditor for the financial year
ending 31 March 2025. A resolution to re-appoint RSM UK Audit LLP will be put to
shareholders at the 2024 Annual General Meeting.
Audit information
The Directors in office at the date of approval of the Directors’ Report confirm that, so far as
they are aware, there is no relevant audit information of which the Company’s auditor is not
aware.
Each Director has taken all reasonable steps that he or she ought to have taken as a Director
to make him or herself aware of any relevant audit information and to establish that the
Company’s auditor is aware of that information.
Requirements of the Listing Rules
Listing Rule 9.8.4 requires the Company to include specified information in a single
identifiable section of the Annual Report or a cross reference table indicating where the
information is set out. The information required under Listing Rule 9.8.4(7) in relation to
allotment of shares is set out on page 76. information required under Listing Rule 9.8.4(4) in
relation to the LTIP is set out on page 77, information required under Listing Rule 9.8.4(5 and
6) in relation to waiving of emoluments is set out on page 72 and information required under
Listing Rule 9.8.4(10) in relation to management arrangements is set out on pages 70 and 77.
The Directors confirm that no additional disclosures are required in relation to Listing Rule
9.8.4.
Annual General Meeting
The Company’s AGM is scheduled to be held on 24 July 2024. A full description of the
business to be conducted at the meeting is set out in the separate notice of AGM.
Future developments
Further information regarding the future developments of the Company can be found within
the Strategic Report on pages 12 to 27.
Post balance sheet events
On 19 April 2024, the Group disposed of a property in Bedford for consideration of
£3.83million. This asset has been accounted for as ‘Held for Sale’ at year end, in line with the
Group’s accounting policy, details of which can be found within note 4 (on page 94) of
this report.
This report was approved by the Board on 19 June 2024.
Nigel Rich CBE
Chairman
19 June 2024
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DIRECTORS’ RESPONSIBILITY STATEMENT
The Directors are responsible for preparing the Strategic Report and the Directors’ Report,
the Directors’ Remuneration Report and the Financial Statements in accordance with
applicable law and regulations. Company law requires the Directors to prepare Group and
Company Financial Statements for each financial year. The Directors have elected under
company law, and are required under the Listing Rules of the Financial Conduct Authority,
to prepare the Group Financial Statements in accordance with UK-adopted International
Accounting Standards. The Directors have elected under company law to prepare the
Company Financial Statements in accordance with UK-adopted International Accounting
Standards.
The Group and Company Financial Statements are required by law and UK-adopted
International Accounting Standards to present fairly the financial position of the Group and
the Company and the financial performance of the Group and the Company; the Companies
Act 2006 provides in relation to such Financial Statements that references in the relevant
part of that Act to Financial Statements giving a true and fair view are references to their
achieving a fair presentation.
Under company law the Directors must not approve the Financial Statements unless they
are satisfied that they give a true and fair view of the state of affairs of the Group and the
Company and of the profit or loss of the Group and the Company for that period.
In preparing each of the Group and Company Financial Statements, the Directors are
required to:
a. select suitable accounting policies and then apply them consistently;
b. make judgements and accounting estimates that are reasonable and prudent;
c. state whether they have been prepared in accordance with UK-adopted International
Accounting Standards; and
d. prepare the Financial Statements on the going concern basis unless it is inappropriate to
presume that the Group and the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to
show and explain the Group’s and the Company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Group and the Company and enable them
to ensure that the Financial Statements and the Directors’ Remuneration Report comply
with the Companies Act 2006. They are also responsible for safeguarding the assets of the
Group and the Company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
Directors’ statement pursuant to the Disclosure and
TransparencyRules
Each of the Directors, whose names and functions are listed on pages 50 and 51, confirms
that, to the best of each person’s knowledge:
a. the Financial Statements, prepared in accordance with the applicable set of accounting
standards, give a true and fair view of the assets, liabilities, financial position and profit of
the Company and the undertakings included in the consolidation taken as a whole; and
b. the Strategic Report and the Directors’ Report include a fair review of the development
and performance of the business and the position of the Company and the undertakings
included in the consolidation taken as a whole, together with a description of the principal
risks and uncertainties that they face.
The Directors are responsible for the maintenance and integrity of the corporate and
financial information included on the Urban Logistics REIT plc website.
Legislation in the United Kingdom governing the preparation and dissemination of Financial
Statements may differ from legislation in other jurisdictions.
Nigel Rich CBE
Chairman
19 June 2024
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INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF URBAN LOGISTICS REIT PLC
Opinion
We have audited the Financial Statements of Urban Logistics REIT plc (the“parentcompany”)
and its subsidiaries (the “Group”) for the year ended 31 March 2024 which comprise
Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial
Position, Company Statement of Financial Position, Consolidated Statement of Cash Flows,
Company Statement of Cash Flows, Consolidated Statement of Changes in Equity and
Company Statement of Changes in Equity and notes to the Financial Statements, including
significant accounting policies. The financial reporting framework that has been applied in
the preparation of the Group Financial Statements is applicable law and UK-adopted
International Accounting Standards. The financial reporting framework that has been applied
in the preparation of the parent company Financial Statements is applicable law and
UK-adopted International Accounting Standards and, as regards the parent company
Financial Statements, as applied in accordance with the provisions of the Companies Act
2006.
In our opinion:
•
the Financial Statements give a true and fair view of the state of the Group’s and of the
parent company’s affairs as at 31 March 2024 and of the Group’s profit for the year then
ended;
•
the Group Financial Statements have been properly prepared in accordance with
UK-adopted International Accounting Standards;
•
the parent company Financial Statements have been properly prepared in accordance
with UK-adopted International Accounting Standards and as applied in accordance with
the Companies Act 2006; and
•
the Financial Statements have been prepared in accordance with the requirements of
the Companies Act 2006.
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 Auditor’s responsibilities for the audit of the Financial Statements section of our report.
We are independent of the Group and parent company 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. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a basis for
ouropinion.
Summary of our audit approach
Key audit matters
Group
•
Valuation of Investment Property
Parent company
•
No key audit matters
Materiality
Group
•
Overall materiality: £11,400,000 (2023: £11,570,000)
•
Performance materiality: £8,600,000 (2023: £8,670,000)
Parent company
•
Overall materiality: £7,120,000 (2023: £6,890,000)
•
Performance materiality: £5,340,000 (2023: £5,170,000)
Scope
Our audit procedures covered 99% of revenue, 100% of total
assets and 99% of EPRA earnings.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the Group Financial Statements of the current period and
include the most significant assessed risks of material misstatement (whether or not due
to fraud) we identified, including those which had the greatest effect on the overall audit
strategy, the allocation of resources in the audit and directing the efforts of the
engagement team. These matters were addressed in the context of our audit of the Group
Financial Statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
We have determined that there are no key audit matters to communicate in our audit
report in relation to the parent company.
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Valuation of Investment Property
Key audit matter
description
This is detailed in the Audit Committee Report on pages 65 to 67; the
significant accounting judgements and estimates on page 93;
significant accounting policies on pages 94 to 97 and notes to the
Financial Statements on pages 93 to 113.
The Group owns a portfolio of investment properties located across the
UK and the total value of the portfolio at 31 March 2024 was
£1,100million. The Directors’ assessment of the value of the investment
properties at year-end date, is considered a key audit matter due to the
magnitude of the total amount, the potential impact of the movement
in value on the reported results, the subjectivity and complexity of the
valuation process and the significant allocation of audit resources. The
valuation is carried out by external valuers, CBRE, in line with the
methodology set out in note 16. There is an associated fraud risk that
the fee payable to the investment adviser may be manipulated through
misstatement of the property valuation.
How the matter
was addressed in
the audit
We audited the independent valuations of investment properties to
ensure that where appropriate they had been prepared on a consistent
basis for all properties and correctly recorded in the Financial
Statements and in line with the Accounting Standards.
We assessed the external valuers qualifications and expertise and
considered their terms of engagement, we also considered their
objectivity and any other existing relationships with the Group and
concluded that there was no evidence that the valuers objectivity had
been compromised.
We engaged a property valuation specialist as our auditor expert to
assist in the review and challenge of a sample of the valuations. We
selected a sample of twelve sites that had valuation or yield movements
that were higher or lower than expected from our overall review of the
portfolio and requested they complete a detailed assessment of each
valuation.
We discussed with the investment adviser and the valuer the overall
movement in property values and also challenged them on any
properties whose movement was not consistent with overall
movements of the entire portfolio, to gain an understanding of why
these exceptions were reasonable.
We tested a sample of inputs provided by the investment adviser to the
valuer to ensure these reflected the key observable inputs for each
property and considered whether market data for a sample of
properties was consistent with the valuation report.
Key observations
We concluded that the fair values of the investment properties being
adopted by the Group were appropriate.
INDEPENDENT AUDITOR’S REPORT CONTINUED
TO THE MEMBERS OF URBAN LOGISTICS REIT PLC
Our application of materiality
When establishing our overall audit strategy, we set certain thresholds which help us to
determine the nature, timing and extent of our audit procedures. When evaluating whether
the effects of misstatements, both individually and on the Financial Statements as a whole,
could reasonably influence the economic decisions of the users we take into account the
qualitative nature and the size of the misstatements. Based on our professional judgement,
we determined materiality as follows:
Group Parent company
Overall
materiality
£11,400,000
(2023: £11,570,000)
£7,120,000 (2023: £6,890,000)
Basis for
determining
overall materiality
1% of total assets 1% of total assets
Rationale for
benchmark
applied
Total assets used as a
benchmark as we assessed that
the shareholders will be primarily
interested in the growth in the
value of property, represented by
the property valuation.
Total assets used as a
benchmark as we assessed that
the shareholders will be primarily
interested in the value of
company’s assets, represented
by the investment in the group’s
property holding subsidiaries.
Performance
materiality
£8,600,000 (2023: £8,670,000) £5,340,000 (2023: £5,170,000)
Key audit matters continued
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
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81
An overview of the scope of our audit
The Group consists of 19 components, all of which are based in the UK, Jersey and
Guernsey.
The coverage achieved by our audit procedures was:
Number of
components Revenue
Total
assets EPRA Earnings
Full scope audit 12 99% 99% 99%
Specific scope audit 1 — 1% —
Total
13 99% 100% 99%
Analytical procedures at Group level were performed for the remaining six components.
All work was performed by RSM UK Audit LLP.
The impact of climate change on the audit
In planning our audit, we considered the potential impact of the possible risks arising from
climate change on the Group’s and the Parent Company’s Financial Statements and
obtained an understanding of how management identifies and responds to
climate-related risks. Further information on management’s risk assessment, progress and
commitments is provided in the Group’s climate-related risk disclosures on pages 33 to 39
of the Annual Report.
We performed risk assessment procedures including making enquiries of management,
reading board minutes and applying our knowledge of the Group and the Parent Company
and the sector within which it operates, to assess the potential impact on the
FinancialStatements.
Taking account of the nature of the business, the Group continues to develop its
assessment of climate-related risks and resilience of the Group and its properties under
different climate scenarios, as explained in the TCFD Report on pages 33 to 39, we have not
assessed climate-related risk to be significant to our audit. There was also no impact on our
key audit matters.
In accordance with our obligations with regards to other information, we have read the
Group’s climate-related risk disclosures on pages 33 to 39 of the Annual Report and in doing
so have considered whether those disclosures are materially inconsistent with the Financial
Statements or our knowledge obtained during the course of the audit, or otherwise appear
to be materially misstated.
We have not been engaged to provide assurance over the accuracy of the climate-related
risk disclosures set out on pages 33 to 39 in the Annual Report.
Group Parent company
Basis for
determining
performance
materiality
75% of overall materiality 75% of overall materiality
Materiality levels
for transactions
where materiality
levels are lower than
overall materiality
The income statement values
that impact EPRA earnings (see
note 13 to the Financial
Statements on page 99) were
tested using a performance
materiality of 75% of a specific
materiality of £1,568,000 (2023:
£1,850,000) which was calculated
at 5% of EPRA earnings as these
income statement values are
significantly lower than overall
materiality.
The income statement values that
impact profit before dividends
received from subsidiaries were
tested using a performance
materiality of 75% of a specific
materiality of £170,000 (2023:
£242,000) which was calculated at
5% of profit before dividends
received and exceptional items
received as these income
statement values are
significantly lower than overall
materiality.
Reporting of
misstatements to
the Audit Committee
Misstatements in excess of
£573,000 and misstatements
below that threshold that, in our
view, warranted reporting on
qualitative grounds.
Misstatements in excess of
£356,000 and misstatements
below that threshold that, in our
view, warranted reporting on
qualitative grounds.
INDEPENDENT AUDITOR’S REPORT CONTINUED
TO THE MEMBERS OF URBAN LOGISTICS REIT PLC
Our application of materiality continued
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
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82
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;
•
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 their 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.
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’s and parent
company’s ability to continue to adopt the going concern basis of accounting included
review of sensitivity analysis and forecast compliance with covenants. We concluded that
the Directors’ assessment was appropriate in the circumstances.
Based on the work we have performed, we have not identified any material uncertainties
relating to events or conditions that, individually or collectively, may cast significant doubt
on the Group’s or the parent company’s ability to continue as a going concern for a period
of at least twelve months from when the Financial Statements are authorised for issue.
In relation to the entity 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.
Other information
The other information comprises the information included in the Annual Report 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 our 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 this other information, we are required to report
that fact.
We have nothing to report in this regard.
INDEPENDENT AUDITOR’S REPORT CONTINUED
TO THE MEMBERS OF URBAN LOGISTICS REIT PLC
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
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83
The extent to which the audit was considered capable of detecting
irregularities, including fraud
Irregularities are instances of non-compliance with laws and regulations. The objectives of
our audit are to obtain sufficient appropriate audit evidence regarding compliance with
laws and regulations that have a direct effect on the determination of material amounts
and disclosures in the Financial Statements, to perform audit procedures to help identify
instances of non-compliance with other laws and regulations that may have a material
effect on the Financial Statements, and to respond appropriately to identified or suspected
non-compliance with laws and regulations identified during the audit.
In relation to fraud, the objectives of our audit are to identify and assess the risk of material
misstatement of the Financial Statements due to fraud, to obtain sufficient appropriate
audit evidence regarding the assessed risks of material misstatement due to fraud through
designing and implementing appropriate responses and to respond appropriately to fraud
or suspected fraud identified during the audit.
However, it is the primary responsibility of management, with the oversight of those
charged with governance, to ensure that the entity’s operations are conducted in
accordance with the provisions of laws and regulations and for the prevention and
detection of fraud.
In identifying and assessing risks of material misstatement in respect of irregularities,
including fraud, the Group audit engagement team:
•
obtained an understanding of the nature of the industry and sector, including the legal
and regulatory framework that the Group and parent company operate in and how the
Group and parent company are complying with the legal and regulatory framework;
•
inquired of management, and those charged with governance, about their own
identification and assessment of the risks of irregularities, including any known actual,
suspected or alleged instances of fraud;
•
discussed matters about non-compliance with laws and regulations and how fraud
might occur including assessment of how and where the Financial Statements may be
susceptible to fraud having obtained an understanding of the effectiveness of the
control environment.
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 parent
company’s compliance with the provisions of the UK Corporate Governance Code specified
for our review by the 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 and our knowledge obtained during the audit:
•
Directors’ statement with regards the appropriateness of adopting the going concern
basis of accounting and any material uncertainties identified set out on page 49;
•
Directors’ explanation as to their assessment of the Group’s prospects, the period this
assessment covers and why the period is appropriate set out on page 49;
•
Director’s statement on whether it has a reasonable expectation that the Group will be
able to continue in operation and meets its liabilities set out on page 49;
•
Directors’ statement on fair, balanced and understandable set out on page 67;
•
Board’s confirmation that it has carried out a robust assessment of the emerging and
principal risks set out on pages 45 to 48;
•
Section of the Annual Report that describes the review of effectiveness of risk
management and internal control systems set out on page 59; and,
•
Section describing the work of the Audit Committee set out on pages 65 to 67.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement set out on page 79, 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’s and the 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 auditor’s 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.
INDEPENDENT AUDITOR’S REPORT CONTINUED
TO THE MEMBERS OF URBAN LOGISTICS REIT PLC
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
URBAN LOGISTICS REIT PLC |Annual Report and Accounts 2024
84
Other matters which we are required to address
Following the recommendation of the Audit Committee, we were appointed by the Board
on 15 February 2021 to audit the Financial Statements for the year ended 31 March 2021 and
subsequent financial periods.
The period of total uninterrupted consecutive appointment is four years, covering the years
ending 31 March 2021 to 31 March 2024.
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 our audit.
Our audit opinion is consistent with the additional report to the Audit Committee in
accordance with ISAs (UK).
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with
Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so
that we might state to the Company’s members those matters we are required to state to
them in an auditor’s report and 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.
In due course, as required by the Financial Conduct Authority (“FCA”) Disclosure Guidance
and Transparency Rules, these Financial Statements will form part of the Annual Financial
Report prepared in Extensible Hypertext Markup Language (“XHTML”) format and filed on
the National Storage Mechanism of the UK FCA. This auditor’s report provides no assurance
over whether the annual financial report has been prepared in XHTML format.
Euan Banks
(Senior Statutory Auditor)
For and on behalf of RSM UK Audit LLP, Statutory Auditor
Chartered Accountants
25 Farringdon Street
London
EC4A 4AB
19 June 2024
The most significant laws and regulations were determined as follows:
Legislation/
Regulation
Additional audit procedures performed by the
Group audit engagement team included:
IFRS/UK-adopted
International
Accounting
Standards and
Companies Act
2006
Review of the Financial Statement disclosures and testing to
supporting documentation.
Completion of disclosure checklists to identify areas of
non-compliance.
REIT status
compliance
regulations
Input from a tax specialist was obtained regarding the Group’s
compliance with the REIT requirements.
In addition to the valuation of investment property which is set out in the key audit matters
section above, the areas that we identified as being susceptible to material misstatement due
to fraud were:
Risk
Audit procedures performed by the audit
engagement team:
Management
override of
controls
Testing the appropriateness of journal entries and other
adjustments;
Assessing whether the judgements made in making accounting
estimates are indicative of a potential bias; and
Evaluating the business rationale of any significant transactions
that are unusual or outside the normal course of business.
Related party
transactions
We obtained an understanding of the procedures adopted by the
Board to ensure all related party transactions are identified and
checked that the procedures adopted have been followed.
We tested a sample of related party transactions and checked
they are in line with the underlying agreements.
We confirmed that related party transactions are appropriately
disclosed in the Financial Statements.
A further description of our responsibilities for the audit of the Financial Statements is
located on the Financial Reporting Council’s website at: http://www.frc.org.uk/
auditorsresponsibilities. This description forms part of our auditor’s report.
INDEPENDENT AUDITOR’S REPORT CONTINUED
TO THE MEMBERS OF URBAN LOGISTICS REIT PLC
The extent to which the audit was considered capable of
detecting irregularities, including fraud continued
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
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85
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year endedYear ended
31 March31 March
2024 2023
Note£’000£’000
Continuing operations
Revenue
5
5 9, 9 51
55 , 305
Property operating expenses
7
(2 , 5 11)
(2 , 313)
Net rental income
5 7, 4 4 0
52 ,9 92
Administrative and other expenses
(9 , 1 9 1)
(9,683)
Other income
14 7
57
Long-term incentive plan (charge)/credit
14
(11)
4, 345
Operating profit before changes in fair value of investment properties and interest rate derivatives
48, 385
4 7 , 7 11
Changes in fair value of investment property
6, 16
(5 , 810)
(121,1 19)
Profit on disposal of investment property
55
—
Exceptional items
12
(1 ,12 5)
—
Operating profit/(loss)
8
41, 5 0 5
(73,408)
Finance income
243
72
Finance expense
10
(16 ,13 9)
(10 , 75 2)
Changes in fair value of interest rate derivatives
23
(8 6 5)
1, 4 31
Profit/(loss) before taxation
24, 7 44
(82 ,6 57)
Tax charge
11
—
—
Profit/(loss) and total comprehensive income (attributable to the shareholders)
24, 7 44
(82 ,6 57)
Earnings/(loss) per share – basic
13
5.24p
(1 7. 5 1) p
Earnings/(loss) per share – diluted
13
5.24p
(1 7. 5 1) p
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86
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
31 March31 March
20242023
Note£’000£’000
Non-current assets
Investment property
16
1 , 1 05, 587
1,101, 5 8 3
Intangible assets
21
32
Interest rate derivatives
23
1, 4 3 6
1, 8 8 3
Total non-current assets
1,1 0 7, 0 4 4
1,10 3 , 4 9 8
Current assets
Assets held for sale
16
3 ,7 70
14 , 5 0 0
Trade and other receivables
19
6 ,12 1
8,00 6
Interest rate derivatives
23
7 33
1 ,151
Cash and cash equivalents
20
3 0 , 2 74
3 0 ,15 9
Total current assets
40,8 98
5 3 , 8 16
Total assets
1, 147, 9 4 2
1 ,15 7, 314
Current liabilities
Trade and other payables
21
(11, 3 0 0)
(13 , 2 3 3)
Deferred rental income
(13 ,19 8)
(11 , 5 9 6)
Total current liabilities
(24,498)
(24,829)
Non-current liabilities
Long-term rental deposits
(6, 049)
(6 , 5 0 4)
Lease liability
(9 ,7 6 4)
(9 , 4 47)
Bank borrowings
22
(3 4 8 , 9 86)
(3 4 6 ,7 74)
Total non-current liabilities
(36 4 ,7 9 9)
(3 62 , 7 25)
Total liabilities
(389,2 97)
(3 8 7, 5 5 4)
Total net assets
758 ,6 45
76 9,76 0
31 March31 March
20242023
Note£’000£’000
Equity
Share capital
27
4 ,7 2 0
4 ,7 2 0
Share premium
28
4 3 8 , 418
4 3 8 , 41 8
Capital reduction reserve
29
22 8 ,7 6 0
22 8 ,76 0
Other reserves
14
—
12 0
Retained earnings
31
8 6 ,747
9 7, 7 4 2
Total equity
758 ,6 45
76 9,76 0
Net asset value per share – basic
33
16 0 . 74p
16 3 . 0 9p
Net asset value per share – diluted
33
16 0 . 74p
16 3 . 0 9p
The Financial Statements of Urban Logistics REIT plc (registered number 09907096) were
approved by the Board of Directors and authorised for issue on 19 June 2024 and signed on
its behalf by:
Nigel Rich CBE
Chairman
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
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87
COMPANY STATEMENT OF FINANCIAL POSITION
Note
31 March
2024
£’000
31 March
2023
£’000
Non-current assets
Investment subsidiaries 18 685,766 685,766
Intangible assets 21 32
Total non-current assets 685,787 685,798
Current assets
Trade and other receivables 19 26,406 3,449
Cash and cash equivalents 20 749 22
Total current assets 27,155 3,471
Total assets 712,942 689,269
Current liabilities
Trade and other payables 21 (3,538) (2,583)
Total current liabilities (3,538) (2,583)
Total liabilities (3,538) (2,583)
Total net assets 709,404 686,686
Equity
Share capital 27 4,720 4,720
Share premium 28 438,418 438,418
Capital reduction reserve 29 228,760 228,760
Other reserves — 120
Retained earnings 31 37,506 14,668
Total equity 709,404 686,686
The Company has not presented its own Statement of Comprehensive Income, as permitted by section 408 of the Companies Act 2006. The Company made a profit of £58.6 million
(31March 2023: £41.4 million).
The Financial Statements of Urban Logistics REIT plc (registered number 09907096) were approved by the Board of Directors and authorised for issue on 19 June 2024 and signed on its
behalf by:
Nigel Rich CBE
Chairman
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88
CONSOLIDATED STATEMENT OF CASH FLOWS
31 March31 March
20242023
Note£’000£’000
Cash flows from operating activities
Profit/(loss) for the year (attributable to equity
shareholders)
24, 7 44
(82 ,6 57)
Add: amortisation and depreciation
11 3
12 7
Add: changes in fair value of investment property
6, 16
5 , 810
121,1 19
Add/(less): changes in fair value of interest
ratesswaps
865
(1 , 4 31)
Less: profit on disposal of investment property
(5 5)
—
Add: finance expense
10, 22
16 ,13 9
10 , 7 5 2
Add/(less): long-term incentive plan
14
11
(4 , 3 4 5)
Movement in trade and other financial assets
25
8,665
Movement in trade and other financial liabilities
(1, 0 6 5)
(9 , 111)
Cash generated from operations
46 , 587
4 3 ,119
Net cash flow generated from
operating activities
46 , 587
4 3 ,119
Investing activities
Purchase of investment properties
16
—
( 8 6 , 11 2)
Capital expenditure on investment properties
16
(11, 2 3 0)
(3 4 ,79 6)
Disposal of investment properties
16
14,555
—
Acquisition of subsidiary, net of cash acquired
17
—
(8 0 , 391)
Net cash flow generated from/(used in)
investing activities
3, 32 5
(20 1 , 299)
31 March31 March
20242023
Note£’000£’000
Financing activities
Bank borrowings drawn
22
69, 203
121 , 6 0 0
Bank borrowings repaid
22
(6 6 , 4 5 3)
(1 0, 000)
Loan arrangement fees paid
22
(1, 8 4 3)
(2, 0 5 8)
Other borrowings repaid
—
(3 ,0 5 8)
Interest paid
10
(14 , 5 3 7)
(9 , 3 4 6)
Finance lease payments
(2 97)
(3 0 8)
Dividends paid to equity holders
15
(35 , 8 70)
(35 , 870)
Net cash flow (used in)/generated from
financing activities
(4 9,7 9 7)
60,960
Net increase/(decrease) in cash and cash
equivalents for the period
11 5
(9 7, 2 2 0)
Cash and cash equivalents at start of period
3 0 ,15 9
12 7, 3 7 9
Cash and cash equivalents at end of period
3 0, 274
3 0 ,15 9
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89
COMPANY STATEMENT OF CASH FLOWS
Note
Year ended
31 March
2024
£’000
Year ended
31 March
2023
£’000
Cash flows from operating activities
Profit for the period (attributable to equity shareholders) 58,577 41,445
Add: amortisation 11 15
Less: dividends received from subsidiaries (58,000) (36,600)
Add/(less): long-term incentive plan charge/(credit) 14 11 (4,345)
Decrease in trade and other receivables 35,021 74
Increase/(decrease) in trade and other payables 1,030 (388)
Cash generated from operations 36,650 201
Net cash flow generated from operating activities 36,650 201
Investing activities
(Increase)/Decrease in amounts due from Group undertakings — 7,996
Net cash flow generated from investing activities — 7,99 6
Financing activities
Decrease in amounts owed to Group undertakings (53) —
Dividends paid to equity holders 15 (35,870) (35,870)
Net cash flow used in financing activities (35,923) (35,870)
Net increase/(decrease) in cash and cash equivalents for the period 727 (27,673)
Cash and cash equivalents at start of period 22 27,695
Cash and cash equivalents at end of period 749 22
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90
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Capital
ShareSharereductionOtherRetained
capital premiumreservesreservesearningsTotal
Year ended 31 March 2024£’000£’000£’000£’000£’000£’000
1 April 2023
4 ,7 20
4 3 8 , 41 8
22 8 ,76 0
12 0
9 7, 7 4 2
76 9,76 0
Profit for the period
—
—
—
—
24 , 74 4
2 4 ,74 4
Total comprehensive income
—
—
—
—
24, 7 44
24, 744
Transactions with owners in their capacity as owners
Dividends to shareholders
—
—
—
—
(35 , 8 70)
(35 , 8 70)
Long-term incentive plan charge
—
—
—
11
—
11
Transfer between reserves
—
—
—
(1 3 1)
131
—
31 March 2024
4 ,7 2 0
4 3 8 , 418
22 8 ,7 6 0
—
8 6 ,747
75 8, 645
Year ended 31 March 2023
1 April 2022
4 ,7 20
4 3 8 , 41 8
22 8 ,76 0
4,465
216 , 26 9
8 9 2, 6 32
Loss for the period
—
—
—
—
(8 2,6 57)
(82 ,6 57)
Total comprehensive income
—
—
—
—
(8 2,6 57)
(82 ,6 57)
Transactions with owners in their capacity as owners
Dividends to shareholders
—
—
—
—
(3 5, 8 70)
(35 , 870)
Long-term incentive plan credit
—
—
—
(4 , 3 45)
—
(4 , 3 4 5)
31 March 2023
4 ,7 20
4 3 8 , 41 8
22 8 ,76 0
12 0
9 7, 7 4 2
76 9,76 0
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
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COMPANY STATEMENT OF CHANGES IN EQUITY
Year ended 31 March 2024
Share
capital
£’000
Share
premium
£’000
Capital
reduction
reserves
£’000
Other
reserves
£’000
Retained
earnings
£’000
Total
£’000
1 April 2023 4,720 438 ,418 228,760 120 14,668 686,686
Profit for the period — — — — 58,577 58,577
Total comprehensive income — — — — 58,577 58,577
Transactions with owners in their capacity as owners
Dividends to shareholders — — — — (35,870) (35,870)
Long-term incentive plan charge — — — 11 — 11
Transfer between reserves — — — (131) 131 —
31 March 2024 4,720 438,418 228,760 — 37,506 709,404
Year ended 31 March 2023
1 April 2022 4,720 438 ,418 228,760 4,465 9,093 685,456
Profit for the period — — — — 41,445 41,445
Total comprehensive income — — — — 41,445 41,445
Transactions with owners in their capacity as owners
Dividends to shareholders — — — — (35,870) (35,870)
Long-term incentive plan credit — — — (4,345) — (4,345)
31 March 2023 4,720 438 ,418 228,760 120 14,668 686,686
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NOTES TO THE FINANCIAL STATEMENTS
1. Corporate information
Urban Logistics REIT plc (the “Company”) and its subsidiaries (the “Group”) carry out the
business of property lettings throughout the United Kingdom. The Company is a public
limited company incorporated and domiciled in England and Wales and listed on the Main
Market of the London Stock Exchange. The registered office address is Central Square,
29 Wellington Street, Leeds, LS1 4DL.
2. Basis of preparation
The Group and parent company have elected to prepare the Financial Statements in
accordance with UK Company Law and UK-adopted International Accounting Standards
(“IAS”) and interpretations issued by the IFRS Interpretations Committee (“IFRS IC”)
applicable to companies reporting under UK-adopted IFRS.
The Group’s financial information has been prepared on a historical cost basis, except for
investment property and derivative interest rate caps which have been measured at
fair value.
The functional and presentational currency of the Group is considered to be pounds
sterling as this is the currency of the primary environment in which the Company operates.
The Group has chosen to adopt European Public Real Estate Association (“EPRA”) best
practice guidelines for calculating key metrics such as net tangible assets and earnings per
share (www.epra.com/finance/financial-reporting/guidelines).
The Company has not presented its own Statement of Comprehensive Income, as
permitted by section 408 of the Companies Act 2006. The Company made a profit of
£58.6 million (31 March 2023: £41.4 million).
All amounts presented in the notes to the Financial Statements are to the nearest
£1,000 unless otherwise stated.
Going concern
The Directors have reviewed the current and projected financial position of the Group,
making reasonable assumptions about future trading performance. As part of the review,
the Group has considered its cash balances, its debt maturity profile, including undrawn
facilities, and the long-term nature of the tenant leases.
The Group has undertaken risk assessments in respect of the impact on key objectives and
has appropriate response plans such as stress testing, monitoring of tenant performance
and financial reviews. The Group recorded a profit for the year of £24.7 million
(2023: loss of £82.7 million). There is sufficient headroom within all banking loan
to value covenants.
On the basis of this review, and after making due enquiries, the Directors have a reasonable
expectation that the Company and the Group have adequate resources to continue in
operational existence for the foreseeable future. Accordingly, they continue to adopt the
going concern basis in preparing the Annual Report and Financial Statements.
3. Significant accounting judgements, estimates and assumptions
The preparation of the Financial Statements in conformity with the generally accepted
accounting practices requires management to make estimates and judgements that affect
the reported amounts of assets and liabilities, as well as the disclosure of contingent assets
and liabilities at the Statement of Financial Position date and the reported amounts of
revenue and expenses during the reporting period.
Key sources of judgement uncertainty
Fair value of investment property and properties under construction
The Group values its investment properties using a yield capitalisation methodology.
Principal assumptions and management’s underlying estimation of the fair value of those
relate to: capitalised occupancy levels; expected future growth in rental income and
operating costs; maintenance requirements; capitalisation rate; and discount rates. There
are inter-relationships between the valuation inputs and they are primarily determined by
market conditions. The effect of an increase in more than one input could be to magnify
the impact on the valuation. However, the impact on the valuation could be offset by the
inter-relationship of two inputs moving in opposite directions, e.g. an increase in rent may
be offset by a decrease in occupancy, resulting in a minimal net impact on the valuation.
A more detailed explanation of the background, methodology and judgements made by
management that are adopted in the valuation of the investment properties is set out in
note 16 to the Financial Statements.
The market value of an investment property is determined by real estate valuation experts,
to be the estimated amount for which a property should exchange on the date of the
valuation in an arm’s length transaction. Each property has been valued on an individual
basis. The valuation experts use recognised valuation techniques and the principles of
IFRS 13.
The valuations have been prepared in accordance with RICS Valuation – Global Standards
January 2022 (the “Red Book”). Factors reflected include current market conditions, annual
rentals, lease lengths and location. The significant methods and assumptions used by the
valuers in estimating the fair value of investment property, including sensitivities, are set
out in note 16.
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
Segmental reporting
IFRS 8 requires operating segments to be identified on the basis of internal reports that are
regularly reported to the Board to allocate resources to the segments and to assess their
performance. The Directors consider there to be only one reportable segment, being the
investment in the United Kingdom into small logistics warehouses.
Investment properties
Investment properties comprises completed property that is held to earn rentals or for
capital appreciation, or both, and development properties that are under development or
available for development.
Investment properties are initially recognised at cost including transaction costs.
Transaction costs include transfer taxes and professional fees for legal services. Subsequent
to initial recognition, investment properties are carried at fair value, as determined by real
estate valuation experts. Gains or losses arising from changes in fair value are recognised in
the Statement of Comprehensive Income in the period in which they arise.
In accordance with IAS 40, investment property held as a leasehold is stated gross of the
recognised lease liability. Leasehold properties are classified as investment properties and
included in the balance sheet at fair value. The obligation to the lessor for the leasehold is
included in the balance sheet at the present value of minimum lease payments.
Investment properties cease to be recognised when they have been disposed of. The
difference between the disposal proceeds and the carrying amount of the asset is
recognised in the Statement of Comprehensive Income. A disposal is recognised on
exchange if the sale contract is unconditional; if the sale contract on exchange is
conditional, the disposal is recognised on legal completion.
An investment property will be classified as held for sale, in line with IFRS 5: Non-Current
Assets Held for Sale and Discontinued Operations, if its carrying value is expected to be
recovered through a sale transaction rather than through continuing use. An investment
property will be classified in this way when a sale is highly probable, management are
committed to selling the asset at the year-end date, the asset is available for immediate
sale in its current condition and the asset is expected to be disposed of within twelve
months after the date of the Consolidated Statement of Financial Position.
Financial instruments
Financial assets and financial liabilities are recognised in the Statement of Financial
Position when the Group becomes a party to the contractual provisions of the instrument .
4. Principal accounting policies
The principal accounting policies applied in the preparation of these Financial Statements
are set out below. These policies, which are also applicable to the Financial Statements of
the Company, have been consistently applied to all the years presented.
Basis of consolidation
The Financial Statements consolidate the accounts of the Company and all subsidiary
undertakings drawn up to the same year end .
Business combinations
The Group has acquired companies that own real estate. At the time of acquisitions, the
Group considers whether each acquisition represents the acquisition of a business or the
acquisition of an asset. The Group accounts for an acquisition as a business combination
where an integrated set of activities is acquired in addition to the property.
Where such acquisitions are not judged to be the acquisition of a business, they are not
treated as business combinations. Rather, the cost to acquire the corporate entity is
allocated between identifiable assets and liabilities of the entity based upon their relative
fair values at the acquisition date. Accordingly, no goodwill or additional deferred tax arises.
Investment in subsidiaries
Investments in subsidiaries are stated at cost less any provision for permanent diminution
in value. Realised gains and losses are dealt with through the Statement of Comprehensive
Income. A review for impairment is carried out if events or changes in circumstances
indicate that the carrying amount may not be recoverable, in which case an impairment
provision is recognised and charged to the Statement of Comprehensive Income.
Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred.
Borrowings are subsequently measured at amortised cost. Any difference between the
proceeds (net of transaction costs) and the redemption amount is recognised in profit and
loss over the borrowings period using the effective interest method.
Borrowing costs
Borrowing costs in relation to interest charges on bank borrowings are expensed in the
period to which they relate. Fees incurred in relation to the arrangement of bank
borrowings are capitalised and expensed over the term of the loan using the effective
interest method.
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Long-term rent deposits
Long-term rent deposits are held by the Group in separate designated bank accounts
where the use of the monies is restricted and defined in the lease agreements, however
the access to these monies by the Group is not restricted. Rent deposits are typically held
for the term of the lease, and recognised as a separate liability on the Statement of
Financial Position. The rent deposit is classified as non-current until there is less than
twelve months remaining on the lease, when the balance is then recognised as a current
liability.
Revenue recognition
Rental income and service charge income from operating leases on properties owned by
the Group is accounted for on a straight-line basis over the term of the lease. Rental income
excludes service charges and other costs directly recoverable from tenants.
Lease incentives are amortised on a straight-line basis over the term of the lease.
Exceptional items
The Group defines exceptional items to be those that warrant, by virtue of their nature, size
or frequency, separate disclosure on the face of the income statement where, in the opinion
of the Directors, this enhances the understanding of the Group’s financial performance.
4. Principal accounting policies continued
Financial assets
Trade receivables are held in order to collect the contractual cash flows and are initially
measured at the transaction price as defined in IFRS 15, as the contracts of the Group do
not contain significant financing components. Trade receivables are subsequently
measured at amortised cost using the effective interest method less loss allowance.
Impairment losses are recognised based on lifetime expected credit losses in profit or loss.
Other receivables are held in order to collect the contractual cash flows and accordingly are
measured at initial recognition at fair value, which ordinarily equates to cost, and are
subsequently measured at amortised cost less impairment due to their short-term nature.
Financial liabilities
Financial liabilities, equity instruments and warrant instruments issued by the Group are
classified in accordance with the substance of the contractual arrangements entered into
and the definitions of a financial liability and an equity instrument. An equity instrument is
any contract that evidences a residual interest in the assets of the Group after deducting all
of its liabilities. Equity instruments issued by the Group are recorded at the proceeds
received, net of direct issue costs.
Trade and other payables are initially measured at fair value and are subsequently
measured at amortised cost using the effective interest rate method.
Derivative financial instruments
Derivative financial instruments, comprising interest rate caps and swaps for hedging
purposes, are initially recognised at cost and are subsequently measured at fair value, being
the estimated amount that the Group would receive or pay to terminate the agreement at
the period end date, taking into account current interest rate expectations and the current
credit rating of the Group and its counterparties.
The gain or loss at each fair value measurement date is recognised in the Statement of
Comprehensive Income. Premiums payable under such arrangements are initially
capitalised into the Statement of Financial Position, subsequently they are remeasured
and held at their fair values.
Hedge accounting has not been applied in these Financial Statements.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
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Taxation
Taxation on the profit or loss for the year not exempt under UK REIT regulations comprises
current and deferred tax. Current tax is expected tax payable on any non-REIT taxable
income for the year, using tax rates enacted or substantively enacted at the period end
date, and any adjustment to tax payable in respect of previous years.
Dividends
Dividends on equity shares are recognised when they become legally payable. In the case
of interim dividends, this is when paid. In the case of final dividends, this is when approved
by the shareholders at the Annual General Meeting.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and short-term deposits with banks and
other financial institutions, with an initial maturity of three months or less.
Standards and interpretations effective in the current year
In the current year, the following amendments have been adopted which were effective for
the periods commencing on or after 1 January 2023:
•
IFRS 17: Insurance Contracts (effective 1 January 2023);
•
Amendments to IAS 1 and IFRS Practice Statement 2 ‘Disclosure of Accounting Policies’
(effective 1 January 2023); and
•
Amendments to IAS 12 ‘Deferred Tax related to Assets and Liabilities arising from a
Single Transaction’ (effective 1 January 2023); and
•
Amendments to IAS 8 ‘Definition of Accounting Estimates’ (effective 1 January 2023).
The adoption of these amendments has not had a material impact on the Financial
Statements .
4. Principal accounting policies continued
Leases
At inception, the Group assesses whether a contract is or contains a lease. This assessment
involves the exercise of judgement about whether the Group obtains substantially all the
economic benefits from the use of that asset, and whether the Group has the right to direct
the use of the asset.
The Group recognises a right-of-use (“ROU”) asset and a corresponding lease liability at the
commencement date of the lease. The ROU asset is initially measured based on the
present value of lease payments, plus initial direct costs and the cost of obligations to
refurbish the asset, less any incentives received.
Lease payments include fixed payments. When the lease contains an extension or
purchase option that the Group considers reasonably certain to be exercised, the cost of
the option is included in the lease payments.
Each lease payment is allocated between the liability and finance cost. The lease payments
are discounted using the interest rate implicit in the lease if that rate can be readily
determined or, if not, the incremental borrowing rate is used which is the weighted average
cost of debt. The finance cost is charged to profit or loss over the lease period so as to
produce a constant rate of interest on the remaining balance of the liability for each period.
As the head leases meet the definition of investment property, it is initially recognised in
accordance with IFRS 16, and then subsequently accounted for as if it was an investment
property in accordance with the Group’s accounting policy.
ROU assets are included in investment properties and the lease liability included in the
Statement of Financial Position.
Long-term incentive plan
There was a long-term incentive plan (“LTIP”) in place whereby Logistics Asset
Management LLP had subscribed for C Ordinary Shares issued in Urban Logistics Holdings
Limited, a subsidiary of Urban Logistics REIT plc (the “Company”). Under the terms of the
LTIP, the Company was obliged to acquire the C Ordinary Shares in Urban Logistics
Holdings Limited, in return for services provided by Pacific Industrial LLP, subject to certain
conditions.
The fair value of the share price element of the LTIP award was calculated at the grant date
using the Monte Carlo model. The resulting cost was charged to the Statement of
Comprehensive Income over the vesting period.
The LTIP had a final vesting date of 30 September 2023, and vested with zero value.
Further details have been provided in note 14.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
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5. Revenue
The Group is involved in UK property ownership and letting and is considered to operate in
a single geographical and business segment. The total revenue of the Group for the year
was derived from its principal activity, being that of property lettings. No single tenant
accounted for more than 10% of the Group’s gross rental income in both financial years.
All revenue is recognised over the period for which space is occupied by the tenant on a
time apportionment basis.
31 March 31 March
2024 2023
£’000 £’000
Rental income
59,263
54,119
Service charge income
347
251
Licence fee
341
935
Total revenue
59,951
55,305
6. Changes in fair value of investment property
31 March 31 March
2024 2023
£’000 £’000
Revaluation deficit
(5,841)
(120,420)
Movement in expected profit share
31
(699)
Total changes in fair value of investment property
(5,810)
(121,119)
A provision for profit share is included in other creditors where there is a third-party interest.
7. Property operating expenses
31 March 31 March
2024 2023
£’000 £’000
Vacant property costs
1,623
1,566
Letting and marketing fees
351
201
Premise expenses
64
43
Service charge expenses
473
503
Total property operating expenses
2 , 511
2, 313
4. Principal accounting policies continued
Standards and interpretations in issue but not yet effective
At the date of authorisation of these Financial Statements there were standards and
amendments which were in issue but not yet effective and which have not been applied.
The principal ones were:
•
Amendments to IFRS 16 Lease liability in a sale and leaseback (effective 1 January 2024);
•
Amendments to IAS 7 and IFRS 7: Supplier Finance Arrangements (effective
1 January 2024);
•
Amendments to IAS 21: Accounting where there is a lack of exchangeability (effective
1 January 2025);
•
Amendments to IAS 1: Non-current liabilities with covenants, and classification of
liabilities as current or non-current, (effective 1 January 2024); and
•
IFRS 18: Presentation and Disclosure in Financial Statements (effective 1 January 2027
- subject to endorsement by the UKEB).
The Directors do not expect the adoption of these standards and amendments to have a
material impact on the Financial Statements.
Non-GAAP financial information
The Directors have identified certain measures that they believe will assist the
understanding of the performance of the business. The measures are not defined under
IFRS and they may not be directly comparable with other companies’ adjusted measures.
The non-GAAP measures are not intended to be a substitute for, or superior to, any IFRS
measures of performance, but they have been included as the Directors consider them to
be important comparable and key measures used within the business for assessing
performance. The key non-GAAP measures identified by the Group have been defined in
the supplementary information and, where appropriate, reconciliation to the nearest IFRS
measure has been given.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
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10. Finance expense
31 March 31 March
2024 2023
£’000 £’000
Interest on bank borrowings
17,153
10,697
Swap interest received
(2,616)
(1, 351)
Interest on lease liability
274
314
Loan arrangement fee amortisation
1,328
1,092
Total
16,139
10,752
11. Ta xation
As a REIT, the Group is exempt from corporation tax on the profits/losses and gains/losses
from its property investment business, provided it continues to meet certain conditions as
per REIT regulations. For the year ended 31 March 2024 and 31 March 2023, the Group did
not have any non-qualifying losses/profits, and accordingly there is no tax charge in the
period. Any non-qualifying profits and gains, however, will continue to be subject to
corporation tax.
12. Exceptional items
There were £1.1 million exceptional items in the current year (2023: £nil). £0.4 million of these
were incurred in relation to the new management agreement that came into effect on
12 May 2023, and £0.7 million in relation to a potential all-share offer deal that was
subsequently aborted.
8. Operating profit/(loss)
Operating profit/(loss) is stated after charging:
31 March 31 March
2024 2023
£’000 £’000
Directors’ remuneration (note 9)
313
302
Long-term incentive plan (note 14)
11
(4,345)
Auditor’s fees
– Fees payable for the audit of the Company’s annual
accounts
30
28
– Fees payable for the ISRE 2410 review of the Company’s
interim accounts
34
32
– Fees payable for the audit of the Company’s subsidiaries
176
170
Total auditor’s fee
240
230
9. Directors’ remuneration
31 March 31 March
2024 2023
£’000 £’000
Directors’ fees
280
269
Employer’s National Insurance
33
33
Total
313
302
A summary of the Directors’ emoluments, including the disclosures required by the
Companies Act 2006, is set out in the Directors’ Remuneration Report.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
The Group then makes further Company-specific adjustments for the impact of
exceptional items and IFRS 2; Share-based Payment charges. The Group discloses an
adjusted earnings per share measure as it provides a clearer understanding of the Group’s
underlying trading performance.
The potential dilutive impact of the long-term incentive plan (“LTIP”) shares under option
has not been reflected in the table above due to the settlement of the LTIP, in either shares
of Urban Logistics REIT plc, or cash, or a combination of both, being at the Board’s
discretion. The settlement of the LTIP in equity would have had an immaterial impact on
the earnings per share, therefore, this has not been disclosed.
The LTIP had a final vesting date of 30 September 2023, and vested with zero value; no
payment in equity or cash has been made to Logistics Asset Management LLP.
14. Long-term incentive plan (“LTIP”)
The Company had an LTIP, accounted for as an equity-settled share-based payment, in
which Logistics Asset Management LLP had subscribed for 1,000 C Ordinary shares of
£0.01 each in Urban Logistics Holdings Limited, a subsidiary company.
The LTIP was valued on a combination of NAV growth and share price performance.
The LTIP had a final vesting date of 30 September 2023, and vested with zero value; no
payment in equity or cash has been made to Logistics Asset Management LLP.
In February 2024 the C Shares were transferred back to the Group by Logistics Asset
Management LLP, and re-designated as deferred shares.
Charge for
Class of Fair value the year
31 March 2024 share £’000 £’000
Option granted in August 2017
– Share price element
C Ordinary
—
11
– EPRA NTA element
C Ordinary
—
—
—
11
Charge/
(credit) for
Class of Fair value the year
31 March 2023 share £’000 £’000
Option granted in August 2017
– Share price element
C Ordinary
131
21
– EPRA NTA element
C Ordinary
—
(4,366)
131
(4,345)
13. Earnings per share
The calculation of the basic earnings per share (“EPS”) was based on the profit/(loss)
attributable to Ordinary Shareholders divided by the weighted average number of Ordinary
Shares outstanding during the period, in accordance with IAS 33.
31 March 31 March
2024 2023
£’000 £’000
Profit attributable to Ordinary Shareholders
Total comprehensive income/(loss)
24,744
(82,657)
Weighted average number of Ordinary Shares in issue
471, 975 ,411
47 1, 975 ,411
Basic earnings/(loss) per share (pence)
5.24p
(17.51)p
Number of diluted shares under option/warrant
—
—
Weighted average number of Ordinary Shares for the
purpose of dilutive earnings per share
471, 975 ,411
47 1, 97 5 ,411
Diluted earnings/(loss) per share (pence)
5.24p
(17. 51)p
Adjustments to remove:
Changes in fair value of investment property
5,810
121,119
Changes in fair value of interest rate derivatives
865
(1,431)
Profit on disposal of investment properties
(55)
—
EPRA earnings
31,364
37,031
EPRA earnings per share (pence)
6.65p
7.85p
Adjustments to add back:
LTIP adjustment
11
(4,345)
Exceptional items
1,125
—
Adjusted earnings
32,500
32,686
Adjusted earnings per share (pence)
6.89p
6.93p
The number of Ordinary Shares is based on the time weighted average number of shares
throughout the year.
EPRA earnings per share is based on the European Public Real Estate Association’s
definition of earnings and is defined as profit or loss for the year after tax excluding
changes in fair value of investment property, changes in the fair value of interest rate
derivatives and profit or loss on disposal of investment properties.
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
15. Dividends
31 March 31 March
2024 2023
£’000 £’000
Ordinary dividends paid
2022: second interim dividend: 4.35 pence per share
—
20,531
2023: first interim dividend: 3.25 pence per share
—
15,339
2023: second interim dividend: 4.35 pence per share
20,531
—
2024: first interim dividend: 3.25 pence per share
15,339
—
Total dividends paid in the year
35,870
35,870
Total dividends paid in the year (per share)
7.60p
7.60p
Total dividends declared in respect of the financial year
(per share)
7. 6 0p
7. 6 0p
On 8 November 2023, the Company declared an interim dividend for the first half of the
financial year ended 31 March 2024 of 3.25 pence per Ordinary Share. The dividend was paid
as a property income distribution on 15 December 2023 to shareholders on the register on
24 November 2023.
On 19 June 2024, the Company declared a second interim dividend of 4.35 pence per
Ordinary Share in respect of the six months to 31 March 2024. The dividend will be paid as
a property income distribution on 19 July 2024 to shareholders on the register on
28 June 2024. The second interim dividend has not been recognised in the Financial
Statements for the year ended 31 March 2024.
16. Investment properties
In accordance with IAS 40: Investment Property, investment property is carried at its fair
value as determined by an external valuer. This valuation has been conducted by CBRE and
has been prepared as at 31 March 2024, in accordance with the RICS Valuation –
Professional Standards UK January 2022 (the “Red Book”).
The valuations have been prepared in accordance with those recommended by the
International Valuation Standards Committee and are consistent with the principles in IFRS.
Investment Development
properties properties Total
31 March 2024 £’000 £’000 £’000
At 1 April 2023
1,074,103
17,9 05
1,092,008
Capital expenditure
6,871
4,359
11, 2 3 0
Transfer of assets held for sale
(3,770)
—
(3,770)
Transfer of completed development
properties
15, 363
(15,363)
—
Movement in tenant lease incentives
2,150
—
2,150
Revaluation deficit
(5,625)
(216)
(5 , 841)
Investment properties excluding head lease
ROU assets at 31 March 2024
1,089,092
6,685
1,095,777
Add: right-of-use assets
9,810
—
9,810
Total investment properties at 31 March 2024
1,098,902
6,685
1,105,587
Included within the carrying value of investment property is £10.9 million
(2023: £8.7 million) in respect of tenant lease incentives. This balance is recognised in
accordance with IFRS treatment of leases and the Group’s revenue recognition policy.
Lease incentives are amortised on a straight-line basis over the term of the lease.
At 31 March 2024, the development properties grouping contained only land plots, and no
active developments.
31 March 31 March
2024 2023
£’000 £’000
Investment property at fair value per Group Statement of
Financial Position
1,089,092
1,074,102
Assets held for sale
3,770
14,500
Total investment property valuation
(excludingdevelopments)
1,092,862
1,088,602
Developments
6,685
17,905
Total investment property valuation
1,099,547
1,106,507
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
16. Investment properties continued
Assets held for sale
31 March 31 March
2024 2023
£’000 £’000
Assets held for sale
3,770
14,500
Assets held for sale represent one investment property that was under offer at year end.
The asset has been classified as held for sale due to meeting the criteria detailed in the
Group’s accounting policy, which can be found under ‘Investment properties’ within note 4.
The asset has subsequently been sold. See note 34: Post balance sheet events.
Investment property is made up of 83.2% freehold assets and 16.8% leasehold assets
(2023: 77.5% freehold assets and 22.5% leasehold assets). The right-of-use asset balance
solely relates to the Leasehold assets.
The Group has no restrictions on the realisability of its investment properties. Contractual
obligations arising from contracts entered into as at year end are disclosed in the capital
commitments within note 26. There are no other contractual obligations to purchase,
construct or develop investment properties or for repairs, maintenance and enhancements.
Investment Development
properties properties Total
31 March 2023 £’000 £’000 £’000
At 1 April 2022
979,962
34,735
1,014,697
Property acquisitions through corporate
acquisitions
82,610
—
82,610
Property acquisitions
83,595
2, 517
8 6 ,112
Capital expenditure
8,616
26,180
34,796
Revaluation (deficit)/surplus
(126 ,171)
5,751
(120,420)
Transfer of assets held for sale
(14, 500)
—
(14,500)
Transfer of development land
(4,630)
4,630
—
Tenant lease incentives
8,712
—
8,712
Transfer of completed development
properties
55,908
(55,908)
—
At 31 March 2023
1,074,102
17,9 05
1,092,007
Add: right-of-use asset
9,576
—
9,576
Total investment properties at 31 March 2023
1,083,678
17,905
1,101,583
Total rental income for the year recognised in the Consolidated Statement of
Comprehensive Income amounted to £59.3 million (31 March 2023: £54.1 million).
Investment property – level 3
The Group’s investment property assets are classified as level 3, as defined by IFRS 13, in the
fair value hierarchy. Level 3 inputs for the asset or liability that are derived from formal
valuation techniques include inputs for the asset or liability that are not based on
observable market data.
The valuation has been prepared on the basis of fair value (“FV”), in accordance with IFRS 13,
which is defined as:
“The price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date.”
Fair value, for the purpose of financial reporting under IFRS 13, is effectively the same as
market value, which is defined as:
“The estimated amount for which an asset or liability should exchange on the valuation
date between a willing buyer and a willing seller in an arm’s length transaction, after proper
marketing and where the parties had acted knowledgeably, prudently and without
compulsion.”
The table below analyses:
•
the fair value measurement at the end of the reporting year;
•
a description of the valuation techniques applied;
•
the inputs used in the fair value measurement, including the ranges of rent charged to
different units within the same building; and
•
for level 3 fair value measurements, quantitative information about significant
unobservable inputs used in the fair value measurement.
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
16. Investment properties continued
Valuation techniques
The yield capitalisation approach is used by the Groups external valuer when valuing the Group’s commercial investment properties which uses market rental values with a market
capitalisation rate. The resulting valuations are cross-checked against the net initial yields and the fair market values based on recent market transactions.
For investment properties under development, properties are valued using a residual values method approach. The fair value is calculated by estimating the fair value of the completed
property using the yield capitalisation approach less estimated costs to complete and a risk premium. There are no investment properties under development at year end, therefore there
are no costs to complete to be considered when valuing the land.
The tables below illustrate the impact of changes in key unobservable inputs, in isolation, on the fair value of the Group’s portfolio:
ERV (p.a.)
Equivalent yield
Fair value Valuation Min Max Average Min Max Average
£’000 technique £ £ £ % % %
Completed investment
1,092,862
Yield capitalisation
66,984
3,4
41, 936
588,745
5.3%
12. 5%
6.3%
Development property
6,685
Residual method
30,000
30,000
30,000
4.0%
6.4%
5.2%
Total
1,099,547
ERV per sq ft
Equivalent yield
Asset size Fair value Valuation Min Max Average Min Max Average
(Sq ft) £’000 technique £ £ £ % % %
0 – 50,000
214, 380
4.99
15.32
8.64
5.5%
12.5%
6.03%
50,001 – 1
00,000
313,791
Yield capitalisation
4.50
14. 82
7. 54
5.3%
9.2%
5.99%
100,001 – 1
50,000
277,095
0.88
10.92
5.93
5.5%
9.1%
6.46%
150,001+
252,126
3.38
23.27
8.18
5.5%
7.3%
6.03%
Developments
6,685
Residual method
NA
NA
NA
NA
NA
NA
Other
35,470
Yield capitalisation
7.61
15.92
10.08
5.5%
6.0%
5.73%
Total
1,099,547
External valuations have been performed at an asset level, while portfolio analysis on page 16 is performed at a unit level.
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
16. Investment properties continued
Valuation techniques continued
ERV per sq ft
Equivalent yield
Fair value Min Max Average Min Max Average
Region £’000 £ £ £ % % %
Midlands
400,015
5.25
23.27
8.08
5.5%
9.0%
6.1%
South East
319,086
6.00
15. 34
10.51
5.3%
6.5%
5.6%
South West
66,445
4.50
15.92
7. 39
5.5%
7.1%
6.1%
North East
114, 32 3
0.88
11. 0 0
3.98
5.5%
7.5%
6.3%
North West
127,930
4.99
11. 8 3
7. 31
5.5%
6.8%
6.1%
Scotland
63,208
5.25
11. 51
6.86
6.5%
12.5%
7.8%
Wales
1,855
8.25
8.25
8.25
7.0%
7.0%
7.0%
Developments
6,685
NA
NA
NA
4.0%
6.4%
5.2%
Total
1,099,547
The above table discloses developments separately, whereas our portfolio analysis (on page 17) includes these within their geographic locations.
Sensitivities
Significant increases/decreases in the ERV (per sq ft per annum) and rental growth per annum in isolation would result in a significantly higher/lower fair value measurement. Significant
increases/decreases in the long-term vacancy rate and discount rate (and exit yield) in isolation would result in a significantly higher/lower fair value measurement.
Generally, a change in the assumptions made for the ERV (per sq ft per annum) is accompanied by:
•
a similar change in the rent growth per annum and discount rate (and exit yield); and
•
an opposite change in the long-term vacancy rate.
The above sensitivities excludes investment properties under construction.
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
16. Investment properties continued
Valuation techniques continued
Key unobservable inputs for development properties include ERV and net initial yield, however hypothetical changes in these inputs are not considered to have a material impact on the fair
value of investment properties, therefore this has not been disclosed.
Impact on valuations
Impact on valuations
Fair value at
Asset size 31 March 2024 ERV +5% ERV -5% ERV -25bps EY +25bps EY
(Sq ft) £’000 £’000 £’000 £’000 £’000 £’000
0 – 50,000
214, 380
13,847
10,719
(10,719)
9,235
(8,502)
50,001 – 1
00,000
313,791
20,359
15,690
(15,690)
13,455
(12,392)
100,001 – 1
50,000
277,095
19,920
13,855
(13, 855)
10,678
(9,914)
150,001+
252,126
17,458
12,606
(12,606)
10,102
(9,353)
Developments
6,685
30
334
(334)
9,797
(2,492)
Other
35,470
3,157
1,774
(1,774)
1,096
(1,032)
Total
1,099,547
74,771
54,978
(54,978)
54,363
(43,685)
Impact on valuations
Impact on valuations
Fair value at
31 March 2024 ERV +5% ERV -5% ERV -25bps EY +25bps EY
Region £’000 £’000 £’000 £’000 £’000 £’000
Midlands
400,015
27,793
20,001
(20 ,0 01)
15,971
(14,790)
South East
319,086
20,226
15,954
(15,954)
14,018
(12,886)
South West
66,445
4,438
3,322
(3,322)
2,764
(2,552)
North East
114 , 32 3
7,797
5,716
(5,716)
4,653
(4,303)
North West
127,930
8,738
6,397
(6,397)
5,199
(4,809)
Scotland
63,208
5,622
3,160
(3,160)
1,954
(1,840)
Wales
1,855
127
93
(93)
75
(70)
Developments
6,685
30
334
(334)
9,797
(2,492)
Total
1,099,547
74,771
54,977
(54,977)
54,431
(43,742)
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
17. Acquisition of subsidiaries
No subsidiaries were acquired in the current period.
On 23 August 2022, the Group obtained sole control of Athora UK Re Log Property 21 Limited and Athora Re Log Property 12 Limited, property investment companies incorporated in
Guernsey, through the acquisition of the entire issued share capital.
The Directors considered whether this acquisition meets the definition of the acquisition of a business or the acquisition of a group of assets and liabilities. It was concluded that the
acquisition did not meet the criteria for the acquisition of a business as outlined in IFRS 3 as it did not have an integrated set of activities and assets that were capable of being conducted
and managed for the purpose of providing a return in the form of dividends, lower costs or other economic benefits directly to investors.
The table below sets out the initial fair values to the Group in respect of this acquisition.
Redemption Fair value
Book value of liabilities adjustments Total
£’000 £’000 £’000 £’000
Investment properties
81,385
—
1,225
82,610
Other receivables
61
—
—
61
Finance liabilities
(30,775)
30,775
—
—
Other liabilities
(2,280)
—
—
(2,280)
Total
48,391
30,775
1,225
80,391
Net cash outflow arising on acquisition
Total consideration
80,391
Less: cash and cash equivalents acquired
—
Cash consideration net of cash acquired
80,391
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
18. Investments
Investments are analysed as follows:
Group Company
£’000 £’000
At 1 April 2023
—
685,766
Additions
—
—
At 31 March 2024
—
685,766
Details of the Group’s subsidiary undertakings as at 31 March 2024, all of which are included in the consolidated Financial Statements, are given below:
Company name
Holding
Country of incorporation
Principal activity
Effective Group interest
Urban Logistics Holdings Limited
Direct
England and Wales
Holding Company
100.00%
Urban Logistics Acquisitions 1 Limited
Indirect
England and Wales
Holding Company
100.00%
Urban Logistics Acquisitions 2 Limited
Indirect
England and Wales
Property Investment
100.00%
Urban Logistics Acquisitions 3 Limited
Indirect
England and Wales
Property Investment
100.00%
Urban Logistics Acquisitions 4 Limited
Indirect
England and Wales
Property Investment
100.00%
Urban Logistics Acquisitions 5 Limited
Indirect
England and Wales
Property Investment
100.00%
Urban Logistics Acquisitions 6 Limited
Indirect
England and Wales
Property Investment
100.00%
Urban Logistics Acquisitions 7 Limited
Indirect
England and Wales
Property Investment
100.00%
Urban Logistics Acquisitions 8 Limited
Indirect
England and Wales
Property Investment
100.00%
Urban Logistics Acquisitions 9 Limited
Indirect
England and Wales
Property Investment
100.00%
Urban Logistics Prop Co 1 (AC) Limited
Indirect
England and Wales
Property Investment
100.00%
Urban Logistics Hoddesdon Limited
Indirect
England and Wales
Property Investment
100.00%
Urban Logistics K Holdings Limited
Indirect
England and Wales
Holding Company
100.00%
Urban Logistics K Properties Limited
Indirect
England and Wales
Property Investment
100.00%
Urban Logistics Dundee Limited
Indirect
Scotland
Property Investment
100.00%
EOS Property Unit Trust
Indirect
Jersey
Property Investment
100.00%
Athora UK RE Log Property 12 Limited
Indirect
Guernsey
Property Investment
100.00%
Athora UK RE Log Property 21 Limited
Indirect
Guernsey
Property Investment
100.00%
Sheds General Partner 2 Limited
Indirect
England and Wales
Dormant
100.00%
1
1
1
2
2
1
1. At 31 March 2024, these companies were in liquidation.
2. At 31 March 2024, these companies are in the process of being liquidated.
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
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106
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
Trade receivables comprise rental income which is due on contractual quarter days.
At 31 March 2024, £2,830,748 (31 March 2023: £2,175,805) was due from tenants. Trade
receivables are written off when there is no reasonable expectation of recovery. During
the year, the Group has written off £0.4 million (31 March 2023: £nil), equivalent to 0.5%
(31 March 2023: 0.0%) of all rent demanded over the year.
Based upon historical loss experience and a forward-looking assessment, no expected
credit loss provision has been recognised (2023: £nil).
20. Cash and cash equivalents
Group Company Group Company
31 March 31 March 31 March 31 March
2024 2024 2023 2023
£’000 £’000 £’000 £’000
Cash and cash equivalents
30,274
749
30,159
22
Total
30,274
749
30,159
22
Group cash and cash equivalents available include £6.05 million (31 March 2023: £7.00 million)
of restricted cash in the form of rental deposits held on behalf of tenants.
21. Trade and other payables
Group Company Group Company
31 March 31 March 31 March 31 March
2024 2024 2023 2023
£’000 £’000 £’000 £’000
Falling due in less than
one year:
Trade and other payables
2,803
2,468
2,307
39
Social security and other taxes
1,841
168
—
425
Accruals
4,266
902
5,518
2,066
Amounts owed to Group
companies
—
—
—
53
Lease liability
279
—
272
—
Rent deposits
—
—
544
—
Other creditors
2 ,111
—
4,592
—
Total
11, 30 0
3,538
13, 233
2,583
The Group has financial risk management policies in place to ensure that all payables are
paid within the credit timeframe. Due to their short maturities, the fair value of trade and
other payables, accruals and lease liabilities approximates their book value.
18. Investments continued
Unless otherwise stated, the registered office address for companies incorporated in
England and Wales: Bond House, 19-20 Woodstock Street, Mayfair, W1C 2AN.
Registered office address of the trustees of the EOS Property Unit Trust incorporated in
Jersey: 47 Esplanade, St Helier, Jersey, JE1 0BD.
Registered office address of the Company incorporated in Scotland: 5th Floor, 1 Exchange
Crescent, Conference Square, Edinburgh, Scotland, EH3 8UL.
Registered office address of the companies incorporated in Guernsey: Regency Court,
Glategny Esplanade, St. Peter Port, Guernsey, GY1 3AP.
19. Trade and other receivables
Group Company Group Company
31 March 31 March 31 March 31 March
2024 2024 2023 2023
£’000 £’000 £’000 £’000
Trade receivables
2,831
—
2,176
—
Other receivables
408
18
3,624
105
Amounts due from Group
undertakings
—
26, 317
—
3,230
Prepayments
2,882
71
2,095
114
Licence fee receivable
—
—
111
—
Total
6,121
26,406
8,006
3,449
Trade receivables are due within 30 days of the date at which the invoice is generated and
are not interest bearing in nature. All trade receivables relate to amounts that are less than
30 days overdue as at the year-end date. Due to their short maturities, the fair value of trade
and other receivables (including licence fee receivable) approximates their book value.
Amounts due from Group undertakings have been issued without terms and are interest
free; therefore, the full amount has been recognised within trade and other receivables due
within one year, and is expected to be recovered within twelve months of the balance
sheet date.
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107
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
Bank Lease
borrowings liability Total
31 March 2023 £’000 £’000 £’000
Balance at 1 April 2022
236,140
8,982
245,122
Bank borrowings drawn in the year
121,600
—
121,60
0
Bank borrowings repaid in the year
(10,000)
—
(10,000)
Loan arrangement fees paid
(2,058)
—
(2,058)
Rental payments
—
(308)
(308)
Non-cash movements:
Amortisation of loan arrangement fees
1,092
—
1,092
Interest on lease liability
—
314
314
New leases
—
731
731
Total
346,774
9,719
356,493
On 7 July 2023, the Group entered into a £57.3 million sustainability-linked loan facility
with Aviva Investors, which provided a ten-year term and came at a fixed cost of 6.17%.
This facility includes, inter alia, margin rate improvement available on hitting environmental
targets across the assets charged. The bank borrowings from both facilities are secured
over the investment properties owned by the Group.
The bank borrowings from both facilities are secured over investment properties owned by
the Group. At 31 March 2024, £989 million of the £1,100 million was pledged as security
across both facilities.
Bank borrowings include unamortised loan arrangement fees of £4.7 million
(2023: £4.2 million).
The Company’s loan facilities all contain three financial covenants; historical Interest cover,
projected interest cover and LTV. These are reported on a quarterly basis. The table below
shows the hurdle and year end position for both facilities. Interest cover has been defined
in the glossary.
Barclays
Aviva
Hurdle
Actual
Hurdle
Actual
LTV
55%
25%
60%
42%
Historical interest cover
200%
523%
240%
304%
Projected interest cover
200%
478%
240%
295%
22. Bank borrowings and reconciliation of liabilities to cash flows
from financing activities
Borrowings are initially recognised at fair value, net of transaction costs incurred.
Borrowings are subsequently measured at amortised cost. Any difference between the
proceeds (net of transaction costs) and the redemption amount is recognised in profit or
loss over the period of the borrowings using the effective interest method.
Bank Lease
borrowings liability Total
31 March 2024 £’000 £’000 £’000
Balance at 1 April 2023
346,774
9,719
356,493
Bank borrowings drawn in the year
69,203
—
69,203
Bank borrowings repaid in the year
(66,453)
—
(66,453)
Loan arrangement fees paid
(1,843)
—
(1,843)
Rental payments
—
(297)
(297)
Non-cash movements:
Amortisation of loan arrangement fees
1,328
—
1,328
Interest on lease liability
—
274
274
Rent review on head lease
—
347
347
Accrued loan arrangement fees
(23)
—
(23)
Total
348,986
10,043
359,029
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
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108
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
24. Financial risk management
Financial instruments – Group
The Group’s financial instruments comprise financial assets and liabilities that arise directly
from its operations: cash and cash equivalents, trade and other receivables, trade and other
payables, lease liabilities and accruals, interest rate derivatives and bank borrowings.
The main purpose of these financial instruments is to provide finance for the acquisition
and development of the Group’s investment property portfolio.
Book value Fair value Book value Fair value
31 March 31 March 31 March 31 March
2024 2024 2023 2023
£’000 £’000 £’000 £’000
Financial assets
Trade and other receivables
3,239
3,239
4,679
4,679
Cash and short-term deposits
30,274
30,274
30,159
30,159
Interest rate derivatives
2,169
2,169
3,034
3,034
Financial liabilities
Trade and other payables
(9,180)
(9,180)
(9,257)
(9,257)
Bank loans
(353,714)
(339,123)
(350,964)
(319,384)
Lease liabilities
(10,043)
(10,043)
(9,719)
(9,719)
Rent deposits
(6,049)
(6,049)
(7,048)
(7,048)
Amounts totalling £2,881,853 (31 March 2023: £3,327,406) have been deducted from Trade
and other receivables in relation to prepayments and VAT. These have been deducted as
there is either no contractual right to receive cash or relate to a right to receive goods or
services in the future.
An amount totalling £2,119,574 (31 March 2023: £3,431,894) has been deducted from Trade
and other payables in relation to lease obligations due in less than one year and other tax
and social security. Lease obligations due in one year, has instead been included in this
table within lease liabilities.
The fair value of the non-current borrowings are based on discounted cash flows using a
current borrowing rate. They are classified as level 3 fair values.
23. Interest rate derivatives
The Group has used interest rate swaps to mitigate exposure to interest rate risk. The total
fair value of these contracts is recorded in the Statement of Financial Position. The interest
rate derivatives are marked to market by the relevant counterparty banks on a quarterly
basis. Any movements in the fair value of the interest rate derivatives are taken to changes
in fair value of interest rate derivatives in the Statement of Comprehensive Income.
Year ended Year ended
31 March 31 March
2024 2023
£’000 £’000
Derivative interest rate swaps
At beginning of year
3,034
1,603
Change in fair value in the year
(865)
1,431
Total
2,169
3,034
Current derivative interest rate swaps
733
1,151
Non-current derivative interest rate swaps
1,436
1,883
Total
2,169
3,034
The interest rate derivatives run coterminous to the term of the respective loan, being
6 August 2025.
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
Interest rate risk
The Group has both interest-bearing assets and interest-bearing liabilities. Interest-bearing
assets comprise only cash and cash equivalents which earn interest at a variable rate. The
Group’s debt strategy is to minimise the effect of a significant rise in underlying interest
rates by utilising interest rate swaps.
The Group monitors its interest rate exposure on a regular basis. A sensitivity analysis was
performed to ascertain the impact of a 100 basis point shift in interest rates on the Group’s
profit or loss; it would result in an increase of £0.3 million or a decrease of £0.3 million. A 100
basis point shift was considered appropriate based on current SONIA levels and the market
expectations of future rises or cuts.
The Directors will revisit the appropriateness of this policy should the Group’s operations
change in size or nature.
Details of the terms of the Group’s borrowings are disclosed in note 22.
Market risk
Market risk is the risk that the fair values of financial instruments will fluctuate due to
changes in market prices. The financial instruments held by the Group that are affected by
market risk are principally the Group’s cash balances along with interest rate swaps to
mitigate interest rate risk.
Foreign exchange risk
There is no foreign exchange risk to the Group and Company as all trading is in GBP .
24. Financial risk management continued
Credit risk
Credit risk is the risk of financial loss to the Group if a client or counterparty fails to meet its
contractual obligations.
The Group’s credit risk is primarily attributable to its trade receivables. The Group has
implemented policies that require appropriate credit checks on potential tenants before
lease agreements are signed. The amount of exposure to any individual counterparty is
subject to a limit, which is reassessed annually by the Board.
Outstanding trade receivables are regularly monitored. The maximum exposure to credit
risk at the reporting date is the carrying value of each class of financial asset.
There is also credit risk attributable to the Group’s cash and short-term deposits. The Board
considers the credit risk of banks and only utilises appropriately rated institutions.
Trade receivables mainly consist of amounts invoiced for tenant rentals, and are presented
in the Statement of Financial Position net of loss allowances. Trade receivables are written
off when there is no reasonable expectation of recovery. During the year, the Group has
collected 99.12% (31 March 2023: 99.96%) of all rent due and demanded, and 0.88%
(31 March 2023: 0.04%) was written off or outstanding at the time of signing these Financial
Statements. Calculation of the loss allowance as at 31 March 2024 and 31 March 2023 has
not been disclosed based on the closing allowance being immaterial.
Credit risk is mitigated by tenants being required to pay rent in advance under their lease
obligations. Tenant deposits and/or guarantees are obtained at the time of entering into a
lease agreement if the covenant testing performed suggests the tenant has a low credit
rating. Covenant analysis is carried out regularly to review the credit position of every
tenant.
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
24. Financial risk management continued
Liquidity risk
The Group actively maintains a medium-term debt finance that is designed to ensure it has sufficient available funds for operations and committed investments. The Group monitors its
levels of working capital to ensure that it can meet its debt repayments as they fall due.
The following table details the Group’s remaining contractual maturity for the Group’s non-derivative financial liabilities with agreed maturity periods. The table has been drawn based on
undiscounted cash flows of the financial liabilities based on the earliest date on which the Group can be required to pay. The tables include both interest and principal cash flows:
Six months Six to One to Two to More than
or less twelve months two years five years five years Total
31 March 2024 £’000 £’000 £’000 £’000 £’000 £’000
Bank borrowings
6,255
6,222
97,447
108,022
204,614
422,560
Lease liabilities
153
153
306
918
43,494
45,024
Trade and other payables
11,021
—
—
—
—
11, 021
Rent deposits
—
—
—
312
5,737
6,049
17,429
6,375
97,753
109,252
253,845
484,654
Six months Six to One to Two to More than
or less twelve months two years five years five years Total
31 March 2023 £’000 £’000 £’000 £’000 £’000 £’000
Bank borrowings
5,286
5,286
10,574
163,169
209,964
394,279
Lease liabilities
152
152
304
911
42,596
4 4 ,115
Trade and other payables
12,417
—
—
—
—
12,417
Rent deposits
544
—
—
498
6,006
7,048
18,399
5,438
10,878
164,578
258,566
457,859
Included within the bank borrowings is £68.84 million (31 March 2023: £43.31 million) bank interest payable up to the point of maturity across both facilities.
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
25. Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to
continue as a going concern in order to provide returns for shareholders and continue to
qualify for UK REIT status.
The Group defines capital as being share capital plus reserves. The Board of Directors
monitors the level of capital as compared to the Group’s debt facility and adjusts the ratio of
debt to capital as is determined to be necessary, by issuing new shares, reducing or
increasing debt, paying dividends and returning capital to shareholders.
The Directors intend that the Group will maintain a conservative level of aggregate
borrowings with a medium-term target of 30-40% of the Group’s gross assets.
26. Capital commitments
The Group has entered into contracts with unrelated parties for the construction and
refurbishment of warehouses with a total value of £3.2 million (31 March 2023: £65.0 million).
At 31 March 2024, £1.1 million of such commitments remained outstanding (31 March 2023:
£11.1 million).
27. Share capital
31 March 31 March 31 March 31 March
Authorised, issued and fully 2024 2024 2023 2023
paid up at 1 pence each Number £’000 Number £’000
471,
975,411
4,720
471, 9 75 , 411
4,720
Balance brought forward
471,
975,411
4,720
471, 97 5,411
4,720
At 31 March 2024
471, 975
,411
4,720
471, 97 5,411
4,720
28. Share premium
Share premium relates to amounts subscribed for share capital in excess of nominal value
less any associated issue costs that have been capitalised.
31 March 31 March
2024 2023
£’000 £’000
Balance brought forward
438,418
438,418
At 31 March 2024
438,418
438,418
24. Financial risk management continued
Financial instruments – Company
The Company’s financial instruments comprise amounts due from and owed to Group
undertakings, cash and cash equivalents, other receivables (including licence fees), and
trade and other payables.
Book value Fair value Book value Fair value
31 March 31 March 31 March 31 March
2024 2024 2023 2023
£’000 £’000 £’000 £’000
Financial assets
Trade and other receivables
26,336
26,336
3,336
3,336
Cash and short-term deposits
749
749
22
22
Financial liabilities
Trade and other payables
(3,370)
(3,370)
(2,158)
(2,158)
Amounts totalling £0.07 million have been deducted from Trade and other receivables in
relation to prepayments. These have been deducted as there is either no contractual right
to receive cash or they relate to a right to receive goods or services in the future.
Amounts totalling £0.2 million have been deducted from Trade and other payables in
relation to VAT.
Fair value hierarchy
The Company uses the following hierarchy for determining the fair value of financial
instruments:
Level 1: quoted (unadjusted) prices 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 or indirectly; and
Level 3: inputs for the asset or liability that are derived from formal valuation techniques
that include inputs for the asset or liability that are not based on observable market data.
Interest rate derivatives are classified as level 2 financial instruments and investment
properties are classified as level 3 (see note 16). There were no transfers between levels 1, 2
and 3 fair value measurement during the current or prior year .
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
31. Retained earnings
Retained earnings relates to net gains and losses less distributions to owners not
recognised elsewhere.
Group Company
31 March 31 March
2024 2024
£’000 £’000
Balance at the beginning of the year
97,742
14,668
Retained profit for the year
24,744
58,577
Reclassification of LTIP
131
131
Second interim dividend year ended 31 March 2023
(20,531)
(20,531)
First interim dividend year ended 31 March 2024
(15,339)
(15,339)
At 31 March 2024
86,747
37,506
32. Related party transactions
The terms and conditions of the Investment Advisory Agreement are described in the
Management Engagement Committee Report. During the year, the amount paid for
services provided by Logistic Asset Management LLP (the current Investment Adviser) or
PCP2 Limited (the former AIFM) totalled £6.77 million (31 March 2023: £7.59 million). The
total amount outstanding at the year end relating to the Investment Advisory Agreement
was £1.99 million (31 March 2023: £2.04 million).
M1 Agency LLP
During the year, the Group incurred fees totalling £622,229 (31 March 2023: £1,569,710) from
M1 Agency LLP, a partnership in which Richard Moffitt is a member. These fees were
incurred in the acquisition, letting and sale of investment properties. The total amount
outstanding at the year end relating to M1 Agency LLP was £51,469 (31 March 2023: £nil).
For the transactions listed above, Richard Moffitt’s benefit derived from the profit
allocation he receives from M1 Agency LLP as a member and not from the transaction.
The Board, with the assistance of the AIFM and the Investment Adviser, excluding Richard
Moffitt, reviews each fee payable to M1 Agency LLP, and ensures the fees are in line with
market rates and on standard commercial property terms.
29. Capital reduction reserve
31 March 31 March
2024 2023
£’000 £’000
Balance brought forward
228,760
228,760
At 31 March 2024
228,760
228,760
On 8 August 2020, the Company, by way of a Special Resolution, cancelled the then value of
its share premium, by an Order of the High Court of Justice, Chancery Division. As a result,
£228.8 million was transferred from the share premium reserve. The capital reduction
reserve is classified as a distributable reserve.
30. Leases
The Group as lessor
Future aggregate minimum rentals receivable under non-cancellable operating leases are:
< One Two to > Five
year five years years Total
£’000 £’000 £’000 £’000
31 March 2024
60,024
197,601
204,164
461,789
31 March 2023
57,774
194,115
234,466
486,355
The Group as lessee
The Group’s minimum lease payments under non-cancellable leases are as follows:
< One Two to > Five
year five years years Total
£’000 £’000 £’000 £’000
31 March 2024
279
1,037
8,727
10,043
31 March 2023
272
1,215
8,232
9,719
The total cash outflow in the year in respect of the lease liability was £297,373 (31 March 2023:
£295,138). The incremental borrowing rate applied was 3.0% (31 March 2023: 3.0%).
The total gross lease payments under non-cancellable leases are £45,024,233 (31 March 2023:
£44,114,650) over a period from the balance sheet date to December 2908 (31 March 2023:
December 2908).
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NOTES TO THE FINANCIAL STATEMENTS CONTINUED
33. Net asset value per share (“NAV”)
Basic NAV per share is calculated by dividing net assets in the Consolidated Statement of
Financial Position attributable to Ordinary Shareholders by the number of Ordinary Shares
outstanding at the end of the period.
Net asset values have been calculated as follows:
31 March 31 March
2024 2023
£’000 £’000
Net assets per Consolidated Statement of Financial Position
758,645
769,760
Adjustment for:
Fair value of interest rate derivatives
(2,169)
(3,034)
Intangible assets
(21)
(32)
EPRA net tangible assets
756,455
766,694
Ordinary Shares:
Number of Ordinary Shares in issue at period end
471, 975 ,411
471, 9 75 , 411
IFRS NAV per share (basic and diluted)
160.74p
163.09p
EPRA NTA per share
160.27p
162.44p
34. Post balance sheet events
On 19 April 2024, the Group disposed of a property in Bedford for consideration of
£3.83 million. This asset has been accounted for as ‘Held for Sale’ at year end, in line with
the Group’s accounting policy, details of which can be found within note 4 (on page 94) of
this report.
32. Related party transactions continued
Transactions with subsidiaries
Under IFRS, we are required to disclose all inter-company transactions that took place for all
subsidiary undertakings of the Company. Transactions between the Company and its
subsidiaries are in the normal course of business. Such transactions are eliminated on
consolidation.
During the year, fees of £10,346,924 (31 March 2023: £9,720,578) were charged to Urban
Logistics Acquisitions 1 Limited, a subsidiary undertaking incorporated in England and Wales,
from Urban Logistics REIT plc. At 31 March 2024, £3,777,423 (31 March 2023: £2,874,021) was
due from Urban Logistics Acquisitions 1 Limited.
During the year, Urban Logistics REIT plc carried out transactions with Urban Logistics
Holdings Limited, a subsidiary undertaking incorporated in England and Wales. The total
amount of these transactions was a net loan increase of £24,217,891 (31 March 2023:
decrease of £105,956,338). At 31 March 2024, Urban Logistics REIT plc was due £26,316,584
(31 March 2023: £2,121,701) from Urban Logistics Holdings Limited.
During the year, Urban Logistics REIT plc received a dividend of £58.0 million from Urban
Logistics Holdings Limited (31 March 2023: £36.6 million).
Remuneration of key management personnel
The Group and the Company have no key management personnel, and only employ
Non-Executive Directors. Directors’ personal interests and compensation are outlined in
note 9. Non-Independent Directors receive remuneration from Logistics Asset
Management LLP (formerly Pacific Industrial LLP) via the investment advisory fee.
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SUPPLEMENTARY INFORMATION (UNAUDITED)
EPRA aligned supplementary sustainability information and index
ofindicators
We have chosen to report our material environmental, social and governance data in
alignment with EPRA Sustainability Best Practices Recommendations (“sBPR”).
Wedescribe our assessment of materiality in the “Our Material Impacts” section below.
Thiswill enable a comparison against our peers and help set clear benchmarks for the
Company moving forward.
Our reporting response has been split into three sections:
•
overarching recommendations;
•
environmental performance measures; and
•
social and governance performance measures.
Material impacts
Our targets and objectives have been established based on the following sustainability
themes, which we consider to be the most pressing to Urban Logistics, the key themes
when considering risks to property value and the needs of our tenants and other
stakeholders:
•
energy performance;
•
climate change mitigation;
•
climate adaptation;
•
on-site energy generation; and
•
promoting nature on our sites.
EPRA overarching recommendations
Organisational boundaries
Our EPRA reporting covers the properties owned by the Group, which at 31 March 2024
included a portfolio of 128 mid-box logistics warehouse assets. An operational control
approach has been adopted for greenhouse gas footprinting as it reflects the REITs ability
to effect change and implement operating policies.
Urban Logistics REIT has no direct employees and at 31 March 2024 was externally
managed by the investment management team from G10 Capital Limited, with Logistics
Asset Management LLP acting as investment adviser. The investment advisory team
received instructions from the Board of the REIT to establish and implement policies
including for ESG issues, and as such, has been included for this reporting within the
operational control approach.
In 2022/23, Urban Logistics reported absolute performance for GHG emissions, 2022/23 is
used for like-for-like data comparison. For this year’s report, we are reporting on the 2023
calendar year.
Coverage
We state the data coverage by number of assets included in reporting for each absolute
Performance Measure within table 1. We have reported 100% of data for all
landlord-obtained metrics in the table on pages 117 to 119. Landlord obtained and
consumed supplies exist at two assets, and the remaining landlord-obtained data is from
vacant properties of which there were twelve during the reporting year. All landlord data is
produced from invoice records and collected by the asset manager for each asset.
Where assets are subject to tenant control, data is reported where tenants have responded
to data-sharing requests. These assets are included in the total number of applicable
properties for each performance measure in the table on pages 117 to 119. We aim to
achieve as high coverage as possible but since the assets are not in our operational control,
we are reliant on tenant responses. The reliability of data from tenant-controlled assets is
also subject to tenant data management practices.
Like-for-like performance measures are reported for properties for which we have collected
consistent data for a period of two years, excluding properties sold, acquired or under
development during 2022 and 2023.
The type and number of sustainably certified assets are reported with respect to all assets
in our portfolio.
Estimation of landlord and tenant utility consumption
Landlord obtained data has been estimated at 0 units, representing 0% of the portfolio by
floor area. No like-for-like landlord-obtained energy performance measures have been
estimated.
All tenant-obtained data included in our reporting is as reported to us by tenants and,
therefore subject to the reliability of each tenant’s data management practices, estimates
have been produced using known consumption as either between:
a) Between the last invoice and the tenant taking occupation; or
b) Last invoice and year end.
Tenant data has been estimated for the following proportion of tenant-controlled assets for
the period ending December 2023:
•
energy 24.23%; and
•
water 0%.
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EPRA overarching recommendations continued
EPRA index
EPRA code Indicator Page reference
Elec-Abs Total electricity consumption 117
Elec-LfL Like-for-like total electricity consumption 117
Fuels-Abs Total fuel consumption 117
Fuels-LfL Like-for-like total fuel consumption 117
Energy-Int Building energy intensity 118
GHG-Dir-Abs Total direct greenhouse gas (“GHG”) emissions 118
GHG-Indir-Abs Total indirect greenhouse gas (“GHG”) emissions 118
GHG-Int Greenhouse gas (“GHG”) emissions intensity from building energy consumption 119
Water-Abs Total water consumption 119
Water-LfL Like-for-like total water consumption 119
Water-Int Building water intensity 119
Waste-Abs Total weight of waste by disposal route 117
Waste-LfL Like-for-like total weight of waste by disposal route 117
Cert-Tot Type and number of sustainably certified assets 120
Diversity-Emp Employee gender diversity 122
Diversity-Pay Gender pay ratio 122
Emp-Training Emp-Training Employee training and development 122
Emp-Dev Employee performance appraisals 122
Emp-Turnover New hires and turnover 122
H&S-Emp Employee health and safety 122
Comty-Eng Community engagement, impact assessments and development programmes 122
Gov-Board Composition of the highest governance body 122
Gov-Selec Process for nominating and selecting the highest governance body 122
Gov-Col Process for managing conflicts of interest 122
SUPPLEMENTARY INFORMATION (UNAUDITED) CONTINUED
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Segmental analysis – by property type, geography
Urban Logistics operate in a single geographical and business segment. Our portfolio is
located entirely in the United Kingdom, and the property classification used in our financial
reporting defines our investment portfolio as small logistics warehouse assets. For this
reason, additional analysis by geography and property type is not applicable.
Disclosure on own offices
Urban Logistics is an externally managed REIT – managed in the year by G10 Capital
Limited – and, therefore, does not have a Head Office or direct employees.
Narrative on performance
Throughout this report, we provide commentary on past performance and plans for
managing future performance. We also explain additional factors affecting consumption
trends where appropriate, including in the “Commentary” sections in the Environmental
and Social Performance Measure tables below.
Location of EPRA sustainability performance measures
See EPRA index on page 115.
Reporting period
The reporting period is from 1 January 2023 to 31 December 2023, and we refer to this as our
2023 reporting year referred to as “2024”. Like-for-like performance measures are reported
for the two most recent years that we are able to collect consumption data (2024 and 2023).
Data materiality
We have excluded a number of metrics from our reporting, where a review has shown
them to be wholly immaterial. The following have been excluded:
•
district heating or cooling (“DH&C”) absolute and DH&C-like-for-like – no DH&C is
procured across our portfolio;
•
H&S-Asset and H&S-Comp – due to the nature of our lease arrangements, all health and
safety assessments are conducted by our tenants, and Urban Logistics REIT does not
have operational oversight; and
•
Waste-LFL – no landlord waste supplies exist. All landlord-generated waste is generated
through development activities and is excluded from the scope of the EPRA sBPR.
Tenant Waste LFL is reported where we have been able to collect waste data from
thetenant.
EPRA overarching recommendations continued
Third-party assurance
All data is subject to external checking and review by our ESG consultants, CBRE’s Investor
ESG team. However, our sustainability data has not undergone third-party assurance.
Boundaries – reporting on landlord and occupier consumption
Performance measures referred to as landlord-obtained are within the organisational
boundary and relate to assets where we procure utilities for tenant areas and those
properties that are vacant. There are no landlord-obtained supplies relating to common
areas. Utility supplies were provided to tenant areas in two occupied assets within the
portfolio covering 6,396 sq m (1%) of the total floor area of the REIT, all other landlord-
obtained utilities were provided to vacant units.
All other properties are leased to single occupiers which obtain their water and waste
supplies independent of the landlord. The Investment Adviser of Urban Logistics actively
engages with tenants on ESG matters, and we disclose tenant-obtained consumption from
these FRI sites where tenants have replied to data-sharing requests. We recognise that the
reporting of tenant-obtained performance measures is additional to EPRA’s core
requirements, but we disclose tenant-obtained consumption in keeping with good practice
as tenant-obtained emissions are the most significant to the environmental performance
of the buildings in the portfolio. We will continue to work collaboratively with tenants on
ESG issues, as this remains fundamental to improving environmental performance data
coverage and identifying key ESG-related challenges and opportunities to minimise our
environmental impact in tenant-controlled assets.
For the reporting period covering 2023 (2024), Urban Logistics has reported absolute
performance for energy and water consumption for areas under the landlord’s operational
control. Data from the previous reporting year, 2022/23 (2023), energy and water
consumption, are used for like-for-like data comparison.
Normalisation
We normalise all environmental intensity data by floor area, using the square metre (m
2
)
area for the whole building at unit level as this is considered most appropriate for the
portfolio. As most landlord-controlled properties are vacant units, whole building floor area
is used for normalisation. Water and Energy Intensities are normalised to data availability
using consumption start and end dates where the consumption is not the full year. This is
to ensure the numerator and denominator are as aligned as possible. Employee related
Social Performance Measures are normalised using full-time equivalent numbers of
employees.
SUPPLEMENTARY INFORMATION (UNAUDITED) CONTINUED
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EPRA overarching recommendations continued
Environmental performance measures
Absolute Like-for-like
EPRA code Performance measure Unit
Scope 2024 2023 2024 2023
% change
like-for-like
Elec-Abs; Elec-LfL Total electricity consumption kWh Landlord-obtained electricity 921,362 1,610,886 450,448 393,335 14. 5%
Tenant-obtained electricity 41,506,007 36,823,659 28,349,045 31,290,839 -9.4%
Proportion of tenant obtained
electricity from renewable sources 41% 23% — — NA
Number of applicable properties
107 of 128
assets
88 of 130
assets
61 of 107
assets
Total 42,427,369 38,442,846 28,799,493 31,684,175 -9.1%
Fuels-Abs; Fuels-LfL Total fuel consumption Landlord-obtained fuels 170,384 94,367 15,168 7,699 97.0%
Tenant-obtained fuels 55,809,457 22,442,417 18,607,545 18,776,893 -0.9%
Number of applicable properties
77 of 109
assets
88 of 130
assets
48 of 88
assets
Total 55,979,841 22,536,784 18,622,713 18,784,592 -1%
Waste-Abs; Waste-LfL Landlord waste hazardous 0 0 0 0
Landlord waste non-hazardous 0 0 0 0
Non-hazardous tenant waste:
Landfill 12,551 (3%) 80 (0%) 218 (0%) 51 (0%) 327%
Incineration 7,177 (2%) 225 (0%) 6,602 (2%) 205 (0%) 3120%
Waste to energy 94,363 (26%) 19,095 (12%) 93,182 (26%) 18,998 (16%) 390%
Recycling 239,545 (66%) 91,925 (55%) 236,068 (68%) 91,183 (76%) 159%
Disposed (unspecified) 13,322 (3%) 55,135 (33%) 13, 312 (4%) 9,541 (8%) 40%
Total 366,968 166,460 349,382 119,9 78 191%
SUPPLEMENTARY INFORMATION (UNAUDITED) CONTINUED
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Absolute Like-for-like
EPRA code Performance measure Unit
Scope 2024 2023 2024 2023
% change
like-for-like
Hazardous tenant waste:
Landfill 4(0%) 26 (7%) 4 (5%) 26 (7%) -85%
Incineration 104(0%) 40 (11%) 38 (48%) 38 (10%) 1%
Waste to energy 307(0%) 0 (0%) 3(4%) 0 (0%) 100%
Recycling 82,565(100%) 88 (23%) 34(43%) 88 (23%) -61%
Disposed (unspecified) 18(0%) 226 (60%) 0(0%) 223 (60%) -100%
Total 82,998 380 80 375 -76%
Number of
applicable properties
64 of 128
assets
50 of 130
assets
37 of 107
assets
Total 449,966 166,929 349,462 120,353 190.4%
Energy-Int Energy intensity
kWh/m
2
year
Energy intensity of
landlord-obtained energy 10.24 17.82 — —
Energy intensity of
tenant-obtained energy 139.87 107.96 — —
GHG-Dir-Abs
Total direct greenhouse gas
emissions (Scope 1) tCO
2
e Scope 1 31.17 17.23 2.77 1.41 97%
Number of applicable properties 8 of 8 8 of 8 — NA
GHG-Indir-Abs
Total indirect greenhouse gas
emissions from landlord-
obtained electricity (Scope 2) Scope 2 190.79 313.12 93.28 81.45 14.5%
Number of applicable properties 11 o f 11 15 of 15 — —
Scope 3 18,804 11, 218 9,274 9,479 -2.2%
GHG-Indir-Abs
Total indirect greenhouse gas
emissions from tenant-obtained
energy (Scope 3) Number of applicable properties
95 of 128
assets
88 of 130
assets — —
SUPPLEMENTARY INFORMATION (UNAUDITED) CONTINUED
EPRA overarching recommendations continued
Environmental performance measures
continued
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Absolute Like-for-like
EPRA code Performance measure Unit
Scope 2024 2023 2024 2023
% change
like-for-like
GHG-Int
Greenhouse gas (“GHG”)
emissions intensity from
landlord-obtained energy
tCO
2
e
m
2
/year
GHG intensity of
landlord-obtained energy 2.08 3.43 — — NA
tCO
2
e
m
2
/year
GHG intensity of
tenant-obtained energy 27.03 20.4 — — NA
Water-Abs; Water-LfL Total water consumption m
3
Landlord-obtained water 2,686 4,796 — — NA
m
3
Tenant-obtained water 136,689 172,518 62,464 69,532 -10.2%
m
3
Number of
applicable properties
74 of 128
assets
58 of 130
assets
37 of 107
assets —
Total m
3
Total 139,375 177, 314 62,464 69,532 -10.2%
Water-Int Water intensity m
3
/m
2
/year Water intensity of
landlord-obtained water 0.05 0.19 — —
Water intensity of
tenant-obtained water 0.26 0.40 — —
EPRA overarching recommendations continued
Environmental performance measures
continued
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EPRA overarching recommendations continued
Environmental performance measures
continued
Data notes
•
Head office of the investment adviser was previously included in the scope 1 & 2
emissions disclosure; this has been updated in line with the GHG protocol, which
categorises this data under scope 3.
•
No off-site renewable sources have been identified for landlord-obtained energy
performance measures. Solar panels have been installed at 15 of our sites and reduce
tenant-obtained electricity impacts. The proportion of tenants using off-site renewable
electricity has also significantly increased.
•
Greenhouse gas emissions have been calculated using UK government conversion
factors and the Corporate Greenhouse Gas Protocol location-based methodology.
•
Scope 3 reporting is constrained to energy-related emissions from downstream leased
assets; no other scope 3 emissions sources are included in the table.
•
All reported water consumption is from municipal water sources. No landlord or tenant
abstraction from ground or surface water or rain or grey water use occurs within the
portfolio.
•
The following waste disposal routes are not used within the portfolio: Reuse and
Composting. Materials Recovery Facility (“MRF”) may be used as part of recycling
processing.
•
Water and Energy Intensities are normalised to data availability using consumption start
and end dates where the consumption is not a full year. This is to ensure that the
numerator and denominator are as aligned as possible.
•
In this disclosure, estimation refers to filling invoice gaps, not to whether invoices are
based on estimated or actual readings.
•
The number of total sites for Gas for absolute and like-for-like excludes sites with no
supply of natural gas.
Commentary
The increase in tenant-obtained absolute electricity, fuels, water and waste consumption is
predominantly caused by receiving data from a higher proportion of tenants. This is the
same for Scope 3 GHG emissions, and will continue to increase as we aim for full coverage
on tenant controlled areas and an understanding of our full Scope 3 emissions. There are
new tenants within the portfolio that operate their main manufacturing facility for the
whole country from one of our assets, and, therefore, produce very high quantities of waste
on the site.
Our tenant-obtained gas consumption has increased considerably, largely as a tenant has
begun operating an electricity generation facility on leased land, converting gas to
electricity in periods of high demand. This asset is a part of the UK grid decarbonisation
plan, supporting grid balancing through guaranteed energy production to meet supply/
demand imbalances found due to the intermittent production capacity of renewable
energy sources. The generation in areas of high demand also reduces the cost and
inefficiencies of transporting electricity around the grid at peak times.
The reduction in tenant like-for-like consumption is driven by a reduction in energy
consumption in comparison to last year’s consumption by tenants, likely influenced by
energy price increases and supported by our engagement with tenants, including EPC
improvements, solar PV programmes and their own commitments to sustainability.
Although tenant-reported data is out of our operational control, where there is significant
variation, we have engaged with tenants to understand the changes in consumption data.
We are committed to reducing our energy consumption and GHG emissions through a
combination of EPC-aligned retrofits, the development of high-performing new assets, and
the installation of solar photovoltaic panels at our sites.
Data coverage for both waste and water from tenants has significantly increased compared
to the reporting year, driven by efforts to engage with our tenants on ESG including data
collection.
Building certifications
BREAAM Green certificates for new developments are an important performance indicator
for us, but are only applicable for new developments. All three completed developments
have been BREEAM certified and so the number of certifications has increased by the
same number compared to 2022 developments have been BREEAM certified, this is an
increase of 43% compared to 2022. As developments are a small part of our total portfolio,
the majority of the portfolio does not have BREAAM certification.
Cert-tot: BREEAM rating Excellent Very good
Number of certificates 2 8
Floor area coverage 0.3m sq ft 0.7m sq ft
Percentage of portfolio by floor area 3% 7%
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EPRA overarching recommendations continued
EPC ratings by band
The below table provides an overview of the EPC ratings of the portfolio. All reporting is based on lodged and valid ratings. The portfolio includes some assets in Scotland, which are reported
using the EPC band they would have achieved if assessed using the EPC methodology for England and Wales. The EPC totals sum to more than the number of assets in the portfolio as
some sites require multiple EPCs per asset.
Cert-tot: EPC
Count
(March-24)
Count
(March-23)
Floor area
(m
2
)
(March-24)
Floor area
(m
2
)
(March-23)
% of
floor area
(March-24)
% of
floor area
(March-23)
LFL count
% changeMarch-24 March-23
A 37 32 136,679 111, 988 15% 12% 35 32 9%
B 49 41 407,408 356,465 45% 39% 49 40 23%
C 60 66 269,488 307,922 30% 34% 60 65 -8%
D 37 26 85,703 126,619 10% 14% 17 24 -29%
E 1 1 1,248 1,248 0% 0% 1 1 0%
F — — — — — — — — —
G — — — — — — — — —
Unknown — — — — — — — — —
Social and governance performance measures
Urban Logistics REIT considers good governance to be fundamental to its business and so discloses here with the aim of providing transparency on its specific processes.
In the near term, Urban Logistics REIT plc assesses social performance on a monitor and report basis. This follows our materiality review and the nature of our assets.
In line with Urban Logistics REIT plc’s ability to control operating policies of the Investment Adviser, we disclose the Adviser’s social performance measures for all EPRA sBPR employee social
performance measures.
Urban Logistics REIT plc does not have direct employees. Instead, all employees and partners of the Investment Adviser who work wholly on the REIT are considered employees for the
disclosure of Social Performance Measures. This means that the employee-related Performance Measures are based on the 19 staff members of the Investment Adviser who dedicate 100%
of the time they are contracted to working on the REIT.
Community engagement
We ensure that key decisions relating to the portfolio consider our impact on local communities. This involves meeting health & Safety requirements, conducting assessments and
undertaking wider consultations as part of the process of gaining planning approval for new developments. Due to the FRI nature of the portfolio, assets are not under Urban Logistics’
operational control outside of these projects, and therefore, any community engagement is performed by the tenants. Community Engagement (Comty-Eng) below is therefore only
applicable for development projects which are under landlord control. The community is consulted at 100% of development projects. The requirements and impacts are assessed, proposed
plans publicly displayed and feedback integrated into the final design. For further information on our stakeholder engagement see pages 40 to 43 of our Annual Report.
SUPPLEMENTARY INFORMATION (UNAUDITED) CONTINUED
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EPRA overarching recommendations continued
Community engagement
continued
EPRA code Performance measure Unit Result
Diversity-Emp Board gender diversity % Male: 60%
Female: 40%
Investment Adviser employee gender diversity % Male: 58%
Female: 42%
Diversity-pay Salary ratio of men to women,
reported by median basic salary
Gender pay gap of the Board 33%
Gender pay gap of the Investment Adviser 40%
Emp-training Employee training and development Average hours/year/employee 23
Emp-Dev Employees with performance appraisals % 100%
Emp-Turnover New hires and turnover Total number of new employee hires 3
Rate of new employee hire 17%
Total number of employee turnover 2
Rate of employee turnover 11%
H&S-Emp Employee health and safety –
reported for all direct employees
Absentee rate (days lost relative to scheduled work days) 0.0077
Injury rate (per 100,000 hours worked) 0
Lost day rate (lost days relative to scheduled work days) 0
Fatalities (total number in the reporting period) 0
H&S-Asset Asset health and safety assessments % of assets NA
H&S-Comp Asset health and safety compliance Number NA
Comty- Eng Community engagement, impact assessments and
development programmes
% 100% of
developments
Gov-board Composition of highest governing body Number of executive Board members 0
Number of non-executive Board members 5
Average tenure on the governance body (years) 5.4
Number of non-executive Board members with competencies
relating to ESG topics 1
Gov-select Process for nominating and selecting the highest
governance body
Please refer to page 62
in the Annual Report
Gov-col Process for managing conflicts of interest Please refer to page 60
in the Annual Report
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EPRA overarching recommendations continued
Community engagement
continued
Data notes
•
Employee-related performance measures are reported for all direct employees and
Partners of the Investment Adviser.
•
Gender pay gap is expressed as a percentage of the difference between average (mean)
basic salary of men and women, showing the percentage that men earn more than
women. Partners of the Investment Adviser have not been included in this calculation
due to the significant differences in remuneration structure when compared with
employees.
Narrative on performance
The Board has announced that, effective from 1 July 2024, Cherine Aboulzelof is joining the
Board at which point the Board will comprise of 50% female Directors.
The Manager is 42% female, due to the small size of the team, no further segregation of
employee categories is considered appropriate.
Employee turnover and absence remains very low.
Injury rate, lost day rate and fatalities in the Investment Manager are reported for the first
time. However, due to the nature of our lease arrangements, all health and safety
assessments and compliance checks are conducted by our tenants and Urban Logistics
REIT does not have operational oversight.
Reconciliations between the non-GAAP financial information disclosed in the Annual
Report to the nearest comparable IFRS measurement, where appropriate, are disclosed.
The definition of each of the non-GAAP financial information can be found in the Glossary
of Terms.
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EPRA Aligned Supplementary Financial Indicators
Reconciliations between the non-GAAP financial information disclosed in the Annual
Report to the nearest comparable IFRS measurement, where appropriate, are disclosed.
The definition of each of the non-GAAP financial information can be found in the Glossary
of Terms.
I. EPRA performance measures summary
Note
31 March
2024
31 March
2023
EPRA earnings per share II 6.65p 7.85p
EPRA net tangible asset value III 160.27p 162.44p
EPRA net reinstatement value III 175.89p 178.16p
EPRA net disposal value III 160.74p 163.09p
EPRA net initial yield IV 5.0% 5.0%
EPRA “topped up” net initial yield IV 5.1% 5.1%
EPRA vacancy rate V 5.8% 7.4%
EPRA cost ratio (including vacant property
costs) VI 18.9% 21.2%
EPRA cost ratio (excluding vacant property
costs) VI 16.2% 18.3%
EPRA LTV VII 30.4% 29.3%
II. Income statement
31 March
2024
£’000
31 March
2023
£’000
Gross revenue 59,951 55,305
Property operating costs (2 , 511) (2, 313)
Net rental income 57,440 52,992
Administrative expense (9,191) (9,683)
Other income 147 57
Long-term incentive plan charge (11) 4,345
Operating profit before interest and tax 48,385 47,711
Net finance costs (15,896) (10,680)
Exceptional items (1,125) —
Profit before tax 31,364 37,031
Tax on EPRA earnings — —
EPRA earnings 31,364 37,031
Weighted average number of Ordinary Shares 471,975,411 471, 975 ,411
EPRA earnings per share 6.65p 7.85p
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31 March 2023
EPRA NTA
£’000
EPRA NRV
£’000
EPRA NDV
£’000
IFRS equity attributable to shareholders 769,760 769,760 769,760
Fair value of interest rate derivatives (3,034) (3,034) —
Intangible assets (32) — —
Real estate transfer tax — 74,136 —
EPRA net asset value 766,694 840,862 769,760
Diluted shares (number) 471, 97 5 ,411 471, 975 ,411 471, 975 ,411
EPRA net asset value per share 162.44p 178.16p 163.09p
IV. EPRA net initial yield and “topped up” net initial yield
31 March
2024
£’000
31 March
2023
£’000
Total properties per Financial Statements 1,105,587 1,101,583
Less head lease right-of-use asset (9,810) (9,576)
Less development properties (6,685) (17,9 05)
Completed property portfolio 1,089,092 1,074,102
Add: notional purchasers’ costs 72,969 71,965
Gross up for completed property portfolio valuation (A) 1,162,061 1,146,067
Annualised passing rent
1
60,574 59,307
Less irrecoverable property outgoings (2,023) (2,181)
Annualised net rents (B) 58,551 57,126
Contractual rental increases for rent-free period 744 989
“Topped up” annualised net rent (C) 59,295 5 8 ,115
EPRA net initial yield (B/A) 5.0% 5.0%
EPRA “topped up” net initial yield (C/A) 5.1% 5.1%
1. Annualised passing rent excludes short-term lettings and licences.
III. Balance sheet
31 March
2024
£’000
31 March
2023
£’000
Investment properties 1,105,587 1,101,583
Other net assets 2,044 14,951
Net borrowings (348,986) (346,774)
Total shareholders’ equity 758,645 769,760
Adjustments to calculate EPRA NTA:
Fair value of interest rate derivative (2,169) (3,034)
Intangible assets (21) (32)
EPRA net tangible assets 756,455 766,694
Ordinary Shares in issue at year end 471, 975,411 471, 9 75 , 411
Dilutive shares in issue at year end — —
471, 975,411 471, 9 75 , 411
EPRA NTA per share 160.27p 162.44p
The Group has adopted EPRA NTA as its primary measure of net asset value, as it considers
it to be the most relevant measure for its operating activities. A reconciliation of the three
EPRA net asset value measurements from IFRS NAV is provided in the table below.
31 March 2024
EPRA NTA
£’000
EPRA NRV
£’000
EPRA NDV
£’000
IFRS equity attributable to shareholders 758,645 758,645 758,645
Fair value of interest rate derivatives (2,169) (2,169) —
Intangible assets (21) — —
Real estate transfer tax — 73,670 —
EPRA net asset value 756,455 830,146 758,645
Diluted shares (number) 471, 97 5 ,411 471, 975 ,411 471, 975 ,411
EPRA net asset value per share 160.27p 175.89p 160.74p
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VI. Total cost ratio/EPRA cost ratio
Total cost ratio
31 March
2024
£’000
31 March
2023
£’000
Costs
Property operating expenses 2 , 511 2, 313
Administrative expenses 9,191 9,683
Less: service charge income (347) (2 51)
Less: ground rents (104) (112)
Total costs including vacant property costs (A) 11, 251 11,63 3
Group vacant property costs (1,623) (1,566)
Total costs excluding vacant property costs (B) 9,628 10,067
Gross rental income
Gross rental income 59,951 55,305
Less: ground rents paid (104) (112)
Less: service charge income (347) (2 51)
Total gross rental income (C) 59,500 54,942
Total cost including vacant property costs (A/C) 18.9% 21.2%
Total cost excluding vacant property costs (B/C) 16.2% 18.3%
Total costs (A) 11, 251 11,63 3
EPRA total costs including vacant property costs (D) 11,251 11,633
Vacant property costs (1,623) (1,566)
EPRA total costs excluding vacant property costs (E) 9,628 10,067
EPRA cost ratio (including vacant property costs) (D/C) 18.9% 21.2%
EPRA cost ratio (excluding vacant property costs) (E/C) 16.2% 18. 3%
V. EPRA vacancy rate
31 March
2024
£’000
31 March
2023
£’000
Estimated rental value of vacant space 4,364 5, 517
Estimated rental value of the whole portfolio 74,770 74,176
EPRA vacancy rate 5.8% 7.4%
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IX. EPRA like-for-like net rental income
31 March
2024
£’000
31 March
2023
£’000 Change
Like-for-like net rental income 45,981 45,665 0.7%
Other 1,012 737
Like-for-like net rental income (and other) 46,993 46,402 1.3%
Development lettings 1,931 1,004
Like-for-like net rental income plus
developments 48,924 47,406 3.2%
Properties acquired 8,435 3,023
Properties sold 201 897
Net rental income 57,560 51,326 12.1%
X. Total accounting return
31 March
2024
£’000
31 March
2023
£’000
Opening EPRA NTA 162.44p 188.78p
Closing EPRA NTA 160.27p 162.44p
Change in EPRA NTA (2.17)p (26.34)p
Dividends paid 7.60p 7.60p
Total growth in EPRA NTA plus dividends 5.43p (18.74)p
Total return 3.3% (9.9)%
VII. EPRA LTV
31 March
2024
£’000
31 March
2023
£’000
Gross drawn debt 353,714 350,964
Net payables 13,713 1,474
Cash and cash equivalents (30,274) (30,159)
Net debt (A) 337,153 322,279
Investment property (excluding ROU asset) 1,099,547 1,092,007
Head lease ROU asset 9,810 9,576
Intangible assets 21 32
Total property value (B) 1,109,378 1,101,615
EPRA LTV (A/B) 30.4% 29.3%
VIII. EPRA capital expenditure analysis
31 March
2024
£’000
31 March
2023
£’000
Acquisitions — 166,205
Development 4,359 28,697
Capital expenditure:
– no incremental lettable space 6,871 8,616
Total 11, 2 30 203,518
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INVESTMENT POLICY
Investment objectives and policy
Urban Logistics’ investment objectives and policy, as adopted in December 2021, is as
follows:
Asset selection is central to the successful implementation of our
strategy
Our acquisition criteria balances a range of factors to ensure we buy the right assets at the
right price; and that there are opportunities for us to add value through our active asset
management approach.
Investment objective
The investment objective is to deliver total investment returns through both income, with
regular dividends providing shareholders with a sustainable income stream that will grow
over the medium term, and targeted capital growth which the Company believes will
enhance shareholders’ total return over the long term.
Portfolio
The Company intends to achieve the investment objective by investing in and growing a
diversified portfolio of primary and secondary grade industrial and logistics properties
within the UK, and by engaging in active asset management to leverage and enhance
returns.
The Company will invest in assets that comprise an interest in freehold or leasehold
property (other than by way of security), which meet the following criteria:
•
UK industrial or logistics properties (typically single let);
•
modern (typically post-1980) constructions; and
•
representing average lot value across the portfolio at acquisition of up to £15 million
(increased by RPI from admission).
The Company will seek to invest in strategically-located, single-let, last mile industrial and
logistics properties that have good underlying features, including:
•
the opportunity for rental growth and outperformance;
•
strong tenant financial covenant;
•
lease terms focusing on duration and rental growth; and
•
positive geographical characteristics, including age and repair, location, building quality,
site cover, transportation links, workforce availability, environmental performance and
internal operational efficiencies.
The properties will be located in established logistics regions, such as the Midlands’ “Golden
Triangle”, and in locations where the Company sees medium and long-term potential.
The Company may acquire properties directly or through holdings in SPVs and properties
may be held through limited partnerships, trusts or other vehicles with third-party co-
investors.
Borrowing and gearing policy
The Company will seek to use gearing to enhance returns over the long term and, in
addition, will seek to fix its borrowing rates. Gearing, represented by borrowings as a
percentage of gross assets, will not exceed 57.5% at the time of investment. It is the
Directors’ intention to target gearing of 30% to 40% of gross asset value in the medium
term and to comply with the REIT condition relating to the ratio between the Group’s
“property profits” and “property finance costs”.
Use of derivatives
The Company may enter derivative contracts for efficient portfolio management.
Inparticular, the Company may engage in interest rate hedging or similar instruments to
mitigate the risk of interest rate increases.
Investment restrictions
The Company will invest and manage its assets with an objective of spreading risk through
the following investment restrictions which, in each case, apply at the time of investment:
(I) the Company will derive its rental income from a portfolio of no less than ten
properties;
(II) the Company will have a maximum exposure of 25% of its rental income derived from
any single tenant;
(III) the Company may invest up to 10% of its gross asset value in non-income producing
properties with pre-let tenancies (or otherwise guaranteed income) in place, but which
are requiring development or re-development (such as extending, reconfiguring and
refurbishing existing assets), to realise that income, with the intention of holding any
completed development as an investment. The investments in this category will not be
undertaken speculatively, although the Company may take options over adjacent land/
property. The Company may finance these assets using, inter alia, forward-funding
arrangements;
(IV) the Company may invest up to 10% of its gross asset value in assets (including
development assets), which are not producing income at the time of acquisition,
including assets that do not have pre-let tenancies (or otherwise guaranteed income) in
place;
(V) at least 90% by value of the properties directly or indirectly owned by the Company
shall be in the form of freehold or long leasehold (over 60 years remaining at the time
of acquisition) properties or the equivalent; and
(VI) the Company will not invest in closed-ended investment companies.
The Directors currently intend, at all times, to conduct the affairs of the Group so as to
enable it to qualify as a REIT for the purposes of Part 12 of the CTA 2010 (and the regulations
made thereunder).
In the event of a breach of the investment guidelines and restrictions set out above, a
notification will be made to a Regulatory Information Service if the Directors consider the
breach to be material.
No material change will be made to the investment objective or the investment policy
without the approval of the FCA and shareholders by ordinary resolution at any general
meeting, which will also be notified by a RIS announcement.
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GLOSSARY OF TERMS
Energy performance certificate (“EPC”)
A measure of the energy efficiency of a property on a scale
of A (most efficient) to G (least efficient) and is a legal
requirement for a building to be sold, let or constructed.
Once obtained, an EPC is valid for ten years.
EPRA cost ratio
Administrative and operating costs (including and
excluding costs of direct vacancy) divided by gross rental
income.
EPRA earnings per share (“EPS”)
Earnings from continuing operational activities divided by
weighted average number of shares in issue during
theyear.
EPRA LTV
EPRA LTV represents debt divided by market value of the
property.
EPRA net disposal value (“NDV”)
Represents the shareholders’ value under a disposal
scenario, where deferred tax, financial instruments and
certain other adjustments are calculated to the full extent
of the liability, net of any resulting tax.
EPRA net initial yield
Annualised rental income based on the cash rents passing
at the balance sheet date, less non-recoverable property
operating expenses, divided by the market value of the
property, increased with (estimated) purchasers’ costs.
EPRA net reinstatement value (“NRV”)
Assumes that entities never sell assets and aims to
represent the value required to rebuild the entity.
EPRA net tangible assets (“NTA”)
Assumes that entities buy and sell assets, thereby
crystallising certain levels of unavoidable deferred tax.
EPRA topped-up net initial yield
EPRA net initial yield adjusted for expiration of rent-free
periods or other unexpired lease incentives such as
discounted rent periods and step rents.
EPRA vacancy rate
Estimated market rental value (“ERV”) of vacant space
divided by ERV of the whole portfolio.
Estimated rental value (“ERV”)
The estimated annual market rental value of lettable space
as assessed by the external valuer.
European Public Real Estate Association
(“EPRA”)
The European Public Real Estate Association (“EPRA”) is the
industry body for European Real Estate Investment Trusts
(“REITs”).
Gross to net rental income ratio
Rental income (rental income and license fee income) less
Net property operating expenses (property operating costs
less service charge income) as a percentage of
rental income.
Interest cover
Operating profit before changes in fair value of investment
properties and interest rate derivatives divided by finance
expense, after adding back loan arrangement
feeamortisation.
Investment Adviser
Logistics Asset Management LLP (formerly known as
Pacific Industrial LLP) is the partnership, led by Richard
Moffitt, which was appointed Investment Adviser in
May2023.
Investment Manager
PCP2 Ltd was the AIFM and Investment Manager until
May2023. Post May 2023, G10 Capital Limited took on the
role of AIFM to the Company.
Loan to value (“LTV”)
The Group’s net debt expressed as a percentage of the
investment property portfolio at fair value per Group
Statement of Financial Position, including assets held for
sale, and excluding right of use assets.
Net debt
The Group’s bank loans (Gross) net of cash balances at the
period end.
Net initial yield (“NIY”)
Annual rents on investment properties as a percentage of
the investment property portfolio valuation having added
notional purchasers’ costs.
NTA
Net tangible assets.
Occupancy rate
The ERV of the let units as a percentage of the total ERV of
the investment property portfolio.
Property income distribution (“PID”)
Dividends from the Group’s tax-exempt property business.
REIT
UK Real Estate Investment Trust.
SONIA
Sterling Overnight Index Average.
Total accounting return (“TAR”)
Represents the movement in EPRA NTA per share plus
dividends paid during the period expressed as a
percentage of EPRA NTA per share at the beginning of
theperiod.
Total property return (“TPR”)
The change in the fair value of the investment property
portfolio, plus net rental income and profit or loss on the
sale of investment properties expressed as a percentage
return on the capital employed during the year; however,
this excludes acquisitions.
Weighted average unexpired lease term
(“WAULT”)
The average lease term remaining to expiry across the
portfolio weighted by contracted rental income.
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
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130
COMPANY INFORMATION
Directors
Nigel Rich CBE FCA Chairman
Heather Hancock Director
LVO DL
Richard Moffitt Director
Bruce Anderson Director
ACMA FCIOBS
Lynda Heywood Director – appointed 1 May 2023
FCA FCT
Cherine Aboulzelof Director – appointed 1 July 2024
Mark Johnson Director – resigned 11 May 2023
Jonathan Gray Director – resigned 11 May 2023
Company Secretary
Link Company Matters Limited
Central Square
29 Wellington Street
Leeds
LS1 4DL
Registered Office
Central Square
29 Wellington Street
Leeds
LS1 4DL
Manager and AIFM (until 11 May 2023)
PCP2 Ltd
124 Sloane Street
London
SW1X 9BW
Manager and AIFM (post 11 May 2023)
G10 Capital Limited
4th Floor, 3 More London Riverside,
London
SE1 2AQ
Investment Adviser (post 11 May 2023)
Logistics Asset Management LLP
Bond House, 19/20 Woodstock Street
London
W1C 2AN
Joint Brokers
Singer Capital Markets LLP
One Bartholomew Lane
London
EC2N 2AX
Panmure Gordon (UK) Limited
40 Gracechurch Street
London
EC3V 0BT
Joh. Berenberg, Gossler & Co. KG
60 Threadneedle Street
London
EC2R 8HP
Legal Adviser to the Company
Gowling WLG (UK) LLP
4 More London Riverside
London
SE1 2AU
Financial Adviser
Kinmont Limited
5 Clifford Street
London
W1S 2LG
Depositary
Indos Financial Limited
The Scalpel, 18th Floor, 52 Lime Street
London
EC3M 7AF
Auditor and Reporting Accountant
RSM UK Audit LLP
25 Farringdon Street
London
EC4A 4AB
Commercial Property Valuer
CBRE Limited
Henrietta House, Henrietta Place
London
W1G 0NB
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS13 8AE
Bankers
Santander UK PLC
2 Triton Square
Regent’s Place
London
NW1 3AN
Barclays Bank PLC
1 Churchill Place
London
E14 5HP
Lloyds Bank PLC
25 Gresham Street
London
EC2V 7HN
Aviva PLC
St Helen’s, 1 Undershaft
London
EC3P 3DQ
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
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FINANCIAL INFORMATION
Website
www.urbanlogisticsreit.com
19 July 2024 Interim dividend
24 July 2024 Annual General Meeting
30 September 2024 Half-year end
November 2024 Announcement of half-year results
31 March 2025 Year end
ADDITIONAL INFORMATIONFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
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URBAN LOGISTICS REIT PLCAnnual Report and Accounts 2024
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