213800PGBG84J8GM6F952022-04-012023-03-31iso4217:GBP213800PGBG84J8GM6F952021-04-012022-03-31iso4217:GBPxbrli:shares213800PGBG84J8GM6F952023-03-31213800PGBG84J8GM6F952022-03-31213800PGBG84J8GM6F952021-03-31ifrs-full:IssuedCapitalMember213800PGBG84J8GM6F952021-03-31ifrs-full:SharePremiumMember213800PGBG84J8GM6F952021-03-31ifrs-full:CapitalReserveMember213800PGBG84J8GM6F952021-03-31ifrs-full:RetainedEarningsMember213800PGBG84J8GM6F952021-03-31213800PGBG84J8GM6F952021-04-012022-03-31ifrs-full:IssuedCapitalMember213800PGBG84J8GM6F952021-04-012022-03-31ifrs-full:SharePremiumMember213800PGBG84J8GM6F952021-04-012022-03-31ifrs-full:CapitalReserveMember213800PGBG84J8GM6F952021-04-012022-03-31ifrs-full:RetainedEarningsMember213800PGBG84J8GM6F952022-03-31ifrs-full:IssuedCapitalMember213800PGBG84J8GM6F952022-03-31ifrs-full:SharePremiumMember213800PGBG84J8GM6F952022-03-31ifrs-full:CapitalReserveMember213800PGBG84J8GM6F952022-03-31ifrs-full:RetainedEarningsMember213800PGBG84J8GM6F952022-04-012023-03-31ifrs-full:IssuedCapitalMember213800PGBG84J8GM6F952022-04-012023-03-31ifrs-full:SharePremiumMember213800PGBG84J8GM6F952022-04-012023-03-31ifrs-full:CapitalReserveMember213800PGBG84J8GM6F952022-04-012023-03-31ifrs-full:RetainedEarningsMember213800PGBG84J8GM6F952023-03-31ifrs-full:IssuedCapitalMember213800PGBG84J8GM6F952023-03-31ifrs-full:SharePremiumMember213800PGBG84J8GM6F952023-03-31ifrs-full:CapitalReserveMember213800PGBG84J8GM6F952023-03-31ifrs-full:RetainedEarningsMember
Annual Report
and Accounts
2023
Sector Leading Charitable Partnerships
In-depth Specialist Resource
Sector Enhancing Initiatives
Responsible Economic Returns
Content Themes
We have identified four key themes which are highlighted throughout the report.
About Us
1 Our Purpose
2 Our Portfolio
2 Company Overview
3 Financial Highlights
3 How we Performed
4 Key Achievements
Group Strategic Report
6 Chairman’s Statement
7 Growth
8 Our Portfolio
10 Investment Adviser’s Report
14 Asset Management Initiatives
16 Corporate Social Responsibility Report
17 Section 172 (1) Statement and Stakeholder Engagement
26 Strategic Overview
30 Principal Risks and Risk Management
34 Going Concern and Viability Statement
Environmental, Social & Governance
37 The Portfolio’s Carbon Footprint
38 Energy Performance/SAP Ratings
39 E.ON Partnership (Phase 2)
40 Social Impact
41 Social Impact – Charitable Partnerships
44 Governance – Frameworks
45 United Nations Sustainable Development Goals
(“UN SDGs”) Alignment
46 Governance – Indices
Corporate Governance
48 Board of Directors
49 Report of the Directors
53 Corporate Governance Statement
60 Report of the Audit and Management
Engagement Committee
63 Report of the Nomination and Remuneration
Committee
64 Directors’ Remuneration Report
68 Statement of Directors’ Responsibilities
69 Alternative Investment Fund Managers Directive
71 Independent Auditors’ Report
Consolidated and Company Financial
Statements
80 Consolidated Statement of Comprehensive Income
81 Consolidated Statement of Financial Position
82 Consolidated Statement of Changes in Equity
83 Consolidated Statement of Cash Flows
84 Notes to the Consolidated Financial Statements
111 Company Statement of Financial Position
112 Company Statement of Changes in Equity
113 Notes to the Company Financial Statements
Additional Information
122 Appendix 1 (unaudited)
126 Five Year Financial Results
128 Shareholder Information
129 Glossary
131 Company Information
Contents
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
In-depth
Specialist
Resource
Sector Leading
Charitable
Partnerships
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGROUP STRATEGIC REPORT
1
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Our Purpose
CIVITAS SOCIAL HOUSING PLC (“CSH”, “Civitas” or
the “Company”) invests across the UK in care-based
community housing and healthcare facilities for the
benefit of working age adults with long-term care needs.
Since IPO in 2016, CSH has built the largest portfolio of
its kind in the UK that has been independently valued at
£978 million.
The Company provides long-term community-based
homes for 4,594 tenants, across 178 local authority
partners that are supported by 131 specialist care
providers and 19 Approved Providers. The delivery of care
in the community is a primary government policy and
cross-party policy of many decades aimed at enabling
people with long-term care needs to reside close to
family and friends and achieve more independent and
fulfilled lives. It delivers better personal outcomes and
offers value for money for the public purse that meets the
costs of the service. Residents, whose average age is c.32
years, typically reside in their adapted CSH community
home for many years and sometimes for their whole
adult life.
As a result of making this provision available, CSH
is able to offer shareholders the potential of stable,
long-term returns with progressive dividends whilst
delivering measurable social impact on a large scale.
Following shareholder approval, the Company expanded
into Scotland and Northern Ireland and works with
organisations in receipt of public funding.
About Us
Business Model What We Do
Social Housing Pioneers
CSH is a leading provider of care-based community
housing in the UK.
CSH believes that access to a decent home is a basic
human right from which so much more can be achieved,
particularly for people who are living with a life-long
disability. With millions of people stuck on housing
waiting lists across the UK, or trapped in long stay
hospitals, CSH became the first public company to bring
large scale equity investment into the sector.
The Company has the dual objectives of achieving both
positive financial returns and large scale measurable
social impact.
An individual with care
requirements requires a home.
The local authority designs a care
package, identifying a care provider
and property for the individual.
The care provider is paid the full
amount for the care package and
pays rent to the Approved Provider,
or the Approved Provider is paid
the rent directly.
The Approved Provider pays Civitas
amounts due under the lease.
2
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
# Alternative Performance Measures. Terms are defined in the Glossary.
Company Overview
as at 31 March 2023
21.5 yrs
(2022: 22.1 yrs)
Weighted Average
Unexpired Lease Term
#
Our Portfolio
as at 31 March 2023
£978m
Investment property
independently valued
(March 2022: £969m)
£652m
Equity Capital Raised
53.70 pence
Share Price
697
Properties
(March 2022: 696)
£662m
Net Asset Value
£1,033m
Gross Asset Value
4,594
Tenants
(March 2022: 4,592)
10.6%
Dividend Yield
#
(annual)
Closed Ended
Permanent Capital
Inflation Linked
Rental Income
41.9%
Total Return since inception
#
(Net Asset Value based)
5.70 pence
Dividends declared for the
year ended 31 March 2023
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGROUP STRATEGIC REPORT
3
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
£56.3m
(2022: £53.2m based upon
£969m real estate)
Annualised Contracted Rent Roll
#
: based upon £978m
of real estate at the end of the reporting period
4.19p
(2022: 7.23p)
Basic and Diluted Earnings per Share (EPS)
Financial Highlights
as at 31 March 2023
# Alternative Performance Measures. Terms are defined in the Glossary.
1 on an Ordinary share held since launch (percentage not annualised).
2 investment property independently valued. See note 15.0 of the Consolidated Financial Statements for details of the valuation.
Profit Before Tax
£25.5m -43.1%
£ million
2023
2022
2021
25.5
44.8
36.1
NAV
£661.9m -2.0%
£ million
2023
2022
2021
661.9
675.5
673.5
NAV per share
#
109.16p -1.0%
Pence
2023
2022
2021
109.16
110.30
108.30
Investment
property
2
£978.1m +1.0%
£ million
2023
2022
2021
978.1
968.8
915.6
Dividends declared
(Ordinary shares)
5.70p +2.7%
Pence
2023
2022
2021
5.70
5.55
5.40
EPRA EPS
#
4.43p -8.1%
Pence
2023
2022
2021
4.43
4.93
4.82
Total Shareholder
Return
#1
-16.5%
Percent
2023
2022
2021
-16.5
11.6
26.5
Basic and
Diluted EPS: -42.0%
Pence
2023
2022
2021
4.19
7.23
5.80
NAV increase since
IPO
#
-9.5%
Percent
2023
2022
2021
11.4
12.6
10.6
How We Performed
4
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Key Achievements
Operational Highlights
50
60
70
100
90
110
120
130
80
18
Nov
2016
31
Mar
2017
Jun
2017
Sep
2017
Dec
2018
31
Mar
2019
31
Mar
2018
Jun
2018
Dec
2019
31
Mar
2021
Jun
2019
Dec
2017
Dec
2016
Sep
2018
Sep
2019
31
Mar
2020
Dec
2020
Jun
2020
Sep
2020
31
Mar
2023
31
Mar
2022
Sep
2021
Dec
2021
Jun
2021
Sep
2022
Dec
2022
Jun
2022
697 properties
acquired
1
based on
long-term
leases signed with
19 Approved
Providers
£835 million
invested
1
supported by
131 care
providers
4,594 tenants
with dependable
accommodation
across 178 local
authority partners
Levered IRR* since IPO
95
110
120
130
Pence
140
NAV
NAV + cumulative dividends paid (pence per share)
150
160
18 Nov
2016
98.00
31 Mar
2020
121.17
117.88
30 Sep
2019
115.08
31 Mar
2019
30 Jun
2018
110.08
30 Sep
2017
104.73
31 Mar
2021
126.97
30 Jun
2021
128.44
30 Sep
2021
129.90
31 Dec
2021
131.58
31 Mar
2022
134.48
30 Jun
2022
137.46
30 Sep
2022
141.84
31 Dec
2022
139.35
31 Mar
2023
139.01
119.52
31 Dec
2019
30 Sep
2020
123.98
31 Dec
2020
125.49
122.54
30 Jun
2020
30 Sep
2018
111.56
116.53
30 Jun
2019
31 Mar
2018
108.54
31 Dec
2018
113.28
(IRR 6.29%)*
Past performance is not a reliable indicator of future performance.
* Alternative Performance Measure. See Appendix 1 for the calculation.
Share price performance (pence)
The Good Economy, the social impact advisory firm, in its semi annual independent
Social Impact Report in November 2022 on Civitas, has classified Civitas’ assets
as ‘Contributes to Solutions’ according to the internationally recognised Impact
Management Project (IMP) dimensions of impact. TGE also notes that Civitas’
funding contributes to increasing the supply of specialist housing, easing the
burden on residential or inpatient facilities.
1 over the life of the Company as at 31 March 2023
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGROUP STRATEGIC REPORT
5
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Group
Strategic
Report
6 Chairman’s Statement
7 Growth
8 Our Portfolio
10 Investment Adviser’s Report
14 Asset Management Initiatives
16 Corporate Social Responsibility Report
17 Section 172 (1) Statement and Stakeholder Engagement
26 Strategic Overview
30 Principal Risks and Risk Management
34 Going Concern and Viability Statement
6
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
From the Chairman
"Since November 2016, Civitas Social Housing PLC has
provided vital homes and healthcare facilities across the UK,
for those working age adults with significant and typically life-
long care needs.
I am pleased to report that, despite a difficult economic
backdrop in the UK, our portfolio has continued to
perform strongly."
Michael Wrobel
Chairman
Chairman’s Statement
This is our sixth Annual Report, covering the year to
31 March 2023. I am pleased to report that, despite a
difficult economic backdrop in the UK, our portfolio has
continued to perform strongly, delivering on average a
5% increase in rental income derived from our inflation
adjusted leases.
Our Investment Adviser, Civitas Investment Management
Limited (“CIM”), has continued to work closely with our
Approved Providers to enhance further the quality of the
portfolio and to assist where needed in the process of
ensuring our rental income is received on a timely basis.
The net asset value of the Company at 31 March 2023 was
109.16 pence, a small decrease of 1.03% from 110.30 pence
per share as at 31 March 2022.
The Board declared a final dividend of 1.425p, bringing
the full year dividend to 5.70p, in line with the minimum
stated intention.
A difficult challenge during the year was the sharp
increase in interest rates. I am pleased that in February
2023 the Company entered into a new debt facility for
£70.9m, which was partly used to repay the loan facility
with Lloyds. In addition, we also fixed our interest rate
exposure to provide greater certainty. However, the
overall re-financing was achieved at a material increase
in ongoing interest costs. Full details are included in the
Investment Adviser’s Report.
Our share price has been disappointing over the year
under review, reflecting in part the broad derating of
real estate investments, higher interest rates and investor
concern about our sector. The Board has been reviewing
a number of possible actions to address this position.
The Company has continued to buy back shares – over
the past 12 months it has acquired 6,050,000 shares at an
average of 76.89 pence per share for a total investment
of £4.65 million. This has enhanced the NAV by 0.30% and
benefited the EPRA earnings.
Continuation Vote
At the annual general meeting on 15 September 2022,
98.85% of those shareholders who voted have voted in
favour of the continuation of the Company.
Offer for the Company
Following the year end, on 9 May 2023 the Board
announced a recommended offer for the Company at 80p
per share in cash, from a subsidiary of CK Asset Holdings
Limited (CKA).
Whilst the Board believes that the Offer undervalues the
long-term prospects of Civitas as expressed by net asset
value, we also recognise that Civitas, and its sector as a
whole, faces a number of challenges in sentiment which
the public markets are unlikely to overcome in the short to
medium term.
The Offer provides liquidity to shareholders with the
opportunity to exit in full and in cash at a significant
premium to the current share price, in a time of
macroeconomic uncertainty.
Moreover, CKA, as a current investor in the social housing
sector, has a detailed understanding of the attractive
fundamentals of the real estate and the expertise of the
management team. CKA does not expect there to be
any disruption to tenants as a result of the Offer and will
be focused on the continuation of relationships with
Approved Providers, care providers and the Regulator
of Social Housing following the completion of the Offer.
The Board therefore considers the terms of the Offer to be
fair and reasonable and we have recommended it to our
shareholders.
Outlook
Demand for the type of properties within the Company’s
portfolio remains strong with independent forecasts
predicting that there will be continued growth for
many years to come in the need for additional units
of adapted accommodation. The Board remains
confident in the strength of the portfolio and its potential
revenue generation.
Michael Wrobel
Chairman
28 June 2023
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGROUP STRATEGIC REPORT
7
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
58
47
45
31
46
49
38
56
35
37
42
12
14
15
7
19
51
48
26
25
55
3
39
53
34
18
52
1
4
5
9
8
6
33
28
23
13
10
11
20
54
60
21
36
44
16
43
17
29
22
27
30
32
24
59
50
57
41
40
2
Growing Base of Global Investors
Civitas invests on behalf of a wide range of global, national and local investors seeking exposure to
sustainable long-term income together with measurable social impact and high levels of ESG delivery.
Growth
1. Amsterdam
2. Bath
3. Beijing
4. Birmingham
5. Blackpool
6. Bolton
7. Boston
8. Bournemouth
9. Bradford
10. Bristol
11. Brussels
12. Chicago
13. Chichester
14. Columbus
15. Denver
16. Dublin
17. Edinburgh
18. Espoo
19. Exeter
20. Fort Lauderdale
21. Frankfurt
22. Geneva
23. Guernsey
24. Halifax
25. Heerlen
26. Hong Kong
27. Jersey
28. Leeds
29. Liverpool
30. London
31. Los Angeles
32. Luxembourg
33. Manchester
34. Melbourne
35. Montreal
36. Munich
37. New Jersey
38. New York
39. New Zealand
40. Oslo
41. Paris
42. Philadelphia
43. Radnor
44. Rotterdam
45. Sacramento
46. San Francisco
47. Seattle
48. Singapore
49. Smithfield
50. Surrey
51. Sydney
52. Tallinn
53. Tauranga
54. The Hague
55. Tokyo
56. Toronto
57. Tunbridge Wells
58. Vancouver
59. Windsor
60. Zurich
Four Continents…
…in 60 Locations
Our Strategy for Growth
Demand for the accommodation provided by Civitas is strong and expected to remain so over the long term. The
pandemic has further evidenced the need for safe and secure homes for the most vulnerable people in society.
Civitas is a go-to partner for an increasing range of major vendors and counterparties.
Civitas is the market leader with the largest portfolio and deeply ingrained relationships with care providers, local
authorities, Approved Providers and charities across the UK.
The Company continues to work closely with The Social Housing Family CIC to enable it to expand and play a broader
role in the sector, and become part of critical local authority pathways, leading to many opportunities in specialist
supported living and advanced homelessness.
Civitas now works with a broader range of counterparties including charities and other not-for-profit organisations, to
expand into significant markets across the UK, now including Scotland and Northern Ireland.
8
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
South West
London
West Midlands
Wales
Yorkshire and the
Humber
North West
South East
East Midlands
North East
East of England
26
32
4.0
3.9
120
15.5
14.3
34
5.8
6.4
58
8.6
8.8
101
12.8
13.8
65
10.1
9.8
64
10.1
10.1
96
11.0
10.7
10.8
10.6
101
11.3
11.6
697 properties
South West
Yorkshire and the
Humber
North West
West Midlands
North East
South East
East Midlands
Wales
London
East of England
6.3
8.8
9.8
10.7
11.3
11.7
3.9
14.3
13.3
£978.1m
9.9
462
502
338
364
607
610
759
161
374
4,594
417
Market Value (%) Tenancies
Properties
Funds invested
(Percentage)
Annualised contracted
rent roll (Percentage)
South West 120 15.5 14.3
London 26 12.8 13.8
West Midlands 101 11.3 11.6
Yorkshire and the Humber 96 10.8 10.7
Wales 34 11.0 10.6
North West 101 10.1 10.1
South East 65 10.1 9.8
East Midlands 58 8.6 8.8
North East 64 5.8 6.4
East of England 32 4.0 3.9
Our Portfolio
By UK Region as at 31 March 2023
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGROUP STRATEGIC REPORT
9
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Our Portfolio
By Approved Provider as at 31 March 2023
1.1
1.3
1.0
1.0
0.2
0.1
£56.3m
12.6
19.1
16.5
3.7
9.4
5.2
4.0
5.2
5.6
2.3
2.6
8.4
68
13
4
51
71
39
32
591
850
547
182
507
238
194
205
370
239
151
242
4,594
10
9
1
1
1
697
81
116
101
74
41
26
27
15
13
28
16
42
41
54
1.1
0.1
0.1
1.0
1.1
1.1
0.8
9.8
£978.1m
13.2
19.1
16.4
3.8
9.1
5.1
3.9
4.9
8.6
5.7
2.6
2.3
Annualised Contracted Rent Roll (%)
Market Value (%)
Properties
Tenancies
1 Auckland and Qualitas Housing are both members of the Social Housing Family CIC and subject to common control.
Falcon
Auckland
1
BeST
Inclusion
Qualitas Housing
1
Westmoreland
Trinity
Encircle
Pivotal
Chrysalis
New Walk
Harbour Light
My Space
Other
IKE
Hilldale
Windrush
Lily Rose
Blue Square
Falcon
Auckland
1
Inclusion
BeST
Qualitas Housing
1
Trinity
Westmoreland
New Walk
Chrysalis
Pivotal
Harbour Light
Encircle
Hilldale
Windrush
IKE
My Space
Blue Square
Lily Rose
Other
Falcon
BeST
Auckland
1
Inclusion
Qualitas Housing
1
Trinity
Westmoreland
Pivotal
Encircle
New Walk
Harbour
Chrysalis
My Space
IKE
Windrush
Hilldale
Other
Lily Rose
Blue Square
Falcon
Auckland
1
BeST
Inclusion
Qualitas Housing
1
Westmoreland
Trinity
Encircle
Pivotal
Chrysalis
New Walk
Harbour Light
My Space
Other
IKE
Hilldale
Windrush
Blue Square
Lily Rose
10
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Investment Adviser’s Report
In the year to March 2023, CIM continued to work closely with the Board to manage
a high-performing portfolio.
Consistent
Performance
Portfolio
●
40% of residents living in Civitas properties receive over 50 hours of care per week.
●
High acuity portfolio
●
Provide homes to those who need long-term quality accommodation
●
Largest portfolio of SSH in England & Wales
●
Premium Fitch rating retained at “A” secured and "A-" unsecured
●
Average rental growth of c.5%
Social Impact
●
4,594 high-quality bed spaces
●
£127.0 million savings to the public purse
1
●
5 charitable relationships
Highly Experienced Team
The asset management team set up to work with and assist our Approved Providers have
specialisms from:
●
Local authority commissioning of specialist supported housing
●
Senior level rents and housing benefit advisers
●
Housing management and compliance
●
Property asset management
●
Commissioning of care
Phase two work with E.ON
●
Continued work across identified properties
●
Targeting 25% reduction in carbon emissions
●
Continued access to government grant funding sources
●
Targeting minimum EPC “A-C” by 2030
1. Source: The Good Economy, Civitas Social Housing PLC, Annual Impact Report 2021, June 2021.
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGROUP STRATEGIC REPORT
11
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Paul Bridge
CEO, Social Housing
Civitas Investment
Management Limited
For over six years CIM has been working with the CSH
Board to invest in high-quality assets to deliver long-term
affordable homes for life for the most vulnerable in society.
We have developed in-depth knowledge of the sector along
with extensive relationships with Approved Providers, care
providers and local authorities, which has directly led to
improvements in the sector.
Introduction
Civitas Investment Management Limited (“CIM”) is the Investment Adviser to Civitas Social Housing PLC (“CSH”) and is
the leading provider of care-based housing in the UK. CIM comprises a team of 39 individuals with a range of expertise
in specialist supported housing, real estate management and complex care needs CIM has the capacity and specialist
knowledge to manage the CSH portfolio at a granular level and has cultivated strong professional relationships across
the sector over the last decade.
Overview of Results
In the UK prior to the launch of the Company, equity
and private capital played a very small part in the social
housing sector. Over time, UK demographics changed and
the number of adults with long-term, complex care needs
has been steadily increasing.
This is reflected in a number of institutional investors
including aspects of social housing within their
investment strategies.
Results Highlights
●
Six years of consistent rental growth and progressive
dividend payments that have increased from an initial
3.00p per share to 5.70p per share for the year ended
31 March 2023.
●
A retained high-quality investment credit rating from
Fitch Ratings of A secured and A- unsecured since
March 2021, which CSH was the first to secure in
this sector.
●
An actively managed portfolio of operational real
estate with a sector-leading team of professionals
assisting and enabling high quality and longevity of
homes and income.
●
Professional support to enable Approved Providers to
enhance the quality of their delivery and demonstrate
long-term financial and operational independence.
●
Targeting investments and homes which enable
the delivery of higher end care as this is where the
greatest need exists and where the applicability of
exempt rents is clearly demonstrated.
●
An active and continuing programme working
with E.ON to permanently reduce carbon emissions
across the portfolio, leading to lower energy costs for
residents and a more carbon neutral portfolio.
●
Sector-leading partnerships with national and local
charities delivering real change and continuing to
enhance CSH’s reputation as the most experienced
investor in social infrastructure in the UK.
●
CIM has a highly experienced asset management
team which has overseen some £25 million of physical
improvements to the portfolio since inception, largely
paid for by the vendors of the properties.
Sector-Leading Social Outcomes
ESG
Our ESG Policy is located at www.civitassocialhousing.com.
It provides an overview of the Company’s investment
procedures and sets out the Board’s commitment to a
continuous improvement process in its approach to
ESG integration.
ESG Rating Providers
CIM engages with the leading ESG rating providers to
set out the activities that are undertaken by CSH and
to ensure these are profiled and evaluated correctly.
Notably, active participation in the 2022 GRESB Public
Disclosure Assessment has resulted in CSH retaining
an A score previously attained in 2021, whilst the peer
group average score has moved up to B. CSH is up
to second position within its Comparison Group (UK
Residential). Meanwhile, the Risk Rating Score for CSH by
Sustainalytics remains at 14.9 (Low Risk) as was reported
in February 2023.
Investment Adviser’s Report
Continued
12
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
The latest independent report by The Good Economy
on CSH was published in November 2022 and notes
CSH’s continued progress in delivering measurable
social impact. Social value analysis by The Good
Economy, carried out in March 2021, found that, overall,
the portfolio generated £127 million of social value
per year, including fiscal savings to public budgets of
£75.9 million per year.
Of particular note with respect to the portfolio:
●
41% of CSH’s 697 properties have been brought into
the specialist housing sector for the first time
●
CSH continues regular engagement with its Approved
Providers to monitor the quality of its stock
●
Improvement works have enhanced the energy
efficiency of homes
●
87% of respondents to the survey of residents carried
out by CIM in March 2021 reported that they were
satisfied with the quality of their home
●
CSH Approved Provider partners have reported 99%
statutory compliance – considerably better than the
wider affordable housing sector.
Environmental: Carbon Reduction/
Energy Cost Savings
CIM continues to work with E.ON (a leading UK energy
and solutions company) under a national framework
agreement in partnership with CSH tenants, to improve
the environmental performance of the portfolio. The
"fabric first" approach to reducing the portfolio’s
carbon footprint includes the installation of cavity wall
insulation, loft insulation, external wall insulation, air
source heat pumps and solar PV and battery storage to
identified properties within the portfolio. The installation
of these energy efficient measures, utilising available
government grants and other funding sources, will
optimise value for the Company, our counterparties
and our shareholders. The collaboration with E.ON is
delivering significant environmental enhancements
without any cost to our Approved Providers.
The Phase 2 retrofit surveys will help to refine the
implementation programme and identify the best
method for reducing the total carbon dioxide
emissions (and fuel costs) associated with individual
properties over the medium or long term. The overall
energy performance of the portfolio, as identified
on Environmental Performance Certificates (“EPC”)
reports data has improved over the last 12 months. The
proportion of properties with EPC Rating A-C is currently
c.55% and the carbon footprint (estimated from property
characteristics) has reduced by 2% per Civitas tenancy
(from 2.65 tonnes of CO
2
/tenancy in March 2022 to
2.61 tonnes of CO
2
/tenancy). The whole social housing
sector, and indeed the whole housing sector, continues
to require significant public investment if it is to meet the
current government guidelines on achieving net zero
carbon emissions by 2050.
Government Policy and Regulation
Reforming the Mental Health Act
Current mental health legislation results in many people
with mental health issues or learning disability needs being
detained in large institutions that are often inappropriate
for the individuals. It is estimated by NHS Digital that there
was a rise in annual mental health detentions from 45,864 in
2016/2017 to over 53,239 in 2020/2021.
Once people are sectioned into an institution it becomes
very difficult and costly to move them into a supported
living community setting.
As a result of these concerns, the Government commissioned
an independent body chaired by Professor Sir Simon
Wessley in 2017. Currently in draft form in the Houses
of Parliament, the Mental Health Reform Act seeks to
raise the threshold for detaining people with a learning
disability and/or autism unless they have a coexisting
psychiatric disorder.
We believe that this Act will drive even more demand for
community housing and care settings which are already in
short supply, further securing the value and importance of
the CSH portfolio.
The CSH portfolio will further benefit from the following
broader market dynamics:
Social Housing Regulation Bill 2023
The overall regulation of social housing is under review
with the main objective of delivering transformational
change for social housing residents and fulfilling the
Government’s 2019 manifesto pledge to “empower residents,
provide greater redress, better regulation and improve the
quality of social housing”.
The implication of this review for CSH’s portfolio is
expected to be positive as it aims to bring landlords closer
to their tenants and more focused on addressing their
needs quickly. Our Approved Providers are very close to
their residents’ needs and work in partnership with care
providers to ensure good quality service outcomes, all
supported by the granular asset management provided by
CIM every day.
Investment Adviser’s Report
Continued
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
13
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
GROUP STRATEGIC REPORT
Supported Housing (Regulatory Oversight) Bill
This bill, which is under review, seeks to improve
the regulation and outcomes of supported exempt
accommodation. This follows reported cases, particularly
of temporary housing, that should not qualify as
exempt accommodation.
Financial Review
As at 31 March 2023 the Net Asset Value of the Company was
£661.9 million, being 109.16 pence per share, a 1.03% decrease
on the 110.30 pence per share at 31 March 2022. A net
fair value gain on investment properties of £2.6 million
(2022: £12.3 million) was recorded in the year.
Operational cash flows increased moderately to
£39.5 million (2022: £39.1 million). Ongoing rental collections
throughout the year supported the Company’s healthy
operating cash flows despite further increases to the cost of
debt as all facilities were put onto a fixed basis.
Rental Growth and Dividend
The portfolio generated rental income (excluding
any insurance and service charge rechargeables)
of £53.1 million, representing c.5% increase over the
corresponding period last year.
The contracted rent roll now increases through indexation
only as no new equity has been raised and therefore no
new investments have been made in the period.
During the year, the Company declared and paid four
dividend distributions including one dividend of 1.3875p
and three instalments of 1.4250p.
Debt Fixing and Reducing Risk
CIM arranged the following debt facilities which fixes debt
on the portfolio at an average rate of 3.92% until August 2024
as is prudent in the current interest rate environment.
Lenders Facility
Remaining
Term at
31 Mar 23
(years)
Loan
Principal
£'000 All in rate
Scottish Widows Fixed 4.59 52,500 2.99%
Deutsche Bank
AG, London
Branch
Fixed 4.85 70,875 5.69%
HSBC Fixed by
Interest
rate cap
2.67 100,000 4.60%
NatWest Fixed by
Interest
rate swap
1.38 60,000 2.60%
M&G Fixed 4.91 84,550 3.14%
3.67 367,925 3.92%
We have received terms from lenders to refinance the
NatWest facility which is due to expire in August 2024.
Governance
CIM continues to engage actively with the Company’s
Approved Provider partners and care providers, offering
advice and shared learning.
The Board, comprised of five independent non-executive
Directors, carries out an annual Board performance
evaluation exercise and hosts periodic strategy sessions
in addition to regular planned Board meetings.
Summary
CIM continues to closely and proactively asset manage
the largest portfolio of specialist care-based housing in
the UK.
There is demonstrable demand in excess of supply
and significant further legislation that is likely to
continue to increase demand for the properties in the
Company's portfolio.
We continue to undertake our work with a view to both
enhancing the value of the portfolio and protecting the
interest of our underlying tenants.
Civitas Investment Management Limited
Investment Adviser
28 June 2023
Investment Adviser’s Report
Continued
14
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Asset Management Initiatives
The Asset Management Team understand the value of a good home. With nearly 100 years’ experience between them
working in the housing field, there is a lot of knowledge we can share.
As part of our active asset management of the CSH portfolio, we work with and support our partners tackling issues and
finding solutions to help sustain the tenancies of the most vulnerable people living in our homes.
A recent example of this was with Cole Street and Hampden Road. These properties are managed by Trinity Housing
Association and are popular properties with long standing residents. However, Trinity had struggled to meet its housing
benefit potential. Officers from the team worked closely with Trinity and supported them to put the information and
evidence together for tribunal. Trinity won the tribunal and the matter was resolved with a full backdate and rent
agreed. This was a great result for the team and for the tenants at the schemes.
As part of the ongoing active management of the CSH portfolio, CIM has developed an extensive asset management
resource that covers all the key disciplines that are apparent within specialist supported housing and the residential
care sectors.
Capital works are undertaken on a rolling basis with much of the work being undertaken around the time of initial
acquisition and paid for by the original vendors as part of the purchase agreement. This ensures that appropriate
adaptations are made to deliver a bespoke property that is suitable for the user’s needs over the long term. Capital
works are also undertaken, from time to time, during the life of the property where it is deemed appropriate to
undertake improvement works or repositioning of the asset. In some cases this also leads to an immediate uplift in
contracted rent roll and a commensurate increase in capital values.
Set out below are some examples of projects that have been undertaken.
York Mews, Clacton-on-Sea
A detached two storey block of seven self-contained flats
constructed around the 1950s. Some external works were
identified as being required and a review was undertaken
at the asset. Assessment reports obtained suggested
that replacing the heaters within the flats and other
minor works would improve the energy efficiency and,
in most cases, improve the EPC ratings at the same time.
We therefore tendered a programme of works over two
phases – the first phase just before the previous Winter
period to replace the existing heaters with high heat
retention storage heaters – the second phase during the
following Spring/Summer period was to undertake the
external works to remove the existing render, replace and
decorate to improve the exterior of the building.
Case Study
After the works
During the works
Before After
Flat 1 D D
Flat 2 D C
Flat 3 D C
Flat 4 D D
Flat 5 D C
Flat 6 D C
Flat 7 E D
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGROUP STRATEGIC REPORT
15
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
16
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Sustainability
The business model of the Company is to provide long-
term suitable homes for individuals with care needs;
acting in a sustainable manner is key to achieving
this aim. Properties that are owned by the Company
are tailored to meet the future needs of the tenants
and, where required, are actively asset managed
to provide long-term functionality and value to the
wider community.
Environment
During the investment due diligence phase, the Company
looks closely at the environmental impact of each
potential acquisition, and encourages a sustainable
approach for maintenance and upgrading properties.
Through collaborating with specialist developers and
vendors, the high standards the Company expects from
each investment in the care-based housing sector is
adopted by other companies in the sector.
Once within the portfolio, the properties of the Company
are actively managed, and the Investment Adviser
assesses whether there are opportunities to improve the
environmental efficiency of the properties, in addition to
other asset management initiatives. The Company has an
Environment, Social and Governance Policy which can be
found on the Company's website. This goes into further
detail about the Company's ESG approach and how it
integrates with investment strategy. Further details on the
Company's ESG approach can also be found on pages 37
to 46.
The Board has considered the requirements to disclose
the annual quantity of emissions; further detail on this is
included in the Report of the Directors on page 52.
Diversity
The Company does not have any employees or office
space and, as such, the Company does not operate a
diversity policy with regards to any administrative and
management functions.
Whilst recognising the importance of diversity in the
boardroom, the Company does not consider it to be
in the interest of the Group and its shareholders to set
prescriptive diversity criteria or targets. The Board has
adopted a diversity policy in respect of appointments
to be made to the Board and will continue to monitor
diversity, taking such steps as it considers appropriate
to maintain its position as a meritocratic and diverse
business. The Board’s objective is to maintain effective
decision making, including the impact of succession
planning. All Board appointments will be made on merit
and have regard to diversity regarding factors such as
gender, ethnicity, skills, background and experience.
This includes Director appointments to the Audit and
Management Engagement Committee and Nomination
and Remuneration Committee. See Corporate Governance
Statement on page 56.
The Board comprises three male and two
female non-executive Directors. Throughout the year,
the Company complied with the Hampton-Alexander
Review’s target of a minimum 33% representation of
women on FTSE 350 boards.
The Board is aware of the recommendations of the
Parker Review, which will be taken into consideration as
part of the Board’s succession planning. See Corporate
Governance Statement on page 56.
The Board of Directors of the Company’s subsidiaries,
which are non-operational, each comprise one female
and up to four male Directors.
Human Rights
Given the Company’s turnover for the year under review,
it now falls within the scope of the Modern Slavery
Act 2015. The Company published its modern slavery
statement on 22 September 2021.
The Board is satisfied that, to the best of its knowledge,
the Company’s principal advisers, which are listed in
the Company Information section, comply with the
provisions of the UK Modern Slavery Act 2015.
The Company’s business is solely in the UK and therefore
is considered to be low risk with regards to human
rights abuses.
Community and Employees
The Company’s properties enable the provision of care
to some of the most vulnerable people in the community,
ensuring safe and secure accommodation, tailored to
meet individual care needs. The Company has increased
the provision of care-based housing, bringing new
supply to the sector and providing homes to over 4,500
people. All of the Company’s properties enable the
provision of high levels of care, generating local jobs and
helping to support local economies.
The Company has no employees and accordingly no
requirement to separately report on this area.
The Investment Adviser is an equal opportunities
employer who respects and seeks to empower each
individual and the diverse cultures, perspectives, skills
and experiences within its workforce.
Corporate Social Responsibility Report
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGROUP STRATEGIC REPORT
17
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Overview
The Directors’ overarching duty is to act in good faith and
in a way that is most likely to promote the success of the
Company as set out in section 172 of the Companies Act
2006. In doing so, Directors must take into consideration
the interests of the various stakeholders of the Company,
the impact the Company has on the community and the
environment, take a long-term view on consequences
of the decisions they make, as well as aim to maintain a
reputation for high standards of business conduct and
fair treatment between the members of the Company.
Fulfilling this duty naturally supports the Company
in achieving its investment objective and helps to
ensure that all decisions are made in a responsible and
sustainable way. In accordance with the requirements
of the Companies (Miscellaneous Reporting) Regulations
2018, the Company explains how the Directors have
discharged their duties under section 172 below.
To ensure that the Directors are aware of, and
understand, their duties, they are provided with the
pertinent information when they first join the Board
as well as receiving regular and ongoing updates and
training on the relevant matters. Induction and access
to training is provided for new Directors. They also
have continued access to the advice and services of
the Company Secretary and, when deemed necessary,
the Directors can seek independent professional advice
at the Company's expense. The Schedule of Matters
Reserved for the Board, as well as the Terms of Reference
of its committees, are reviewed regularly and further
describe Directors’ responsibilities and obligations and
include any statutory and regulatory duties. The Audit
and Management Engagement Committee has the
responsibility for the ongoing review of the Company’s
risk management systems and internal controls and,
to the extent that they are applicable, risks related to
the matters set out in section 172 are included in the
Company’s risk register and are subject to periodic and
regular reviews and monitoring.
Long-term Success
The strategy of the Company can be found on pages
26 to 29. Any deviation from, or amendment to, that
strategy is subject to Board and, if necessary, shareholder
approval. The Company’s business model, which can be
found on page 26, provides that the Board considers the
long-term consequences of its investment decisions.
The Company grants long-term leases, generally 20 years
in length, to its tenants. The Company seeks to maintain
lasting relationships with its tenants and supports its
tenants in adapting properties to meet their needs,
particularly improving and enhancing properties. Further
details can be found on pages 37 to 46.
Stakeholders
A company’s stakeholders are normally considered to
comprise its shareholders, its employees, its customers
and its suppliers as well as the wider community in
which the company operates and impacts. The Company
is different in that as an investment trust it has no
employees and, in terms of suppliers, the Company
receives professional services from a number of different
providers, principal among them being the Investment
Adviser.
Through regular engagement with its stakeholders,
the Board aims to gain a rounded and balanced
understanding of the impact of its decisions. Feedback
from stakeholders is gathered by the Investment Adviser
in the first instance and communicated to the Board in its
regular quarterly meetings and otherwise as required.
The importance of stakeholders is taken into account
at every Board meeting, with discussions involving
careful consideration of the longer-term consequences
of any decisions and their implications for stakeholders.
The following section explains why these stakeholders
are considered of importance to the Company and the
actions taken to ensure that their interests are taken into
account by the Board as part of its decision making.
Section 172 (1) Statement and Stakeholder Engagement
18
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Our stakeholders Key areas of interest How we engage
Shareholders
Continued
shareholder
support and
engagement are
critical to the
existence of the
business and the
delivery of the
long-term strategy
of the business.
●
Current and
future financial
performance on
both a NAV and
share price basis
●
Strategy and
business model
●
Corporate
governance
●
ESG performance
and sustainability
●
Climate Change
●
Dividend
The Board welcomes shareholders’ views and places great importance
on communication with the shareholders of the Company. The Board is
responsible for the content of communication regarding corporate issues
and for communicating its views to shareholders. The Board aims to ensure
that shareholders are provided with sufficient information to understand
the risk/reward balance to which they are exposed by the holding of
shares in the Company. Active engagement with shareholders is carried out
throughout the year and regular communication is undertaken to ensure that
they understand the performance of the business. The Board is committed
to maintaining open channels of communication and to engaging with
shareholders in a manner which they find most meaningful, in order to gain
an understanding of the views of shareholders. These channels include:
Annual General Meeting – The Company welcomes and encourages
attendance, voting and participation from shareholders at the AGM, at which
shareholders have the opportunity to meet the Directors and Investment
Adviser and to address questions to them directly. The Investment Adviser
attends the AGM and provides a presentation on the Group’s performance and
its future outlook. The Company values any feedback and questions it may
receive from shareholders ahead of and during the AGM and takes action,
as appropriate. The Board was pleased to note that all resolutions proposed at
the Company's AGM on 15 September 2022 were approved by shareholders.
Publications – The Annual Report and Half-Year Results are made available
on the Company’s website. These reports provide shareholders with a clear
understanding of the Group’s portfolio and financial position. In addition to the
Annual and Half-Year Reports, regularly updated information is available on
the Company website, including quarterly factsheets, key policies, the investor
relations policy and details of the investment property portfolio. Feedback and/
or questions the Company receives from the shareholders help the Company
evolve its reporting aiming to render the reports and updates transparent and
understandable.
Shareholder meetings – Shareholders are able to meet with the Investment
Adviser and the Company’s Joint Brokers throughout the year and the Investment
Adviser provides information on the Company on the Company’s website.
Feedback from all shareholder meetings with the Investment Adviser and/or the
Joint Brokers, and shareholders’ views, are shared with the Board on a regular
basis. The Chairman and other members of the Board, including the Senior
Independent Director and Chair of the Audit and Management Engagement
Committee, are available to meet with shareholders to understand their views on
governance and the Company’s performance where they wish to do so.
Section 172 (1) Statement and Stakeholder Engagement
Continued
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
19
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
GROUP STRATEGIC REPORT
Our stakeholders Key areas of interest How we engage
Shareholders
Continued
shareholder
support and
engagement are
critical to the
existence of the
business and the
delivery of the
long-term strategy
of the business.
●
Current and
future financial
performance on
both a NAV and
share price basis
●
Strategy and
business model
●
Corporate
governance
●
ESG performance
and sustainability
●
Climate Change
●
Dividend
Shareholder concerns – The Board gives due consideration to matters
raised by shareholders. In the event shareholders wish to raise issues or
concerns with the Board or the Investment Adviser, they are welcome to
write to the Company at the registered office address set out on page 131.
In line with increasing shareholder focus on Environmental, Social and
Governance ("ESG") matters, the Board requests regular updates from the
Investment Adviser. The Board retains overall responsibility for ESG issues
and the Company's operational performance. Implementation of ESG
matters are undertaken by the Investment Adviser on behalf of the Board.
Furthermore, ESG reporting has been disclosed on pages 37 to 46 in the
Annual Report and the Board is open to discussion with shareholders on
this topic if requested.
Investor relations updates – The Board regularly monitors the
shareholder profile of the Company. With the majority of shareholders
being a combination of institutional investors and private client brokers,
the Board receives regular updates on investors’ views and attitudes
from the Company’s Brokers and the Investment Adviser. The results of
these meetings are reported to the Board as part of the formal reporting
undertaken by both the Investment Adviser and Brokers.
Included in the Report of the Directors on page 51 are details of
substantial shareholdings in the Company.
On a regular basis (sometimes weekly) and at Board meetings, the
Directors receive updates from the Company’s Brokers on the share
trading activity, share price performance and any shareholders’ feedback,
as well as an update from the Company’s Investor Relations adviser,
Buchanan, and the Investment Adviser on any publications or comments
by the press. To gain a deeper understanding of the views of its
shareholders and potential investors, the Investment Adviser maintains
regular contact with them and also undertakes investor roadshows.
Any relevant feedback is taken into account when Directors discuss any
possible fundraising or the future dividend policy.
Following the year end, the Board recommended an offer to shareholders
of 80 pence for each share held in the Company from Wellness Unity
Limited (a wholly owned subsidiary of CK Asset Holdings Limited). During
the Takeover Offer process, the Board engaged with shareholders and
received their views on the Takeover Offer. which it took into account
during its discussions. Further information on the Board's decision in
relation to the Takeover Offer can be found on pages 25 and 52.
Section 172 (1) Statement and Stakeholder Engagement
Continued
20
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Our stakeholders Key areas of interest How we engage
Investment
Adviser
Holding the
Company’s shares
offers investors
an investment
vehicle through
which they can
obtain exposure
to the Company’s
portfolio of
properties. The
Investment
Adviser’s
performance
is critical for
the Company
to successfully
deliver its
investment
strategy and
meet its objective
to provide
shareholders
with an attractive
level of income,
together with
the potential for
capital growth.
●
Current and
future financial
performance
●
Shared
commercial
objectives with
the Company
●
Operational
excellence
●
Long-term
development of
its business and
resources
●
ESG performance
and sustainability
The asset management of the Company’s portfolio is delegated to
the Investment Adviser, which manages the assets in accordance
with the Company’s objectives and policies. At each Board meeting,
representatives from the Investment Adviser are in attendance to present
reports to the Directors covering the Company’s current and future
activities, portfolio of assets and its investment performance over the
preceding period.
Maintaining a close and constructive working relationship with the
Investment Adviser is crucial as the Board and the Investment Adviser
both aim to continue to achieve consistent long-term returns in line
with the Company’s investment objective. Important components of the
culture of both the Company and the Investment Adviser are:
●
operating in a fully supportive, co-operative and open environment
and maintaining ongoing communication with the Board between
formal meetings;
●
encouraging open discussion with the Investment Adviser, allowing
time and space for original and innovative thinking;
●
recognising that the interests of stakeholders and the Investment
Adviser are for the most part well aligned, adopting a tone of
constructive challenge;
●
drawing on Board members’ individual experience and knowledge to
support the Investment Adviser in its monitoring of and engagement
with other stakeholders; and
●
willingness to make the Board members’ experience available to
support the Investment Adviser in the sound long-term development
of its business and resources, recognising that the long-term health
of the Investment Adviser is in the interests of shareholders in the
Company.
Other service
providers
In order to
function as a REIT
with a premium
listing on the
London Stock
Exchange, the
Company relies on
a diverse range of
reputable advisers
for support
in meeting
all relevant
obligations.
●
Current and
future financial
performance
●
Shared
commercial
objectives with
the Company
●
Operational
excellence
●
Long-term
development
of the service
providers’
businesses
●
Sustainability
The Company’s main functions are delegated to a number of service
providers, including the Administrator, the Company Secretary, the AIFM,
the Registrar, the Corporate Brokers and the Depositary, each engaged
under separate contracts. The Board maintains regular contact with its
key external providers and receives regular reporting from them, both
through the Board and Committee meetings, as well as outside of the
regular meeting cycle. Their advice, as well as their needs and views,
are routinely taken into account. Through its Audit and Management
Engagement Committee, the Board formally assesses their performance,
fees and continuing appointment at least annually to ensure that the
key service providers continue to function at an acceptable level and
are appropriately remunerated to deliver the expected level of service.
The Audit and Management Engagement Committee also reviews and
evaluates the control environment in place at each key service provider.
Section 172 (1) Statement and Stakeholder Engagement
Continued
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
21
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
GROUP STRATEGIC REPORT
Our stakeholders Key areas of interest How we engage
Care providers
●
Current
and future
performance
●
Welfare of
tenants
●
Lease obligations
●
Void
management
At the outset, it is important to note that the Company does not have
any legal or operational responsibility for the delivery of care in the
properties within the portfolio. However, the Board and the Investment
Adviser have taken the view that they wish to have a detailed
understanding of the delivery of care and the interaction with the major
care providers who deliver this care. Accordingly, the Investment Adviser
maintains an active dialogue with many of the care providers to build
constructive and informed relationships.
At the same time, as part of transaction due diligence at the time of
acquisition of properties, the Investment Adviser undertakes due
diligence with respect to the operational and financial performance of
all care providers who are proposed to deliver care into the particular
properties. This includes the financial standing of the care provider, its
CQC rating and the nature of the SLA agreement covering voids between
the care provider and the Approved Provider.
The Investment Adviser is noted as having demonstrated considerable
expertise and understanding of the care taking place within its
properties.
Tenants
●
Greater
independence
●
Maintaining high
level of care
●
Improved
personal
outcomes
The Company’s properties are adapted for the use of individuals with
long-term care needs within a community setting with the specific
aim of achieving better personal outcomes and independence for the
individuals.
The sector in which the Company operates is regarded as having
achieved significant success in delivering these positive outcomes
compared to long-term older style remote institutional care.
On a regular basis, members of the Investment Adviser visit properties
accompanied by Approved Provider and care provider partners to see
first hand the nature of the housing and care provision that is being
delivered. Whilst this process has slowed as a result of the pandemic,
the Investment Adviser has continued to engage with its tenants. This
is supported by the regular Approved Provider seminars at which the
wellbeing of tenants is discussed in detail.
In addition, the Company undertakes resident case studies and surveys
through careful and considered interaction via the care provider to
assess the positive impact our properties and associated specialised care
have had on the individual and their wellbeing.
Section 172 (1) Statement and Stakeholder Engagement
Continued
22
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Our stakeholders Key areas of interest How we engage
Approved
Providers
●
Current
and future
performance
●
Sustainability
●
Compliance
and property
management
●
Welfare of
tenants
●
Lease obligations
The Company’s Approved Provider partners are an important part of the
investment model as the responsibility for collection of housing benefit
and subsequent payment of rent, the maintenance of the properties
under the full repairing and insuring leases and, most importantly, the
safeguarding of the underlying tenants through the above means, lies
with the Approved Providers.
The Investment Adviser works closely with the Company’s Approved
Provider partners to improve standards and governance and to introduce
practices and procedures that make the Company’s investment processes
ever more robust.
The Investment Adviser has a regular open dialogue with the Approved
Provider partners, liaising monthly on compliance, health and safety,
maintenance and future-proofing schemes, as well as hosting quarterly
seminars to discuss current themes/trends affecting the sector and to
troubleshoot. This serves as an opportunity to build relationships and
share best practice.
The Investment Adviser is supported by the establishment of The Social
Housing Family CIC, a not-for-profit community interest company
operated independently of the Company whose stated aim is to enable
Approved Providers holding the Company’s leases to increase skills and
experience and to provide funding to promote enhanced performance.
Membership is open to any Approved Provider that holds Civitas leases
and the effect of membership is to transfer ownership of the Approved
Provider to the social housing family. Auckland Homes Solutions was the
first Approved Provider to join and has now recruited a very experienced
and senior executive team and board of management. Qualitas
community benefit society has also joined the CIC.
Regulator of
Social Housing
(RSH)
●
Financial and
operational
viability
●
Governance
●
Compliance with
health and safety,
and regulatory
standards
●
Safety and
wellbeing of
underlying
tenants
The Company is not itself regulated by the RSH, but it is important to
maintain open and regular dialogue to ensure that the Company and the
RSH are working together to improve the sector.
The Investment Adviser has a regular and ongoing dialogue with the RSH
and with the Approved Provider partners regulated by the RSH.
The Company also publishes responses to the regulatory judgements of
the RSH regarding the Approved Providers working with the Company as
part of the RSH’s general review of Approved Providers engaged in the
provision of property services for vulnerable people as announced
in May 2018. This demonstrates the Company’s desire to maintain a
dialogue with the RSH and its desire to see that the positions improve
where needed.
Section 172 (1) Statement and Stakeholder Engagement
Continued
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
23
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
GROUP STRATEGIC REPORT
Our stakeholders Key areas of interest How we engage
Other regulatory
authorities
The Company can
only operate with
the approval of
its regulators who
have a legitimate
interest in how
the Company
operates in the
market and treats
its shareholders.
●
Compliance
with statutory
and regulatory
requirements
●
Governance
based on best
practice guidance
●
Better reporting
to shareholders
and other
stakeholders
The Company regularly considers how it meets various regulatory and
statutory obligations and follows voluntary and best practice guidance,
and how any governance decisions it makes can have an impact on
its shareholders and wider stakeholders, both in the shorter and in the
longer-term.
The Board receives quarterly regulatory compliance monitoring updates
from the Investment Adviser.
The Board receives quarterly compliance updates from the AIFM regarding
the Company’s compliance with its investment policy and the Investment
Adviser’s compliance with the Investment Management Agreement.
The Board also has access to the advice of the Company Secretary who
provides updates and advice on regulatory, statutory and governance
matters for consideration by the Board at its quarterly meetings and as
and when required.
Local authorities
●
Provision of
safe and secure
properties of a
high quality
●
Sustainability
for long-term
placements
It is important for the Company to build and maintain relationships with
local authorities as they have an important role in identifying areas
of high demand, agreeing rents and referrals to the Company’s asset
management initiatives.
The Company will engage with the local authority commissioner either
directly, or through specialist consultants, Approved Provider and care
provider partners as part of the Company’s due diligence to ensure that
each property being acquired has been commissioned by the relevant
local authority and that rent levels have been discussed and agreed.
Lenders
Availability of
funding and
liquidity are
crucial to the
Company’s ability
to take advantage
of investment
opportunities as
they arise.
●
Current and
future financial
performance of
the business
●
Openness and
transparency
●
Proactive
approach to
communication
●
Operational
excellence
The Company has arranged debt facilities from a wide range of lenders
and engages with these on a regular basis through regular meetings and
presentations to ensure they are informed on all relevant areas of the
business. The continual dialogue helps to support the credit relationships.
The Company has reaffirmed its Investment Grade High Credit Quality
Rating from Fitch Ratings Limited of “A” (senior secured) and a Long-Term
IDR (Issuer Default Rating) of "A-" with a Stable Outlook.
This will enable the Company to pursue its strategy in relation to debt
funding, in addition to continuing to work with the Company’s existing
lenders, with whom the Company has built strong relationships.
During the year, the Board considered and closed a five year term debt
facility with Deutsche Bank AG. Further information can be found on
page 25.
Section 172 (1) Statement and Stakeholder Engagement
Continued
24
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Our stakeholders Key areas of interest How we engage
Communities
The Company’s
assets rely on a
strong, positive
connection
with the local
communities in
which its business
operates.
●
Acceptance
of care in the
community
●
Availability of
local facilities for
tenants
A key component of the Company’s portfolio is that the properties within
it are set within community environments so that individuals are able as
part of their care plan to interact with the local community rather than
being isolated.
This is achieved in consultation with local authorities in determining
that the initial settings are appropriately diversified within the respective
community and are not clustered in a way that would lead to isolation.
This assists the individuals and also ensures appropriate integration
within the community. On a day-to-day basis, care providers and
Approved Providers operate policies to ensure positive relationships
with neighbours and surrounding dwellings. The activities within the
Company’s properties create employment within the local community for
both housing and care workers.
Charity partners
●
Delivering
needed support
to vulnerable
adults
●
Improved
wellbeing of
vulnerable adults
●
ESG performance
and sustainability
The Company supports a number of organisations whose objectives
are to provide improved outcomes for vulnerable adults affected by
homelessness and other care needs.
The Company commits targeted financial support to fund specific
programmes which help those affected by homelessness by teaching
them skills and offering support to prevent them from being in that
position again.
The Company ensures regular calls and meetings with our charity
partners to update on progress and projects being undertaken, as well as
attending events in support of their work.
Section 172 (1) Statement and Stakeholder Engagement
Continued
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
25
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
GROUP STRATEGIC REPORT
Principal Decisions
Principal decisions have been defined as those that have
a material impact to the Group and its key stakeholders.
In taking these decisions, the Directors considered their
duties under section 172 of the Act. Principal decisions
made during the year were as follows:
New Regulatory Clause Initiative
In 2022, the Board considered and agreed a new
approach to the Company’s lease model with the goal
of supporting additional regulatory compliance and
addressing perceptions of risk. The new regulatory
clause enables Approved Providers to achieve greater
alignment between income receipts and lease liabilities,
set achievable capital solvency requirements against
lease obligations and demonstrate a further degree of
risk sharing.
The new lease clause has, following detailed negotiation
including legal input, received approval from the boards
of two initial housing associations with whom it had
been discussed. The Company had previously sought
and obtained formal written confirmation from its
valuers that the inclusion of a clause of this type within
the Company's new and existing leases will not of itself
cause a diminution in the value of those leases or in the
underlying assets.
Takeover Offer
As announced on 9 May 2023, the Board made the
decision to recommend to shareholders an all-cash offer
of 80 pence for each share of the Company by Wellness
Unity Limited (a wholly owned subsidiary of CK Asset
Holdings Limited).
Although the Board believes the offer undervalues
the long-term prospects of the Company, the Board
recognises that the Company and the sector in which
it operates faces a number of challenges in light of the
current macro environment and outlook. This includes
the considerable negative sentiment in the public
markets towards the Company and the social housing
sector which the Board believes are unlikely to be
overcome in the short to medium term and will continue
to have a material impact on the Company's share price
prospects. In addition, despite delivering on revenue,
NAV and dividend growth since IPO, the Company's
shares have traded for some time at an entrenched
discount to NAV.
On 23 June 2023, the Offer became unconditional.
Updates to Debt Arrangements
During the year, the Board considered and closed a new
five year term debt facility of c.£71 million with a major
European bank lender.
The facility was deployed in full to redeem the
Company's existing facility with Lloyds Bank of
£60 million as well as providing additional liquidity. As a
result, all of the Company's debt facilities are at 100% fixed
or capped rates.
Buyback Programme
During the year, the Board monitored the decline in the
Company’s share price and in response, the Board agreed
the implementation of a share buyback programme
under certain parameters, which is being operated by the
Company’s Joint Brokers.
Further information on the Company’s buyback
programme can be found on page 50.
Section 172 (1) Statement and Stakeholder Engagement
Continued
26
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Purpose of the Company
The Company was established in 2016 with the purpose
of delivering long-term responsible, stable returns to
investors and achieving positive measurable social
impact and ESG benefits on a large scale. It should
achieve this as a result of introducing long-term equity
capital into the social housing sector with a particular
focus on care-based community housing. By doing so,
this would form a bridge between equity investors and
the social housing sector and bring together aspects of
healthcare with social housing.
The Company has since developed the largest portfolio
of care-based community housing in the UK that provides
long-term homes for more than 4,500 individuals across
half the local authorities in England and Wales.
As a result of this success, the Company extended its
mandate to be able to enter into transactions directly
with the NHS and with leading charities with an interest
in the provision of specialist housing that has a strong
care or support element, is consistent with public policy
and whose costs are met by the public purse for which it
offers value for money.
Investment Objective
The Company’s investment objective is to provide
shareholders with an attractive level of income, together
with the potential for capital growth from investing in a
portfolio of Social Homes, which benefits from inflation
adjusted long-term leases or occupancy agreements with
Approved Providers and to deliver, on a fully invested
and geared basis, a targeted dividend yield of 5% per
annum
1
, which the Company expects to increase broadly
in line with inflation.
Investment Policy
The Company’s investment policy is to invest in a
diversified portfolio of Social Homes throughout
the United Kingdom. The Company intends to meet
the Company’s investment objective by acquiring,
typically indirectly via Special Purpose Vehicles,
portfolios of Social Homes and entering into long-term
inflation adjusted leases or occupancy agreements
for terms primarily ranging from 10 years to 40 years
with Approved Providers, where all management
and maintenance obligations will be serviced by the
Approved Providers. The Company will not undertake
any development activity or assume any development or
construction risk. However, the Company may engage in
renovating or customising existing homes, as necessary.
The Company may make prudent use of leverage to
finance the acquisition of Social Homes and to preserve
capital on a real basis.
The Company is focused on delivering capital growth
and expects to hold its Portfolio over the long term and
therefore it is unlikely that the Company will dispose
of any part of the Portfolio. In the unlikely event that a
part of the Portfolio is disposed of, the Directors intend
to reinvest proceeds from such disposals in assets in
accordance with the Company’s investment policy.
Investment Restrictions
The Company invests and manages the Portfolio with the
objective of delivering a high-quality, diversified Portfolio
through the following investment restrictions:
●
the Company only invests in Social Homes located in
the United Kingdom;
●
the Company only invests in Social Homes where the
counterparty to the lease or occupancy agreement is
an Approved Provider;
●
no lease or occupancy agreement shall be for an
unexpired period of less than 10 years, unless the
shorter leases or occupancy agreements represent
part of an acquisition of a portfolio which the
Investment Adviser intends to reorganise such that
the average term of lease or occupancy agreement is
increased to 15 years or above;
●
the aggregate maximum exposure to any single
Approved Provider is 25% of the Gross Asset Value,
once the capital of the Company is fully invested;
●
no investment by the Company in any single
geographical area, in relation to which the houses
and/or apartment blocks owned by the Company are
located on a contiguous or largely contiguous basis,
exceeds 20% of the Gross Asset Value of the Company;
●
the Company only acquires completed Social Homes
and will not forward finance any development of new
Social Homes;
●
the Company does not invest in other alternative
investment funds or closed-end investment
companies; and
●
the Company is not engaged in short selling.
The investment limits detailed above apply at the time of
the acquisition of the relevant investment in the Portfolio
once fully invested. The Company would not be required
to dispose of any investment or to rebalance the Portfolio
as a result of a change in the respective valuations of its
assets.
Gearing Limit
The Directors seek to use gearing to enhance equity
returns. The level of borrowing is set on a prudent basis
for the asset class and seeks to achieve a low cost of
funds, whilst maintaining the flexibility in the underlying
security requirements and the structure of both the
Portfolio and the Company.
1 The dividend yield is based on the original IPO price of 100 pence per Ordinary share. The target dividends are targets only and do not represent a profit forecast.
There can be no assurance that the targets can or will be met and should not be taken as an indication of the Company’s expected or actual future results.
Accordingly, potential investors should not place any reliance on these targets in deciding whether or not to invest in the Company or assume that the Company
will make any distributions at all, and should decide for themselves whether or not the target dividend yields are reasonable or achievable.
Strategic Overview
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
27
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
GROUP STRATEGIC REPORT
Key Performance Indicators (“KPIs”)
Measure Explanation Result
Increase in NAV
per share
Target to achieve capital appreciation whilst
maintaining a low risk strategy from enhancing
the quality of cash flows from investments, by
physical improvement of properties and by
creating a significantly diversified, high-quality
portfolio.
NAV increase of 11.2p per share 11.4%
from IPO (2022: 12.3p per share 12.6% from IPO).
Dividends per
share
For the year ended 31 March 2023, the Company
targeted a dividend of 5.70p per share.
Total dividend of 5.70p per share declared for the
year to 31 March 2023 (2022: 5.55p).
Number of local
authorities,
Approved
Providers and
care providers
Target risk mitigation through a diversified
portfolio (once fully invested) with no more
than 25% exposure to any one local authority or
single Approved Provider and no more than 20%
exposure to any single geographical area, once
the capital of the Company is fully invested.
As at 31 March 2023:
●
178 local authority partners (2022: 178 local
authority partners)
●
19 Approved Providers (2022: 18 Approved Providers)
●
131 care providers (2022: 130 care providers)
The Company’s largest single exposure is to Falcon
Housing Association CIC and currently stands at 19%
(2022: 19%). The largest geographical concentration is
in the South West, being 14% (2022: 16%).
Loan to
Gross Assets
(Leverage)
Targeted total debt drawn no more than 40% of
gross assets.
Leverage as at 31 March 2023 of 35.61% of gross
assets (2022: 34.43%).
The Company may, following a decision of the Board,
raise debt from banks and/or the capital markets and the
aggregate borrowings of the Company is always subject
to an absolute maximum of 40% of Gross Asset Value
calculated at the time of drawdown. Current gearing is
35.61% (2022: 34.43%)
Debt is secured at asset level, whether over a particular
property or a holding entity for a particular series of
properties, without recourse to the Company and also
potentially at Company level with or without a charge
over the Portfolio (but not against particular assets),
depending on the optimal structure for the Company and
having consideration to key metrics including lender
diversity, cost of debt, debt type and maturity profiles.
Otherwise there will be no cross-financing between
investments in the Portfolio and the Company will not
operate as a common treasury function between the
Company and its investments.
Use of Derivatives
The Company may choose to utilise derivatives for
efficient portfolio management. In particular, the
Directors may engage in full or partial interest rate
hedging or otherwise seek to mitigate the risk of interest
rate increases on borrowings incurred in accordance
with the gearing limits as part of the management of the
Portfolio.
Cash Management
The Company invests in cash, cash equivalents, near
cash instruments and money market instruments.
REIT Status
The Directors conduct the affairs of the Company so as to
enable it to remain qualified as a REIT for the purposes
of Part 12 of the Corporation Tax Act 2010 (and the
regulations made thereunder).
Culture
The Directors agree that establishing and maintaining
a healthy corporate culture among the Board and in its
interaction with the Investment Adviser, shareholders
and other stakeholders will support the delivery of its
purpose, values and strategy. The Board seeks to promote
a culture of openness, debate and integrity through
ongoing dialogue and engagement with its service
providers, principally the Investment Adviser.
As detailed in the Corporate Governance Statement,
the Company has a number of policies and procedures
in place to assist with maintaining a culture of good
governance, including those relating to diversity and
Directors’ conflicts of interest. The Board assesses and
monitors compliance with these policies as well as the
general culture of the Board through Board meetings and,
in particular, during the annual evaluation process which
is undertaken by each Director (for more information, see
the performance evaluation section on pages 56 and 57).
The Board’s culture itself is one of openness,
collaboration and constructive debate to ensure the
effective contribution of all Directors, particularly in
respect of the Board’s decision making. Consideration
of our stakeholders is embedded in the Board’s decision
making process. Please see our section 172 Statement on
pages 17 to 25.
Strategic Overview
Continued
28
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
EPRA
The Company is a member of the European Public Real Estate Association (“EPRA”). EPRA has developed and defined
the following performance measures to give transparency, comparability and relevance of financial reporting
across entities which may use different accounting standards. The Company is pleased to disclose the following
measures which are calculated in accordance with EPRA guidance. These are all Alternative Performance Measures of
the Company.
Past performance is not a reliable indicator of future performance. For detailed workings reconciling the above
measures to the IFRS results, please see Appendix 1 to these financial statements on pages 122 to 125.
Strategic Overview
Continued
EPRA Earnings
£
2023
2022
2021
29,810,000
EPRA NRV per share
(diluted) pence
2023
2022
2021
107.82
108.38
107.82
109.96
108.38
EPRA NTA per share
(diluted) pence
2023
2022
2021
EPRA NDV per share
(diluted) pence
2023
2022
2021
111.09
110.74
107.97
EPRA Earnings per share
(Basic and diluted) pence
2023
2022
2021
4.43
4.93
4.82
30,630,000
26,929,000
EPRA NRV
£
2023
2022
2021
EPRA NTA
£
2023
2022
2021
673,416,000 673,416,000
674,042,000 674,042,000
EPRA NDV
£
2023
2022
2021
673,645,000
678,191,000
671,476,000
EPRA Earnings
Earnings from operational
activities.
DefinitionPurposePerformance
EPRA Net Reinstatement
Value (“NRV”)
EPRA NAV metric which
assumes that entities never
sell assets and aims to
represent the value required
to rebuild the entity.
EPRA Net Tangible Assets
(“NTA”)
EPRA NAV metric which
assumes that entities buy
and sell assets, thereby
crystallising certain levels of
unavoidable deferred tax.
EPRA Net Disposal
Value (“NDV”)
EPRA NAV metric
which represents the
shareholders’ value under
a disposal scenario,
where deferred tax,
financial instruments and
certain other adjustments
are calculated to the full
extent of their liability, net
of any resulting tax.
The EPRA NAV set of metrics make adjustments to the NAV per the financial statements to
provide stakeholders with the most relevant information on the fair value of the assets and
liabilities of a real estate investment company, under different scenarios.
A key measure of a
company’s underlying
operating results and an
indication of the extent to
which current dividend
payments are supported
by earnings.
653,780,000 653,780,000
109.96
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
29
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
GROUP STRATEGIC REPORT
EPRA LTV
%
2023
2022
2021
Past performance is not a reliable indicator of future performance. For detailed workings reconciling the above
measures to the IFRS results, please see Appendix 1 to these financial statements on pages 122 to 125.
1 The ratios inclusive of vacancy costs are the same as the ratio exclusive of vacancy costs for 2022, 2021 and 2020.
Strategic Overview
Continued
EPRA NIY
%
2023
2022
2021
5.55
5.28
5.24
EPRA Topped-up
NIY
%
2023
2022
2021
5.55
EPRA Costs Ratio
1
%
2023
2022
2021
23.07
20.20
20.33
31.24
27.20
EPRA Vacancy
Rate
%
2023
2022
2021
0
0
EPRA Topped-up Net
Initial Yield (“NIY”)
This measure
incorporates an
adjustment to the
EPRA NIY in respect
of the expiration of
rent-free periods
(or other unexpired
lease incentives such
as discounted rent
periods and stepped
rents).
EPRA LTV
Debt (including net
payables but net
of cash balances)
divided by the market
value of property
(including net
receivables).
EPRA Vacancy Rate
Estimated Market
Rental Value (“ERV”) of
vacant space divided
by ERV of the whole
portfolio.
EPRA Costs Ratio
Administrative and
operating costs
(including and
excluding costs
of direct vacancy)
divided by gross
rental income.
A key (shareholder-
gearing) metric
to determine the
percentage of debt
comparing to the
appraised value of
the properties.
A "pure" (%) measure of
investment property
space that is vacant,
based on ERV.
A key measure to
enable meaningful
measurement
of the changes
in a company’s
operating costs.
A comparable measure for portfolio
valuations. These measures should make it
easier for investors to judge themselves, how
the valuation of portfolio X compares with
portfolio Y.
DefinitionPurposePerformance
EPRA Net Initial
Yield (“NIY”)
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
with (estimated)
purchasers’ costs.
0.0233.91
5.28
5.24
30
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Principal Risks and Risk Management
The Board considers that the risks detailed below are the principal risks facing the Group currently, along with the risks
detailed in note 31.0 to the financial statements. These are the risks that could affect the ability of the Company to deliver
its strategy. The Board confirms that the principal risks of the Company, including those which would threaten its future
performance, solvency or liquidity, have been robustly assessed throughout the year ended 31 March 2023, taking into
account the emerging risks such as the longer term, climate change risk, cyber security risk and recruitment of staff at
counterparties risk, and that processes are in place to continue this assessment.
The Audit and Management Engagement Committee has divided the Company’s risks into the following risk type
categories:
●
Strategy and Competitiveness;
●
Operational, including Cyber Crime;
●
Investment Management; and
●
Accounting, Legal and Regulatory.
Each risk contained in each category is reviewed for its impact and probability by the Audit and Management
Engagement Committee at least twice during the year.
The Audit and Management Engagement Committee takes responsibility for overseeing the effectiveness of risk
management and internal control systems on behalf of the Board and advises the Board on the principal risks facing
the business.
Further details of risk management processes that are in place can be found in the Corporate Governance Statement
on pages 57 and 58. The principal and emerging risks and uncertainties relating to the Group are regularly reviewed
by the Board along with the internal controls and risk management processes that are used to mitigate these risks.
The Board acknowledges that the Takeover by Wellness Unity Limited may result in increased risk both during the
transition and subsequently. Specifically, the Directors have not had detailed visibility of the offeror’s post completion
funding for the group or the detailed plans behind the intentions statements included within the announcement.
Oversight and monitoring during this period will take on critical importance. The Board has identified one new
principal risk during the year (as set out in the list of principal risks and uncertainties). The risk associated with a
disruption to share price due to negative sentiment in the social housing sector was identified as having the highest
impact and likelihood. The risk associated with promoting the Company to generate investor demand was removed
as a principal risk by the Board during the year as the Takeover Offer by Wellness Unity Limited has reduced the need
for the Company to generate additional investor demand. Further details on this and the other principal risks and the
management of those risks are described below:
Impact
Probability
Very High
High
Medium
Low
Very Low
Very
Likely
LikelyPossibleUnlikely
Very
unlikely
9
7
4
5
3
6
8
2
1
10
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGROUP STRATEGIC REPORT
31
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Principal Risks and Uncertainties
1. Strategy and Competitiveness risk Impact How managed/mitigated
The Company’s share price
is disrupted due to negative
sentiment towards the social
housing sector following a
targeted attack by a short seller
and pollution from other events in
the sector.
This risk remained at the same
level as the year ended 31 March
2022.
The Company is targeted
by a short seller or activist
shareholder leading to
a fall in the Company’s
share price and a
widening of the discount
to NAV.
Significant numbers of
shares may need to be
repurchased leading to
a fall in the size of the
Company and liquidity
implications.
The Board is committed to maintaining
open channels of communication with
shareholders and engaging in ways
shareholders find most meaningful, in
order to gain understanding of shareholder
views. Further information on the Board’s
engagement with shareholders can be
found on pages 17 to 25.
The Board seeks to provide full disclosure
on the counterparties and the structure of
transactions so that all stakeholders are
kept reliably informed on the Company’s
business dealings.
The Board regularly reviews the
Company’s buyback policy to ensure this
is in alignment with the interests of the
Company and shareholders. The Board
is also mindful of the possibility to issue
shares and regularly reviews its policy in
this area to ensure that it is consistent with
the Company’s strategy. It receives regular
updates from the Company’s brokers to
help inform its decisions in this regard.
Impact:
High
Probability:
Likely
2. Strategy and competitiveness risk Impact How managed/mitigated
The Company and its operations
are subject to laws and regulations
enacted by national and local
governments and government
policy.
This risk remained at the same
level as the year ended 31 March
2022.
Any change in the
laws, regulations and/
or government policy
affecting the Company
and its operations may
have a material adverse
effect on the ability of the
Company to successfully
pursue its investment
policy and meet its
investment objective
and on the value of the
Company and the shares.
The Company focuses on niche real estate
sectors where it believes the regulatory
framework and underlying demand
dynamics to be robust.
The Investment Adviser has strong industry
contacts and has good knowledge on
policy opinion and direction.
The Board obtains regular updates
from professional advisers to monitor
developments in regulation and legislation.
Impact:
Very high
Probability:
Unlikely
3. Strategy and competitiveness risk Impact How managed/mitigated
As a result of competition from
other purchasers of social housing
properties, the Company’s ability
to deploy capital effectively within
a reasonable timeframe may be
restricted or the net initial yields at
which the Company can acquire
properties may decline such that
target returns cannot be met.
This risk remained at the same
level as the year ended 31 March
2022.
The rate of capital
deployment would drop,
decreasing returns to
shareholders.
The Company has strong links with vendors
and a robust pipeline of future acquisitions.
The Board regularly reviews the pipeline
of potential acquisitions and monitors the
market landscape.
The Board is aware of the current
competitive social housing market and
recognises the impact this may have on
the Company’s ability to deploy capital
effectively.
Impact:
High
Probability:
Unlikely
Principal Risks and Risk Management
Continued
32
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
4. Investment management risk Impact How managed/mitigated
Tenant defaulting under the terms
of a lease.
This risk remained at the same
level as the year ended 31 March
2022.
Loss of rental income in
the short term.
The portfolio is highly diversified to reduce
the impact of default. Extensive diligence is
undertaken on all assets, which is reviewed
and challenged by the Board.
The Investment Adviser works proactively
with Approved Providers to address any
potential concerns.
The Board is provided with regular updates
on the tenants with any concerns raised for
discussion.
The Board has noted that the Company’s
historic level of defaults has been
immaterial.
Impact:
Medium
Probability:
Likely
5. Investment management risk Impact How managed/mitigated
The value of the investments made
by the Company may change from
time to time according to a variety
of factors, including movements
in interest rates, inflation and
general market pricing of similar
investments.
This risk remained at the same
level as the year ended 31 March
2022.
The valuation of the
Company’s assets would
fall, decreasing the
NAV and yields of the
Company.
The Company invests in projects with
stable, predetermined, long-term leases in
place with CPI or CPI plus 1% indexation
and its strategy is not focused on sale of
properties.
The Board receives regular updates on
factors that might impact investment
valuations.
Impact:
High
Probability:
Possible
6. Investment management risk Impact How managed/mitigated
The current macroeconomic
environment has increased the
level of risk around the Company’s
financing arrangements regarding
borrowing terms and covenants.
This was identified as a new risk
during the year.
Less favourable borrowing
terms increase the
financing costs reducing
returns to shareholders.
The Investment Adviser, AIFM and
Depositary monitor covenants in place with
debt providers and present to the Board on
a quarterly basis.
The Investment Adviser leverages the
relationships it already has in the market
to form long term partnerships with debt
providers at rates it already has achieved
on similar projects within the same
macro market.
The Investment Adviser reports to the
Board on discussions with banks which will
highlight at the earliest opportunity if this
risk has increased.
Impact:
Medium
Probability:
Possible
7. Investment management risk Impact How managed/mitigated
Due diligence may not reveal all
facts and circumstances that may
be relevant in connection with an
investment and may not prevent
an acquisition being materially
overvalued or rental streams being
at risk.
This risk remained at the same
level as the year ended 31 March
2022.
The Company would
overpay for assets
impairing shareholder
value, reducing rental
income and therefore
returns.
The Company undertakes detailed due
diligence on the properties, their condition,
the proposed rental levels – benchmarking
against comparable schemes using both
external consultants where required and
its own proprietary database – and on the
Approved Providers and care providers
involved in each property to ensure that the
purchase price is robust.
The Board considers the due diligence
undertaken when approving acquisitions.
Impact:
High
Probability:
Unlikely
Principal Risks and Risk Management
Continued
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGROUP STRATEGIC REPORT
33
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
8. Investment management risk Impact How managed/mitigated
Loss of key staff at the Investment
Adviser.
This risk remained at the same
level as the year ended 31 March
2022.
Negative investor
sentiment leading to a
reduction in share price.
Reduction in ability to
source off market and
favourable deals.
The Board considers the risk of the
Investment Adviser losing key staff and the
succession plans the Investment Adviser
has in place.
The Board has noted the ongoing
expansion of the Investment Adviser’s
support team.
Impact:
High
Probability:
Unlikely
9. Strategy and competitiveness Impact How managed/mitigated
The Company fails to respond to
issues related to climate change,
either directly as enhancements
to properties or indirectly via its
climate change reporting.
This risk remained at the same
level as the year ended 31 March
2022.
Decrease in the value of
the Company’s assets and
a negative impact on the
Company’s share price.
Regular review and consideration by
the Board including the input of climate
change specialists at the Investment
Adviser.
Advice received from external professional
advisers.
Impact:
High
Probability:
Unlikely
10. Operational, including cyber crime Impact How managed/mitigated
Serious accident or poor
management amongst Approved
Providers due to staff shortages
and loss of competence.
This risk remained at the same
level as the year ended 31 March
2022.
Reputational damage for
the Company.
Reporting from Approved Providers and
monitoring of Approved Providers by the
Investment Adviser.
Impact:
High
Probability:
Unlikely
Principal Risks and Risk Management
Continued
Emerging risks
Emerging risks are considered during the regular
risk review, and would be specifically discussed and
evaluated as they arise during the year. Input from the
Investment Adviser on emerging risks is considered by
the Audit and Management Engagement Committee.
Key emerging risks identified and considered during the
year include:
●
Long-Term Climate Change – the impact of climate
change, over the longer-term on the business. The
Company is committed to understanding ESG risk,
including the particular impact of climate change
on the business. Climate change poses an indirect
risk to the Company’s operations, the environment
and society, and the Board is aware that appropriate
action is required to reduce its impact. The Board
uses the updates from the Investment Adviser as they
relate to the performance of the company and the
impact of long-term climate change to help manage/
mitigate this risk.
●
Cyber Security – the impact of a cyber security breach
within the Company or its service providers. The
Audit and Management Engagement Committee
reviews and monitors the cyber security controls of
the Company's service providers on a regular basis to
manage/mitigate this risk.
Please see the Company’s ESG Report on pages 37 to 46
for further details.
The Listing Rules require premium-listed commercial
companies to disclose in their annual report whether
they have reported on how climate change affects
their business in a manner consistent with the
recommendations of the Task Force on Climate-related
Financial Disclosures (‘TCFD’), and to provide an
explanation and other information if they are unable
to do so. In addition, the UK Government intends to
introduce mandatory climate-related disclosures to
supplement the requirements under the Listing Rules. The
Board has chosen not to adopt the requirements early
and expects these to be applicable to the Company in the
financial year 2024.
34
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Going Concern
The Board regularly reviews the position of the Company
and its ability to continue as a going concern at its
meetings. The financial statements set out the current
financial position of the Company.
As at 31 March 2023, the Company held cash balances of
£35.6 million (net of operating and financing amounts
due). The Board has evaluated the financial position
of the Company which has maintained its premium
investment grade rating from Fitch Ratings Ltd – a well
established rating agency with a strong familiarity with
the alternative healthcare real estate space, which gives
the Company confidence in the ability to raise future
debt and/or equity capital in order to fund the Company’s
investments for the long term and to facilitate the
payment of dividends to shareholders. Based on these,
the Board believes that the Company is in a position to
manage its financial risks.
Various forms of sensitivity analysis have been
performed, in particular the financial performance
of tenants and a reduction in passing rent. As at
31 March 2023, the passing rent would have to drop by
approximately 11% before any of the Company's interest
cover covenants are breached. The property values
would need to fall by around 13% before breaching the
loan to value covenant.
The Company’s performance in the event of severe
but plausible downside scenarios used for viability
are equally applicable for going concern. At the date
of approval of this report, the Company has sufficient
headroom within its financial loan covenants. The
Company also benefits from a secure income stream
from leases with long average unexpired term leases.
Leverage is prudently maintained at a level of less than
40% of Gross Asset Value.
The Company’s articles of association include a
requirement for the Board to propose an ordinary
resolution at the annual general meeting following the
fifth anniversary from the initial public offering of the
Company for the Company to continue in its current form
(the Continuation Resolution). On 15 September 2022, at
the Annual General Meeting, shareholders representing
298,478,435 voted in favour of the continuation of the
Company being 98.85% of those who voted.
On 9 May 2023 an announcement was made to the market
for an all-cash offer of the Company from Wellness Unity
Limited, a wholly owned indirect subsidiary of CK Asset
Holdings Limited (CKA). On 23 June 2023, when the offer
became unconditional, CKA subsequently became the
ultimate controlling party of the Company, and a related
party under IAS 24. The Group’s existing committed debt
facilities contain a standard change of control clause
which has now been triggered due to the offer becoming
unconditional. This could result in the existing committed
debt facilities being withdrawn. The Group does not have
visibility of the post completion funding for the Group at
this time. Therefore, this could create some uncertainty as
to the Group’s going concern position. The Directors note
the detailed intentions statement included within the
announcement on 9 May 2023 which states that CKA does
not envisage making any changes to the management
team nor any disruption to any counterparties or
to the underlying tenants. The conditions outlined
above indicate a material uncertainty which may cast
significant doubt upon the Group and the Company’s
ability to continue as a going concern. The financial
statements do not include the adjustments that would
result if the Group and the Company were unable to
continue as a going concern.
Having considered all of the above, the Board is of the
opinion that the going concern basis adopted in the
preparation of the consolidated financial statements
is appropriate.
Viability Statement
The Directors present the Company’s viability statement
which summarises the results of their assessment of
the Company’s current position, its principal risks and
prospects over a period to 31 March 2028.
The Company acquires high-quality property with a
particular focus on property providing care for the long
term. The properties acquired are on long-term full
repairing and insuring leases in a sector of the market
with very high levels of need. The cost base of the
Company is proportionately low compared to revenue
and there is a high level of certainty over cost to be
incurred. On this basis, the Company is expected to be
viable well beyond the five-year term considered in the
Company’s testing below.
The assumptions underpinning the forecast cashflows
and covenant compliance forecasts were sensitised
to explore the resilience of the Company to the
potential impact of the Company’s principal risks and
uncertainties.
Going Concern and Viability Statement
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATIONGROUP STRATEGIC REPORT
35
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
The prospects were assessed over a five-year period for
the following reasons:
i) the Company’s long-term forecast covers a five-year
period;
ii) the length of service level agreements between
Approved Providers and care providers is typically five
years; and
iii) the Company’s leases are typically 25 years on fully
repairi
ng and insuring leases, enabling reasonable
certainty of income over the next five years.
The Company’s five-year forecast incorporates
assumptions related to the Company’s investment
strategy and principal risks from which performance
results, cash flows and key performance indicators are
forecast. The principal risks are set out on pages 30 to 33.
Of these risks, those which are expected to have a higher
impact on the Company’s longer-term prospects are
those related to the current macroeconomic environment,
which has increased the level of risk around the
Company’s financing arrangements regarding borrowing
terms and covenants. The risk associated with a
disruption to share price due to negative sentiment in
the social housing sector being identified as having
the highest impact and likelihood. The Company has
considered its strategy over a longer term and, in light
of the inherent demand for the Company’s properties
and the vulnerable nature of the ultimate tenant, the
risk of change in future housing policy is considered
to be limited. The principal risks are mitigated by the
Company’s risk management and internal control
processes, which function on an ongoing basis.
The Board, via delegation to the Audit and Management
Engagement Committee, monitors the effectiveness of
the Company’s risk management and internal control
processes on an ongoing basis. The monitoring activities
are described in the Report of the Audit and Management
Engagement Committee on pages 60 to 62 and
include direct review and challenge of the Company’s
documented risks, risk ratings and controls, and review
of performance and compliance reports prepared by
the Company’s key suppliers and the independent
external auditors.
The Board of Directors has carried out a robust
assessment of the principal and emerging risks facing
the Company, including those that would threaten its
business model, future performance, solvency and
liquidity. Where appropriate, the Company’s forecasts are
subject to sensitivity analysis, which involves applying
severe (but plausible) conditions and flexing a number of
assumptions simultaneously.
The sensitivities performed were designed to provide
the Directors with an understanding of the Company’s
performance in the event of severe but plausible
downside scenarios, taking full account of mitigating
actions that could be taken to avoid or reduce the impact
or occurrence of the underlying risks outlined below:
●
10% of tenants defaulting under a lease. The outcome of
this scenario reduces profits on average over the five
year forecast by 18% per annum and reduces cash by
£20 million. However, the Board remains comfortable
that dividends could be paid and any liabilities could
be settled as there is still a sufficient level of cash in the
business. Therefore the business remains viable over
the five year period and
●
deterioration in economic outlook, or a change in
government housing policy which could impact the
fundamentals of the social housing sector, including
a negative impact on valuations and a 5% reduction
in annual rents. The outcome of the ‘severe downside
scenario’ was that the Company’s covenant headroom
on existing debt (the level at which the investment
property values would have to fall before a financial
breach occurs) reduces by 13%, prior to any mitigating
actions such as asset sales, which indicates that
covenants on existing facilities would not be breached.
The remaining principal risks and uncertainties, whilst
having an impact on the Company’s business, are
not considered by the Directors to have a reasonable
likelihood of impacting the Company’s viability over the
five-year period, therefore the scenarios outlined above
are the only ones that have been specifically tested.
Based on the results of their assessment, notwithstanding
the material uncertainty arising from the offer from CKA,
the Directors have a reasonable expectation that the
Company will be able to continue in operation and meet
its liabilities as they fall due over the five-year period of
their assessment.
Michael Wrobel
Chairman
28 June 2023
Going Concern and Viability Statement
Continued
36
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Environmental,
Social &
Governance
37 The Portfolio’s Carbon Footprint
38 Energy Performance/SAP Ratings
39 E.ON Partnership (Phase 2)
40 Social Impact
41 Social Impact – Charitable Partnerships
44 Governance – Frameworks
45 United Nations Sustainable Development Goals (“UN SDGs”) Alignment
46 Governance – Indices
GROUP STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
37
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Tonnes (TCO
2
) per Civitas Tenancy
Source: Civitas retained EPC data
March 2023
2.61
March 2022
2.65
The Portfolio’s Carbon Footprint
For the year ended 31 March 2023
Domestic/Homes
These refer to dwellings, whether a house or apartment,
where one heating system serves a single household.
For Civitas, these properties have specialist adaptations
and care provision but are still regarded as domestic
homes.
Domestic properties typically use less energy and have
lower carbon footprints than non-domestic/higher
acuity properties.
Non-domestic/higher acuity
These are larger properties which generally have
additional specialist/communal facilities with higher
energy use. This includes industrial kitchens, back
house facilities plus extensive rehabilitation services.
Source: Civitas retained EPC data
Civitas EPC Distribution (Domestic/Non-Domestic) – March 2023
Energy Performance Certificates (EPCs) are issued
following the energy survey of a property by an energy
assessor. EPCs illustrate the energy efficiency of properties
and give a property an energy rating from A (very
efficient) to G (inefficient). Each EPC is valid for 10 years and
includes a list of recommendations that provide guidance
on how the energy efficiency of the property could be
improved to reduce energy bills and carbon emissions.
All rental properties are legally required to have an EPC
in the UK and a good energy rating indicates that the
residents of the property will benefit from:
●
Lower energy bills – energy efficient properties will
result in comparably lower resident consumption and
therefore reduce energy bills
●
Lower carbon footprint – increasing the energy
efficiency of the properties will lower carbon emissions
●
Improve property value – improving the energy
rating will also likely enhance the value and ensure
consistently low void levels at the properties.
0.2
0.1
15.7
13.6
36.2
38.4
34.8
35.2
13.0
12.5
0.0
0.0
0.1
0.1
0510 15 20 25 30 35 40 45
G
F
E
D
C
B
A
Mar-21 Mar-22
Public
Other
Business
Residential
Energy Supply
Transport
97.2
79.0
67.7
59.4
15.0
7.7
Public 7.7
Other 15.0
Business 59.4
Residential 67.7
Energy Supply 79.0
Transport 97.2
Homes Higher-acuity
G 0.1 0.0
F 0.0 0.0
E 12.2 6.4
D 34.7 10.9
C 39.1 43.6
B 13.7 39.1
A 0.2 0.0
0.0%
0.0%
G
E
D
C
B
A
Non-domestic/Higher Acuity Domestic/Homes
10.9%
39.8%
0.8%
0.2%
11.7%
4.9%
43.1%
40.9%
11.4%
36.3%
38
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Energy Performance/SAP Ratings
Carbon Reduction – EPC/SAP Ratings
Civitas Portfolio (domestic and non-domestic) Energy Performance
Certificates (EPC) – March 2023
Civitas continues to improve the overall energy performance, with a
continued focus on properties with EPC ratings D and E, through active asset
management, including property improvement works, renovations and
scheduled post-completion works.
Comparable EPC/SAP Ratings
by tenure (%)
1
(domestic/homes only)
Energy Performance Certification Band
A/BA/B CC DD EE FF GG
Mean Mean
SAP SAP
RatingRating
Owner occupied 2.9 40.0 46.8 7.8 2.2 0.3 65.7
Private rented 3.0 41.5 41.7 8.8 3.7 1.2 64.9
Social rented 3.5 65.2 28.1 2.3 0.7 0.2 70.1
All tenures 3.0 44.5 42.7 7.1 2.2 0.5 66.3
Civitas domestic (March 2023) 11.0 40.9 36.4 11.7 0.0 0.0 67.1
Source: English Housing Survey (2021) Annex Table 2.8: Energy efficiency rating bands, by tenure, 2021 & Annex Table 2.7: Mean SAP rating, by tenure, 2021
EPC Distribution across the Portfolio at 31 March 2023
A 0.2
B 13.4
C 41.1
D 34.2
E 11.1
F 0.0
G 0.0
Civitas SSH properties tend to offer larger accommodation for tenants than conventional social housing or other private
dwellings. The properties are predominantly street properties built pre 1940 with solid walls.
As shown in the table below, the energy performance of the Civitas portfolio compares favourably against the
performance across all housing tenures as reported in the 2020/21 English Housing Survey (EHS). Civitas SSH properties
have a larger proportion of detached and semi-detached properties compared to social rented and private rented
dwellings.
GROUP STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
39
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
E.ON Partnership (Phase 2)
The collaboration with E.ON has been based on the
adoption of a "fabric first" approach to reducing the
portfolio’s carbon footprint. Detailed retrofit surveys
identify the potential to install cavity wall insulation, loft
insulation, external wall insulation, air source heat pumps
and solar PV and battery storage at targeted properties.
The installation of these energy efficient measures (where
considered viable), utilising available government grants
and other funding sources, maximises value for the
Company and for our counterparties. The environmental
enhancements are being delivered at no cost to our
Approved Providers.
Working with Approved Providers, the ongoing
Phase 2 retrofit surveys are being undertaken to refine the
implementation programme and identify the best method
for reducing the total carbon dioxide emissions (and
fuel costs) associated with individual properties over the
medium or long term. The overall energy performance of
the portfolio, as identified on Environmental Performance
Certificates (EPC) reports data, has improved over the last
12 months. The proportion of properties with EPC Rating
A-C is currently c.55% and the carbon footprint (estimated
from property characteristics) has reduced by 2% per Civitas
tenancy (from 2.65 tonnes of CO2/tenancy in March 2022 to
2.61 tonnes of CO2/tenancy).
Bracken Hill, Mirfield
A single storey cottage built during the late 1800s. Capital works were required to make some improvements to the
general appearance of the property and deliver energy improvements to create an uplift in the energy rating.
CSH initiated two professional surveys – the first to understand the requirements to undertake necessary repairs and
improve the asset condition – the second to understand the energy improvement options available. The works were
carefully planned and resulted in an overhaul of the asset with some of the works listed below:
●
New UPVC windows and front door installed
●
External wall insulation
●
Repairs to roof and loft space
●
Additional insulation into the loft space
●
Replacement modern kitchen
●
Decoration throughout including flooring upgrades
●
Installation of high heat retention storage heaters
●
Additional ventilation installed
The EPC rating has improved from a G to an E.
CSH is in the process of installing a dual tariff electricity meter which will continue to improve the EPC rating to D.
40
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Social Impact
Social Impact – Publication of The Good Economy Report – Published
November 2022
The Good Economy (TGE) – November 2022
TGE, independent social impact advisory firm, assessed Civitas’ performance against its stated
impact objective and the target outcomes to which the Company aims to contribute.
Impact Objective Outcomes
“The portfolio continues to
provide homes for people
with a range of support
needs, including learning
disabilities, physical
disabilities and mental
health diagnoses.”
Social Need
Provide housing
that meets an
identified social
need
Civitas have worked
with Approved
Providers, signing
off on adaptions to
ensure properties
continue to meet the
changing needs of
residents
87% of respondents
reported that they
were satisfied with
the quality of their
homes
53% of respondents
reported an
improvement in
their independence
between
their previous
accommodation and
their current home
£3.51 is created
in social value
for every £1
of annualised
investment
Supply
Increase the
supply of
social housing
across the UK
particularly
for vulnerable
people
Quality
Improve the
quality of social
housing
Wellbeing
Improve the
wellbeing of
residents
Value
Offer value for
money for the
public purse
“Civitas is systematically
improving the energy
efficiency of older stock
by running a retrofit
programme alongside
energy supplier E.ON.”
“Civitas has consistently
provided support for
charitable organisations
whose activities align with
the Fund’s core mission to
deliver positive outcomes
for individuals with
support needs.”
Contribute
Towards
40% of residents
living in Civitas
properties receive
over 50 hours of
care per week.
82% of residents
aged between
20 and 49
41% of properties
new to social
housing at the point
of acquisition
69% of properties
in the 40% most
deprived local
authorities
TGE considers that
Civitas has made a
meaningful contribution
to increasing supply
to meet the high
level of demand from
commissioners for
supported housing
across the country.
GROUP STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
41
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
The Choir with No Name
The results of an anonymous 2022/23 survey about the experience of choir members at choir
demonstrate the consistently positive impact and the value of CWNN work in improving the
lives of people impacted by homelessness:
• 89% reported a sense of belonging at choir
• 90% feel valued at choir and said choir improved their confidence
• 85% have made meaningful friendships at choir
• 84% said choir helps them feel less isolated
• 88% said choir helped them feel more optimistic about life
• 83% reported a greater sense of purpose and fulfilment as well as feeling motivated to try
new things
• 80% reported improved mental health
The House of St. Barnabas
The House of St. Barnabas is a social enterprise member’s club that helps London’s homeless
people back into work, through its Employment Academy.
Employment Preparation Programme:
• 100% of working graduates are satisfied with their job hours
• 95% are satisfied with their job security
• 52% are satisfied with their pay
• 95% have overall job satisfaction
• 97% say our mentors have had a positive impact on their quality of life
WISH
WISH is a membership-based network for women working across every discipline of UK housing,
with a focus on championing positive outcomes for women working in the sector. Civitas support
contributes to the championing of positive outcomes for women working in the sector.
Little Sprouts Health and Wellbeing Charity
Little Sprouts Health and Wellbeing Charity is dedicated to improving the health and wellbeing
of our community through cooking workshops, recipe bags, community food shops, “check
and chatter” programmes and surplus food collection and distribution. Civitas supports
Little Sprouts with the operational costs of the charity, particularly during COVID-19. The funds
were used to open a further community shop which uses food as an engagement tool to help
address physical, social, mental and financial issues.
The Care Workers’ Charity
The Care Workers’ Charity (CWC) exists to help care and support workers through crisis using
financial support and support centres. Civitas support funds training of mental health "first aiders"
to provide each CWC member company, with the training and tools to provide better mental
health support to the care workers.
The Company has supported and worked with the following charities since IPO:
Social Impact
Charitable Partnerships
42
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Charity Partners Case Studies
The Choir with No Name
The Choir with No Name (CWNN) has been running choirs
involving people impacted by homelessness since 2008,
growing from a first rehearsal in London with just five
people, to six thriving choir communities, singing with
over 700 people and performing for tens of thousands of
people across the UK every year. We currently have choirs
in London, Liverpool, Brighton, Birmingham, Cardiff and
Coventry, with plans to launch more choirs over the next
few years.
The Choir with No Name formula is simple, but it works:
weekly choir rehearsals all year round followed by a
hot meal together, and exciting, aspirational gigs for
everyone to work towards and look forward to. Our choirs
are supportive, safe spaces for people going through a
tough time, empowering them to feel more able to tackle
the challenges they face. We are currently evolving our
way of working into a more co-produced and culturally
democratic approach, with choir members getting more
involving in the design and delivery of their choirs, which
is a really exciting transformation for the organisation.
Creative programmes are extremely effective in achieving
positive outcomes for people impacted by homelessness.
They tackle inequality, increase social inclusion and
challenge prejudice. It can help people to progress
their wider interests, which is especially important in
reducing anxiety and loneliness that can often affect
people impacted by homelessness, even when they
move on to independent accommodation. We support
members to make friends, improve their wellbeing, build
confidence and skills, and positively impact their personal
circumstances outside of choir.
In our most recent 2023 member survey, 89% said they
felt a sense of belonging at choir, 90% said it helped
increase their confidence, 83% said being in choir gave
them an increased sense of purpose and fulfilment and
75% reported that their participation in choir has helped
them achieve at least one positive life change outside
choir, including securing housing, finding work or better
management of addictions. We are extremely proud of
these results.
We established our partnership with Civitas Social
Housing Plc in 2017 and have been extremely grateful
recipients of ongoing support for the costs of delivering
our weekly rehearsals and foot stomping gigs every year.
Thanks to Civitas, we can keep our doors open, the music
playing and our members singing; providing something
to look forward to every week and gigs to work towards; a
chance to socialise with their friends, eat a hot dinner, and
ultimately feel seen and heard.
A word from our choir members:
I’ve sung all my life so when I heard about the Choir
with No Name I thought it could be for me. I was
living at the Salvation Army at the time. The best thing
about choir is the confidence it gives me. I’ve broken a
25-year cycle with drugs – I don’t think I could've done
it without choir. When I talk to people who aren’t sure
if CWNN is for them I say, ‘Come along once, I’ll sit next
to you and if you don’t like it you don’t have to come
back’. I’ve encouraged a few people to join and so far,
they’ve all come back! I’m so happy to have found
CWNN. In my first rehearsal I was so nervous, but by
the second I was singing my heart out. It’s made such
a difference. I’m not existing anymore, I’m living, and
that’s huge.
When I first started singing with CWNN I was really
nervous just standing there in the group singing.
Then, by the Christmas concert, I was grabbing
the mic and singing solo! My confidence has really
improved. I think it's because you just feel like you're
in a really safe space and that people genuinely care
about you. It just feels very loving and authentic.
There's been so many unforgettable moments and
so many emotional moments. It’s amazing seeing
other people transform as well. I've made friends
and connections and, the big thing is, trust. It's been
a real big deal to me that people actually care. They
genuinely care and notice when you're missing. It
sounds a bit extreme, but people care if you're alive
and that you're alive and well. It's been consistent. It
doesn't stop.
Richard’s Story
Ruthie’s Story
GROUP STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
43
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Charity Partners Case Studies
House of St Barnabas
The House of St Barnabas is a social enterprise and charity
that works to support people affected by homelessness
back into long-term employment. Our vision is of a future
where lasting good work, a secure home and a supportive
network are a reality for those affected by homelessness.
Underpinned by our vibrant members’ club in Soho, our
Employment Academy provides on site employment
and skills training for people who have experienced
homelessness.
We work with around 100 people every year and 79% of
graduates report their quality of life has improved since
participating in the Employment Academy.
Our mentoring component is the key to our success
and, thanks to support from Civitas, we are closer to
succeeding in our mission of "Good Work, Good Home" for
all our graduates.
Mentoring at the House of St Barnabas is not traditional
in the way that professional mentoring requires a similar
set of knowledge and experiences. It is relationship-based
mentoring which is based around interpersonal skills
and communication. The purpose of the role is to work
together with Employment Academy staff to support
people into work and help them progress.
Our mentors have had a positive impact on quality-of-life
changes for 97% of respondents.
Jill and Ellen
Ellen began her journey as a mentor by participating
in our two-day training, which provides extensive
preparation for this very special role. She quickly followed
up by attending the mentoring "speed dating" event
where she met several recent graduates looking to be
paired with a mentor. However, she was contacted by
the Mentoring Team to ask if she would be interested in
mentoring someone she hadn’t had the chance to meet
because they couldn’t attend the "speed dating" event due
to childcare responsibilities.
This is how Ellen met Jill
Jill and her young daughter found themselves homeless
in 2021. Jill didn’t have a job and didn’t know what she
wanted to do either. Unsure of where to go or what to
do, she turned to a social worker for help, who arranged
temporary accommodation for Jill and her daughter.
Then Jill was put in touch with House of St Barnabas. After
graduating from the Employment Preparation Programme,
she had the opportunity to be paired with a mentor.
Ellen and Jill met for their first mentoring session at the
British Library. They quickly connected over the fact that
Jill had a five-year-old daughter and Ellen has experience
of bringing up young children in London. Ellen had lots
of suggestions for free activities for children. This built
Jill’s confidence to attend galleries and museums with her
daughter, which she had never done before.
As they developed their mentoring relationship, Ellen
also helped Jill to update her CV and cover letter. She
also encouraged Jill to sign up for free computer literacy
courses and provided support with Jill’s application for
a winter fuel allowance as well as making sure that she
received her Christmas benefit bonus.
Jill has since secured a job as barista at a Soho members'
club on a part-time basis so she can balance her childcare
responsibilities.
I didn’t know what to expect from the House of St
Barnabas. On the first day of the course, I thought it
wasn’t really for me. But after my first week, I loved it!
Everyone there understood what I was going through,
day by day I felt more confident and more comfortable
being there. It felt like being with family. You get
used to waking up and having no one to talk to, but
suddenly I had people to talk to! It gave me a reason
to get up in the morning. Being at the House was a
lifesaver for me, it’s definitely more than just a course.
Jill's Story
44
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Impact Management
Project
The Impact Management Project:
• Is a global forum for building
consensus on how to measure,
manage and report impact
• Is a practitioner community of
over 3,000 organisations and
investors
• Provides a set of norms
and a shared and holistic
understanding of impact
• Has five core dimensions of
impact: What? Who? How much?
Contribution and Risk.
The Operating
Principles for Impact
Management
The Operating Principles are a
framework for investors for the
design and implementation of their
impact management systems;
• Ensuring that impact
considerations are integrated
• throughout the investment
lifecycle
• Implemented through different
types of systems,
• each of which can be designed
to fit the needs of an individual
institution
• Do not prescribe specific tools
and approaches, or specific
impact measurement frameworks
• Industry participants are
expected to continue to
learn from each other as they
implement the Principles
United Nations
Sustainable
Development Goals
In 2015, UN countries adopted
the 2030 Agenda for Sustainable
Development and its 17
Sustainable Development Goals
("SDGs"):
• The SDGs call for worldwide
action among governments,
business and civil society to end
poverty
• Create a life of dignity and
opportunity for all, within the
boundaries of the planet
• Companies are encouraged to
select which goals are aligned
with their business activities
and report on how they are
working to achieve them.
Sector Specific
CSH is an early adopter of the Sustainability Reporting Standard for Social Housing ("the Standard"). The Standard,
developed through a collaboration between housing associations, banks, lenders and investors, has over 100
signed up early adopters and endorsers.
• Over 190 signed up adopters and 20 endorsers
• 12 themes and 48 criteria for ESG reporting by housing associations
• Qualitative and quantitative and are identified as core and enhanced requirements to demonstrate
strong ESG performance
• Will help the sector establish a credible, meaningful, and consistent approach to reporting its environmental,
social and governance (ESG) performance
• Aligned to international frameworks and standards including the United Nations Sustainable Development Goals
(UNSDGs), Global Reporting Initiative (GRI), SASB (Sustainability Accounting Standards Board), ICMA (International
Capital Market Association) and LMA (Loan Market Association) Principles.
In addition to the ESG indices, Civitas participates in the following frameworks
which don’t issue a grading.
Governance
Frameworks
GROUP STRATEGIC REPORT CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
45
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Impact Objectives UN SDGs
Acquire High-Quality Homes
Provide high-quality, energy efficient homes
incorporating adaptations for people with
lifelong care needs
Satisfy Social Need
Target properties which address the needs,
and improve health and wellbeing of
vulnerable individuals requiring a high level
of care
Local job creation during construction
Employment via Approved Providers/
refurbishments and care providers on
responsible employment terms, including
living wage
Offer local apprenticeships and contribute to
local community events
Provide Value for Money
Provide Value for Money for public care and
housing budgets by enabling vulnerable
individuals to move out to institutional and
residential settings
Increase Supply
Buy and convert existing and newly
completed properties from private to social
housing sector in perpetuity
Build Quality Partnerships
Ensure Approved Providers and Care
Providers have the capability and capacity
to deliver high-quality service and outcomes
for residents over the long term
Green lease terms to be agreed with the
counterparties
Adopt sustainability policy at governance level
United Nations Sustainable Development Goals
(“UN SDGs”) Alignment
Governance
Counterparty Governance
Monthly
CIM has continued to undertake monthly governance
and health and safety monitoring across the portfolio.
Approved Providers have demonstrated resilience
and continued high levels of compliance with health
& safety standards.
Seminars
CIM hosts quarterly Approved Provider seminars on a
regular basis. The next seminar is expected to be held
in Summer 2023.
CIM, the Company’s Investment Adviser, has engaged actively with its Approved Provider partners throughout the last
year, providing shared advice and learning through:
Weekly meetings with
key operational staff
Monthly compliance
monitoring
Monthly and quarterly
meetings to review
strategic priorities
and key performance
indicators
Regular seminars
This counterparty engagement has ensured that CIM is able to proactively work with its Approved Providers with any
matters arising to support a continued high level of operational performance. This support builds on our
long-term relationship with the senior management and helping to build resilience within the organisations.
46
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Governance
Indices
CIM’s implementation of the Board’s commitment to continuous improvement in its approach to ESG integration
remains core to the investment strategy. Over the last year, we have engaged with ESG Rating Agencies such
as GRESB (formerly Global Real Estate Sustainability Benchmark), MSCI (Morgan Stanley Capital International),
Sustainalytics, and EPRA sBPR.
GRESB is the leading sustainability benchmark
for the global real estate sector. Assessments take
place annually and are guided by factors that
investors and the industry consider to be material
issues in the sustainability performance of real
asset investments. The benchmark assessment
covers more than 850 property companies, REITs,
funds and developers.
• CSH retained its A score following
the GRESB Public Disclosure
Assessment 2022
• Peer Group Average score of B.
• CSH is up to 2
nd
position within its
Comparison Group (UK Residential).
MSCI ESG Ratings provide insight into ESG
risks and opportunities within multi-asset class
portfolios. MSCI rate 7,000 companies according
to their exposure to industry significant ESG risks
and their ability to manage those risks relative to
industry peers.
• CSH MSCI ESG rating of BB.
• CIM has made relevant policies
available to MSCI and other rating
agencies through hosting on
the CIM website on behalf of the
Company.
• This should be reflected in future
rating assessment.
Sustainalytics measure how well companies
proactively manage the environmental, social and
governance issues that are most material to their
business. It is based on a structured, objective and
transparent methodology. The ESG ratings provide
an assessment on companies’ ability to mitigate
risks and capitalise on opportunities.
• CSH has an ESG Risk Rating score
of 14.9 (Low Risk) on Sustainalytics.
EPRA BPR Guidelines focus on making the
financial statements of public real estate
companies clearer and more comparable
across Europe. This is designed to enhance the
transparency and coherence of the sector as a
whole and play an important role in attracting
global flows of capital into the European listed
property sector.
EPRA sBPR Guidelines provide a consistent way
of measuring sustainability performance. The EPRA
sBPR are raising the standards and consistency
of sustainability reporting for listed real estate
companies across Europe.
In recognition of property companies that have
successfully adopted EPRA’s BPR or sBPR Guidelines
and which have submitted an assessment of their
performance against the guidelines, EPRA holds
annual EPRA BPR and sBPR Awards. Based on the
assessment performed by EPRA’s independent
external partner, the surveyed companies are
awarded either a Gold, Silver, or Bronze Award.
• CSH received a Gold Award for
EPRA BPR reporting in 2022. This
is an improvement on the Silver
Award received in 2021.
• CSH submission for EPRA sBPR
assessment remains under
consideration
What is it? How is CSH rated?
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
FINANCIAL STATEMENTS ADDITIONAL INFORMATIONCORPORATE GOVERNANCE
47
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Corporate
Governance
48 Board of Directors
49 Report of the Directors
53 Corporate Governance Statement
60 Report of the Audit and Management
Engagement Committee
63 Report of the Nomination and Remuneration Committee
64 Directors’ Remuneration Report
68 Statement of Directors’ Responsibilities
69 Alternative Investment Fund Managers Directive
71 Independent Auditors’ Report
48
The Directors of the Company who were in office during the period and up to the
date of signing the financial statements were:
Michael Wrobel, Chairman
Michael has over 40 years’ experience in the investment
industry as a portfolio manager and of running institutional
businesses and retail businesses at Fidelity and Gartmore. He
serves as a trustee director of the BAT UK Pension Fund, the
Deutsche Bank UK pension schemes and as a trustee of the
Cooper Gay (Holdings) Limited Retirement Benefits Scheme.
Michael has previously served as a non-executive Director of
several investment trusts and a number of industry associations.
Michael has an M.A. in Economics from Cambridge University.
Michael was appointed to the Board on 24 October 2016 and has
served as Chairman since his appointment.
Caroline Gulliver, Director
Caroline is a chartered accountant with over 25 years’ experience at Ernst & Young LLP. During that time,
she specialised in the asset management sector and developed extensive experience of investment
trusts. She was a member of various technical committees of the Association of Investment Companies.
She is also a non-executive director and audit committee chair for JP Morgan Global Emerging Markets
Income Trust plc, International Biotechnology Trust plc and abrdn European Logistics Income plc.
Caroline was appointed to the Board on 24 October 2016 and has served as Audit and Management
Engagement Committee Chair since her appointment.
Board of Directors
Peter Baxter, Director
Peter has over 35 years’ experience in the investment management industry. He is a director of Snowball
Impact Management Ltd, a social impact investment organisation, and a trustee of Trust for London, a
charitable foundation. He is also a non-executive director of BlackRock Greater European Investment
Trust plc. Previously, he served as Chief Executive of Old Mutual Asset Managers (UK) Ltd, and has
worked for Schroders and Hill Samuel in a variety of investment roles. He holds an MBA from London
Business School and is an associate of the Society of Investment Professionals.
Peter was appointed to the Board on 24 October 2016 and is the Senior Independent Director and
Nomination and Remuneration Committee Chairman.
Alastair Moss, Director
Alastair is a property development lawyer with over 20 years’ experience and is a partner at Hill
Dickinson. He was a non-executive director of Notting Hill Genesis Trust. He is also a former Chairman
of the Investment Committee of the City of London Corporation, its Property Investment Board and its
Planning and Transportation Committee. He is a Trustee of Marshall’s Charity. He has also been a board
member of Soho Housing Association and was a member of the Area Board of CityWest Homes. He was
a Councillor at Westminster City Council for 12 years, including his tenure as Chairman of the Planning &
City Development Committee.
Alastair was appointed to the Board on 24 October 2016.
Alison Hadden, Director
Alison has over 30 years’ experience in the housing industry and has held a number of Executive
positions at several major housing associations, including CEO at Paradigm Housing. In these roles, she
has worked with many of the stakeholders in the industry, including the Regulator of Social Housing.
She is currently Vice Chair and a member of the Governance Committee of Peaks and Plains Housing
and Chair of Heyford Regeneration, a for-profit Housing Association operating in the Cherwell area.
Alison was appointed to the Board on 21 November 2019.
Male 60%
Female 40%
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
FINANCIAL STATEMENTS ADDITIONAL INFORMATIONCORPORATE GOVERNANCE
49
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
The Directors present their Report and the audited consolidated financial statements
for the year ended 31 March 2023.
Principal Activities
The Company is a closed-ended investment company
and is a REIT which was incorporated in England and
Wales on 29 September 2016. The Company is the holding
company of a number of subsidiaries and its Ordinary
shares were admitted to trading on the Main Market
of the London Stock Exchange on 18 November 2016.
The Company invests in properties or property-holding
SPVs, either directly or via a wholly-owned subsidiary,
in accordance with the Company’s investment objective
and policy.
Business Review
A review of the business and future developments is
contained in the Chairman’s Statement and Investment
Adviser’s Report. The principal risks and uncertainties are
detailed on pages 30 to 33. See note 33.0 for a summary of
the post balance sheet events.
Results and Dividends
The results for the year are shown on page 3.
The following dividends were paid on the Ordinary
shares during the year:
Fourth quarterly
dividend
1.3875p per share
paid on 28 June 2022
First quarterly
dividend
1.425p per share
paid on 9 September 2022
Second quarterly
dividend
1.425p per share
paid on 9 December 2022
Third quarterly
dividend
1.425p per share
paid on 10 March 2023
Since the year end, the Company has declared the
following dividend:
Fourth quarterly
dividend
1.425p per share
paid on 9 June 2023
No final dividend is being recommended on the Ordinary
shares.
Directors
The members of the Board are listed on page 48.
All Directors served throughout the period under review.
The Board consists solely of non-executive Directors,
each of whom is independent of the Investment Adviser.
The Company has no executive Directors or employees.
In accordance with Board policy, all Directors will retire
and, being eligible, will stand for re-election at the AGM.
Performance evaluation of the Board, its Committees and
individual Directors is carried out in accordance with the
procedure set out on pages 56 and 57.
No Director is under a contract of service with the
Company and no Director or any persons connected
with them had a material interest in the transactions
and arrangements of the Company. Details of Directors’
remuneration are set out in the Directors’ Remuneration
Report on pages 64 to 67.
The beneficial interests of the Directors in the securities
of the Company are set out in the Directors’ Remuneration
Report on page 67.
Through their Letters of Appointment, the Company
has provided indemnities to the Directors, to the extent
permitted by law and the Company’s Articles, in respect
of liabilities which may arise in connection with claims
relating to their performance or the performance of the
Company whilst they are Directors. There are no other
qualifying third-party indemnities in force.
The general powers of the Directors are contained
within the relevant UK legislation and the Company’s
Articles of Association. The Directors are entitled to
exercise all powers of the Company, subject to any
limitations imposed by the Articles of Association or
applicable legislation. As set out on page 50, the Articles
of Association may only be amended by way of a special
resolution of shareholders.
Report of the Directors
50
Capital Structure
Issue of Shares
At the AGM held on 15 September 2022, the Directors were
authorised to issue equity securities up to an aggregate
nominal amount of £610,736 (being approximately 10% of
the issued Ordinary share capital).
The Company was also authorised to disapply
pre-emption rights in respect of equity securities and
to issue equity securities for cash up to an aggregate
nominal amount equal to £610,736 (being approximately
10% of the issued Ordinary share capital).
Purchase of Own Shares
At the AGM held on 15 September 2022, the Directors were
granted the authority to buy back up to 91,549,383 Ordinary
shares, being 14.99% of the Ordinary shares in issue at the
time of the passing of the resolution.
During the year, the Board maintained the Company's
share buyback programme, under which a total of
6,050,000 shares have been purchased into treasury for an
aggregate amount of £4,624,947.50 (nominal value £60,500,
representing 0.97%) as at 31 March 2023.
The authority to buy back up to 91,549,383 shares will
expire at the conclusion of the next AGM of the Company
or on 30 September 2023, whichever is earlier, when
a resolution for its renewal will be proposed. Further
information will be contained in the Notice of AGM, which
will be circulated to shareholders in due course.
Current Share Capital
As at 31 March 2023, there were 622,461,380 Ordinary
shares in issue, of which 16,075,000 shares were held in
treasury, representing 2.6% of the Company's total issued
share capital. The total voting rights of the Company as at
31 March 2023 was 606,386,380.
Shareholder Rights
Ordinary Shares
Each Ordinary shareholder is entitled to one vote
on a show of hands and, on a poll, to one vote for
every Ordinary share held. The right to attend and
vote at general meetings of the Company may be
restricted where a shareholder has failed to provide
information pursuant to a notice served under section
793 of the Companies Act 2006. The Ordinary shares
carry the right to receive dividends declared by the
Company. Provided the Company has satisfied all of
its liabilities, during a winding-up of the Company,
the holders of Ordinary shares are entitled to all of the
surplus assets of the Company.
Transfers of Shares
There is no restriction on the transfer of the Company’s
shares other than transfers to more than four joint
transferees and transfers of shares which are not fully
paid up or where the transferor or any other person whom
the Company reasonably believes to be interested in the
transferor’s shares has been duly served with a notice
pursuant to section 793 of the Companies Act 2006.
There are no special rights with regard to control attached
to securities; no agreements between holders of securities
regarding their transfer known to the Company; and no
agreements which the Company is party to that might
affect its control following a successful takeover bid.
Articles of Association
The Company’s Articles of Association may only be
amended by a special resolution at a general meeting of
the shareholders.
As at the date of signing this Report, the total voting
rights of the Company was 606,386,380.
Management Arrangements
Investment Adviser
The Board has appointed the Investment Adviser, Civitas
Investment Management Limited, to provide investment
advice and to asset manage the property portfolio and the
associated day-to-day activities, including management
of tenanted properties and marketing activities. CIM is a
specialist investor in social housing property, with a focus
on specialist social housing, and has extensive experience
in social housing and real estate investment.
The duties of CIM include the sourcing of investment
opportunities that meet the investment criteria of the
Company, controlling the acquisition of approved
properties, asset management of all properties within
the portfolio, ongoing monitoring of the properties and
tenants, maintaining compliance with all relevant rules
and regulations, and providing marketing and investor
relations services to the Company.
Details of the fees payable to the Investment Adviser are
described in note 8.0 of the financial statements. The
basis for the calculation of the Investment Adviser’s fees is
based upon the IFRS NAV.
The agreement with CIM is terminable on not less than
12 months’ notice by either party, such notice not to expire
earlier than 30 May 2025.
The performance of the Investment Adviser has
been reviewed on an ongoing basis throughout the
period by the Board at its quarterly meetings. A formal
annual evaluation is also carried out by the Audit and
Management Engagement Committee.
The Board considers a number of factors including
investment performance, the quality and quantity of
investment opportunities presented, the skills and
experience of key staff and the capability and resources
of the Investment Adviser to deliver satisfactory
performance for the Company. The Board is satisfied with
the performance of the Investment Adviser and considers
its continued appointment to be in the best interests of the
Company and its shareholders.
The Board has noted the intention of Wellness Unity
Limited (a wholly owned subsidiary of CK Asset Holdings
Limited) to maintain Civitas Investment Management
Limited as Investment Adviser to the Company once the
Takeover is completed. On 23 June 2023, the Takeover Offer
became unconditional.
Report of the Directors
Continued
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
FINANCIAL STATEMENTS ADDITIONAL INFORMATIONCORPORATE GOVERNANCE
51
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
AIFM
G10 Capital Limited (“G10” or the “AIFM”) has been
appointed as the Company’s AIFM with effect from
24 August 2017. The AIFM currently receives a monthly
fee of 2.7 basis points of the Company's total NAV for its
services and the agreement is terminable on three months’
notice by either party.
Depositary
Indos Financial Limited was appointed as the Company’s
Depositary with effect from 1 June 2018. The Depositary
provides cash monitoring, safekeeping and asset
verification and oversight functions as prescribed by the
Alternative Investment Fund Managers Directive. The
Depositary receives an annual fee of £59,000, net of VAT,
plus 0.006% of the first £350 million of any new equity
capital raised per annum and 0.003% of further equity
raised per annum, subject to a maximum fee of £150,000
per annum. The agreement is terminable on six months’
notice by either party.
Administrator
The Company has appointed Link Alternative Fund
Administrators Limited (“Link”) as the Administrator
of the Company and its subsidiaries, with effect from
28 February 2018, to undertake the accountancy and other
administrative duties of the Company. Link is a specialist
administrator for investment funds, providing support
functions and expertise tailored for this industry.
The Administrator receives a fixed base fee for the
provision of its services to the Company as well as an
entitlement to additional variable fees for duties relating
to corporate activities. The agreement is terminable on at
least six months’ notice by either party.
The duties of the Administrator include the maintenance
of all Company and subsidiary books and records,
excluding those maintained by the Investment Adviser,
monitoring compliance with applicable relevant rules and
regulations and other administrative duties as required.
Company Secretary
Link Company Matters Limited was appointed as the
Company Secretary to the Company with effect from
28 March 2018. The Secretary receives a fixed fee for the
provision of its services to the Company. The agreement
was for an initial period of one year and thereafter
automatically renews for successive periods of 12 months,
unless terminated by either party on at least six months’
notice.
Review of Service Providers
The performance of the service providers is reviewed
on an ongoing basis throughout the period by the
Audit and Management Engagement Committee and
formally once a year. The Committee considers a number
of factors including performance of duties, the skills
and experience of key staff, and the capability and
resources of the service provider to deliver satisfactory
performance for the Company.
The Board is satisfied with the performance of the service
providers appointed by the Company and considers their
continued appointment to be in the best interests of the
Company and its shareholders.
Substantial Shareholdings
At 31 March 2023, the Company had been informed of
the following disclosable interests in the share capital of
the Company:
Number of
Ordinary
shares
Percentage of
Total Voting
Rights
Investec Wealth & Investment Limited 62,653,811 10.33
Skandinaviska Enskilda Banken AB
(publ)
60,661,367 10.00
Standard Life Aberdeen 30,492,544 5.03
Massachusetts Financial Services
Company
30,300,144 5.00
Tilney Smith & Williamson Limited 28,844,825 4.76
Legal & General Group Plc (Group) 18,233,740 3.01
BlackRock, Inc Below 5%
Continuation Vote
In accordance with its Articles, the Board proposed an
ordinary resolution that the Company should continue
in its current form to shareholders at the AGM held on
15 September 2022. As the resolution was approved by
shareholders, the Company will therefore continue its
business as presently constituted and will propose a
further continuation resolution at the AGM in 2027. The
Board is mindful that, as the Takeover Offer by Wellness
Unity Limited (a wholly owned indirect subsidiary of
CK Asset Holdings Limited) has on 23 June 2023 been
declared unconditional, the resolutions proposed and the
format of the Company's future AGMs may be impacted.
Listing Rule 9.8.4
The listing rule 9.8.4 outlines a series of requirements
for listed companies to disclose certain items. The
Directors confirm that the Company is required to make
a disclosure in respect of the diversity requirements
outlined in Listing Rule 9.8.6 (9). This disclosure can
be found on page 56. There are no further disclosures
required in relation to Listing Rule 9.8.4.
Financial Instruments
The Company utilises financial instruments in its
operations. The financial instruments of the Company at
31 March 2023 comprised trade receivables and payables,
other debtors, cash and cash equivalents, non-current
borrowings, current borrowings and derivatives.
Other than its fixed interest rate debt facilities, it is the
Directors’ opinion that the carrying value of all financial
instruments on the Consolidated Statement of Financial
Position is equal to their fair value.
For a more detailed analysis of the Company’s financial
risk management, please refer to note 31.0 of the
financial statements.
Report of the Directors
Continued
52
Greenhouse Gas Emissions
The Board has considered the requirements to disclose
the annual quantity of emissions in tonnes of carbon
dioxide equivalent for activities for which the Company
is responsible. The Board believes that the Company
has, from a formal reporting perspective, no reportable
emissions as this reporting falls under the lessees’
responsibility as part of the terms of their fully repairing
and insuring leases; emissions produced from either
the registered office of the Company or from the offices
of other service providers are deemed to fall under the
responsibility of other parties; and the Company has not
leased or owned any vehicles which fall inside the scope
of the GHG Protocol Corporate Standard. In relation to
the Streamlined Energy and Carbon Reporting (SECR),
implemented by The Companies (Directors’ Report) and
Limited Liability Partnerships (Energy and Carbon Report)
Regulations 2018, for the year ended 31 March 2023 the
Group is considered to be a low energy user.
Regardless of the obligations of other parties, the
Company takes the issue of environmental enhancement
and emissions seriously as part of its overall ESG strategy
and is evaluating the portfolio, working with housing
managers, to consider where it can bring about further
enhancements and improvements.
Further details can be found in the Environmental, Social
and Governance report on pages 37 to 46.
Political donations
No political donations were made by the Company or its
subsidiaries during the year or the prior year.
Charitable Donations
In addition to its direct investments, the Company plays
a broader part within the communities in which it
works. Whilst recognising the practical limitations that
all financial investors face, Civitas supports voluntary
organisations that are active within the broader housing
and homelessness environment. Civitas also intends, as
part of its broader financial and operational reporting, to
provide a commentary on the positive social change
and impact that results from the investments that have
been made.
The following charitable donations were paid during the
year:
Charity Donation
Choir with No Name £17,350
House of St Barnabas £30,728
WISH £6,690
The Care Workers' Charity £10,000
Total £64,768
Independent Auditors
In the case of each Director in office at the date the Report
of the Directors is approved:
●
so far as the Director is aware, there is no relevant
audit information of which the Group and Company’s
auditors are unaware; and
●
they have taken all the steps that they ought to have
taken as a Director in order to make themselves aware
of any relevant audit information and to establish that
the Group and Company’s auditors are aware of that
information.
PricewaterhouseCoopers LLP has expressed its willingness
to continue to act as auditors of the Company and a
resolution for its re-appointment will be proposed at the
2023 annual general meeting. The Board is mindful that,
should as takeover offer by Wellness Unity Limited (a
wholly owned indirect subsidiary of CK Asset Holdings
Limited) has on 23 June 2023 been declared unconditional,
the resolutions proposed and the format of the Company's
AGM may be impacted.
Takeover Offer Process
On 9 May 2023, the Company announced that the Board had
reached agreement with Wellness Unity Limited (a wholly
owned indirect subsidiary of CK Asset Holdings Limited)
(the "Offeror") on the terms of a recommended all-cash
offer for the entire issued share capital of the Company, to
be implemented by a Takeover Offer (the “Offer”).
Under the terms of the Offer, each shareholder will be
entitled to receive 80 pence in cash for each share held
in the Company. In addition, shareholders who were on
the register at the close of business on 19 May 2023 were
entitled to receive and retain the fourth quarter dividend
of 1.425 pence (in respect of the period 1 January 2023 to
31 March 2023).
Further on 22 May 2023, the Company issued a circular to
shareholders with respect to the recommended cash offer,
which set out, that for shareholders to accept the Offer a
Form of Acceptance must be received by the Receiving
Agent no later than 21 July 2023. Subsequent to this, the
date for shareholder Form of Acceptances to be received
by the Receiving Agent was brought forward to 23 June
2023. On 23 June 2023, the offeror announced that the offer
was declared unconditional.
The Board, which has been advised by the Company’s
Joint Brokers (Panmure Gordon and Liberum) as to the
financial terms of the Offer, considers the terms of the Offer
to be fair and reasonable.
The Offeror has indicated its intention (subject to the Offer
being declared unconditional with the Offeror obtaining
75 per cent or more of the voting rights of the Company);
to delist the Company from the London Stock Exchange
Main Market for listed securities and thereafter re-register
the Company as a private limited company as soon as
practicable following the cancellation of listing and
trading of the Company’s shares. This process will take
place following the release of the Annual Report.
Corporate Governance
The Corporate Governance Statement, the Report of the
Audit and Management Engagement Committee and the
Directors’ Remuneration Report form part of the Report of
the Directors.
Approval
The Report of the Directors has been approved by the Board.
By order of the Board
Link Company Matters Limited
Company Secretary
28 June 2023
Report of the Directors
Continued
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
FINANCIAL STATEMENTS ADDITIONAL INFORMATIONCORPORATE GOVERNANCE
53
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Background
The FCA Listing Rules and Disclosure Guidance and
Transparency Rules require listed companies to disclose
how they have applied the principles and complied
with the provisions of the corporate governance code
to which the issuer is subject. The provisions of the UK
Corporate Governance Code (“UK Code”), as issued by the
FRC in July 2018, are applicable to the year under review
and can be viewed at www.frc.org.uk.
The Board has considered the principles and
recommendations of the AIC Code of Corporate
Governance (“AIC Code”) as issued by the AIC in February
2019. The AIC Code addresses all the principles set out in
the UK Code, as well as setting out additional principles
and recommendations on issues that are of specific
relevance to the Company as an investment company.
The FRC has confirmed that AIC member companies
who report against the AIC Code will be meeting their
obligations in relation to the UK Code and the associated
disclosure requirements of the FCA. The AIC Code can be
viewed at www.theaic.co.uk.
The Board considers that reporting against the principles
and recommendations of the AIC Code provides
shareholders with full details about the Company’s
corporate governance compliance.
Statement of Compliance
Except as set out below, the Company has complied
with the provisions of the AIC Code throughout the year
ended 31 March 2023.
Provision 23: Directors are not appointed for a specified
term, as all Directors are non-executive and the Board
believes that a Director’s performance and their
continued contribution to the running of the Company
is of greater importance and relevance to shareholders
than the length of time for which they have served as a
Director of the Company. Each Director is subject to the
election and re-election provisions set out in the Articles
which provide that a Director appointed during the year
is required to retire and seek election by shareholders
at the next annual general meeting following their
appointment. Thereafter the Directors intend to offer
themselves for re-election annually and will aim to not be
on the Board for more than nine years.
The UK Code includes provisions relating to:
●
the role of the chief executive; and
●
executive directors’ remuneration.
The Board considers that these provisions are not relevant
to the position of the Company, being an externally
managed investment company. In particular, all of the
Company’s day-to-day management and administrative
functions are outsourced to third parties. As a result,
the Company has no executive Directors, employees
or internal operations. The Company has therefore not
reported further in respect of these provisions.
The Board
Under the leadership of the Chairman, the Board
is responsible for the effective stewardship of the
Company’s affairs, including corporate strategy,
corporate governance, risk assessment and overall
investment policy. The Directors have overall
responsibility for the review of investment activity and
performance, and the supervision of the Investment
Adviser which is responsible for the day-to-day asset
management of the Company’s portfolio.
The Board consists of five non-executive Directors. It
seeks to ensure that it has an appropriate balance of
skills and experience, and considers that, collectively, it
has substantial recent and relevant experience of public
company management, the UK real estate sector, social
housing and investment companies. All the Directors are
independent of the Investment Adviser and the AIFM.
The Board has adopted a schedule of matters reserved
for decision by the Board, including inter alia,
determining the Company’s investment objective and
policy, and gearing and dividend policies. This schedule
of matters reserved for the Board is available on the
Company’s website.
The Directors ensure that risks are effectively managed
through robust policies and procedures, supported by
the right values and culture. The Board’s primary focus
is the sustainable long-term success of the Group to
deliver value for shareholders, taking into account other
stakeholders.
Corporate Governance Statement
54
The Board is responsible for investment decisions, other
than to the extent delegated to the AIFM and/or the
Investment Adviser, and the appointment, supervision
and monitoring of the Company’s service providers,
including amongst others, the AIFM and the Investment
Adviser. The Board is responsible for the interim and
annual financial statements of the Company and, in
conjunction with the AIFM, also approves the periodic
calculation of the Net Asset Value.
The Chairman, Michael Wrobel, was independent of
the Investment Adviser at the time of his appointment
and is deemed by his fellow Directors to continue to be
independent in character and judgement and free of
any conflicting relationships. He leads the Board and
is responsible for its overall effectiveness in directing
the Company. In liaison with the Company Secretary, he
ensures that the Directors receive accurate, timely and
clear information. Mr Wrobel considers himself to have
sufficient time to commit to the Group’s affairs. He has no
significant commitments other than those disclosed in
his biography on page 48. The role and responsibilities of
the Chairman are clearly defined and set out in writing, a
copy of which is available on the Company’s website.
Peter Baxter is the Senior Independent Director of
the Company. He provides a sounding board for
the Chairman and serves as an intermediary for the
other Directors and shareholders. He also provides a
channel for any shareholder concerns regarding the
Chairman and takes the lead in the annual evaluation
of the Chairman by the other Directors. The role and
responsibilities of the Senior Independent Director are
clearly defined and set out in writing, a copy of which is
available on the Company’s website.
The Board has no set policy for the length of tenure of
Directors although it keeps in mind the recommendations
of the AIC Code during succession planning. It is the
Board’s policy for all Directors to stand for re-election
annually. Recommendations for election/re-election of
Directors are made on an individual basis following
rigorous review. Directors are appointed under letters of
appointment, copies of which are available for inspection
at the registered office of the Company and at the AGM.
Board Operation and Culture
The Board meets formally at least quarterly, but also
meets on an ad hoc basis for the purpose of considering
potential transactions and associated due diligence.
The Board will meet to consider and, if appropriate,
approve the acquisition of properties recommended
by the Investment Adviser. The Investment Adviser
prepares an Investment Proposal Paper (“IPP”) in respect
of the proposed acquisitions which includes details
of the transaction and due diligence reports. Upon
review of the IPP, the Board contemplates the structure
of the transaction, any risks attached to the proposed
transaction and how these would be mitigated/managed,
and the impact of the transaction on the value of the
Group’s property portfolio, following advice from
the valuers.
For the purpose of monitoring the portfolio, the Board
receives periodic reports from the AIFM and the
Investment Adviser, detailing the performance of the
Company. The Board delegates certain responsibilities
and functions to the Audit and Management Engagement
Committee, which has written terms of reference.
To assist the Board in the day-to-day operations of the
Company, arrangements have been put in place to
delegate authority for performing certain operations to
the AIFM, the Investment Adviser and other third-party
service providers, such as the Administrator and the
Company Secretary.
The Chairman demonstrates objective judgement,
promotes a culture of openness and debate, and
facilitates effective contributions by all Directors. The
Directors are required to act with integrity, lead by
example and promote this culture within the Company.
The Board seeks to ensure the alignment of the
Company’s purpose, values and strategy with the culture
of openness, debate and integrity through ongoing
dialogue, and engagement with the Investment Adviser
and the Company’s other service providers. The Board
and the Investment Adviser operate in a supportive,
co-operative and open environment.
The Board schedules yearly meetings with the board of
the Investment Adviser, one of the purposes of which is
to receive an insight into the culture of the Investment
Adviser.
Corporate Governance Statement
Continued
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
FINANCIAL STATEMENTS ADDITIONAL INFORMATIONCORPORATE GOVERNANCE
55
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
The culture of the Board is considered as part of
the annual performance evaluation process which
is undertaken by each Director. The culture of the
Company’s service providers is also considered by the
Audit and Management Engagement Committee during
the annual review of their performance and while
considering their continuing appointment.
The Company maintains Directors’ and Officers’ liability
insurance on behalf of the Directors at the expense of
the Company, which was in force during the year ended
31 March 2023 and remains in force as at the date of this
report. The Board has agreed arrangements whereby
Directors may take independent professional advice
in the furtherance of their duties. The Company has
also indemnified the Directors in accordance with the
provisions of the Articles of Association.
Independence of Directors
The independence of all Directors is reviewed as part of
the annual assessment of the Board.
The Board has determined that each Director remains
independent in character and judgement and is free of
any relationships or circumstances that threaten their
independence of the Company or its Investment Adviser.
In particular, none of the Directors have ever been
executives of the Company or the Investment Adviser,
have had a material direct or indirect relationship
with the Company or its stakeholders, have received
disproportionate fees, have close family relationships
with stakeholders or represent significant shareholders.
Board and Committee Meetings
A formal agenda is approved by the Chairman and
circulated by the Company Secretary in advance of
each meeting to the non-executive Directors and other
attendees. A typical agenda includes: an analysis of
portfolio performance and exposure; an update on
the investment pipeline; the Company’s financial
performance; updates on investor relations; statutory and
regulatory compliance; and any corporate governance
matters. Relevant papers on the items included on the
agenda are circulated in good time to the members of
the Board and its Committees, in advance of the meeting.
The Investment Adviser attends the Board meetings
together with representatives from the AIFM and
Company Secretary. Representatives of the Company’s
other advisers are also invited to attend Board and
Committee meetings from time to time.
The number of Board, Audit and Management
Engagement Committee and Nomination and
Remuneration Committee meetings held during the year
ended 31 March 2023 along with the attendance of the
Directors is set out below:
Quarterly Board
Meetings
Audit and
Management
Engagement
Committee
Nomination and
Remuneration
Committee
Number
entitled
to attend
Number
attended
Number
entitled
to attend
Number
attended
Number
entitled
to attend
Number
attended
Michael
Wrobel 4 4 3 3 1 1
Alastair
Moss 4 4 3 3 1 1
Alison
Hadden 4 4 3 3 1 1
Caroline
Gulliver 4 4 3 3 1 1
Peter
Baxter 4 4 3 3 1 1
The Board is scheduled to meet on a quarterly basis.
In addition to these meetings the Board also met on
three occasions to approve the NAV and dividend
declarations and on a further 11 occasions on an ad hoc
basis.
Committees
The Company operates through the Board and its two
Board committees, namely the Audit and Management
Engagement Committee and the Nomination and
Remuneration Committee (the “Committees”). The Board
evaluates the membership of the Committees on an
annual basis.
Audit and Management Engagement
Committee
The Audit and Management Engagement Committee
comprises all Directors. Caroline Gulliver, the Chair of
the Audit and Management Engagement Committee,
is a Chartered Accountant and is considered to have
recent and relevant financial experience. The Audit
and Management Engagement Committee as a whole
has competence relevant to the real estate investment
company sector.
The Chairman is a member of the Audit and Management
Engagement Committee, but does not chair it. His
membership of the Audit and Management Engagement
Committee is considered appropriate given the small
size of the Board and the Chairman’s knowledge of
the financial services industry. A copy of the terms of
reference of the Audit and Management Engagement
Committee is available from the Secretary and on the
Company’s website.
Corporate Governance Statement
Continued
56
The Committee meets at least three times a year and
reviews the scope and results of the external audit, its
cost effectiveness and the independence and objectivity
of the external auditors, including the provision of
non-audit services.
The Committee also reviews the terms of the AIFM
agreement and the Investment Adviser agreement, and
examines the effectiveness of the Company’s internal
control systems and the performance of the AIFM,
Investment Adviser, Administrator, Depositary, Company
Secretary and Registrar, and other service providers.
The Report of the Audit and Management Engagement
Committee is set out on pages 60 to 62.
Nomination and Remuneration
Committee
The Nomination and Remuneration Committee is
comprised of all Directors and the Chairman is the Senior
Independent Director, Peter Baxter. The Nomination
and Remuneration Committee meets as required for the
purpose of considering recruitment to and removals from
the Board; levels of remuneration paid to the Directors;
and review of the Directors’ Remuneration Report and
Remuneration Policy. A copy of the terms of reference
of the Remuneration and Nomination Committee is
available on the Company’s website and is available by
request from the Company Secretary.
Board Diversity
The Board acknowledges the FCA rules on diversity and
inclusion on company boards.
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, though 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 new 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 has discussed the new ethnic diversity
disclosures required, namely, that from accounting
periods starting on or after 1 April 2022:
a) at least 40% of individuals on the Board to be women;
b) at least one senior Board position to be held by a
woman; and
c) at least one individual on the Board to be from a
minority ethnic background.
In accordance with Listing Rule 9 Annex 2.1, the below
table, in prescribed format, show the gender of the
Directors at the year ended. The data below was
collected through self-reporting by the Directors.
Gender identity or sex
Number of
Board members
Percentage on
the Board (%)
Number of
senior positions
on the Board
Men 3 60 2
Women 2 40 –
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) 5 100 2
Mixed/Multiple Ethnic
Groups – – –
Asian/Asian British
Black/African/
Caribbean/Black
British – – –
Other ethnic group
including Arab – – –
Not specified/prefer
not to say – – –
The Board is mindful that, at present, it does not comply
with the new ethnic and gender representation in
senior position diversity requirements and, the Board,
via the Nomination and Remuneration Committee, is
taking appropriate steps to ensure that Board succession
planning takes these diversity requirements into
consideration.
Induction of New Directors
A procedure for the induction of new Directors has been
established, including the provision of an induction pack
containing relevant information about the Company,
its processes and procedures and meetings with the
Chairman and relevant persons at the Investment Adviser.
Performance Evaluation
For the year under review, the Board undertook
an internal performance evaluation by way of
questionnaires designed to assess the strengths and
independence of the Board and the Chairman, individual
Directors and the performance of the Board’s Committees.
The areas considered are:
●
the frequency and effectiveness of Board and
Committee meetings;
●
the size, composition and relevant experience of the
Board;
Corporate Governance Statement
Continued
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
FINANCIAL STATEMENTS ADDITIONAL INFORMATIONCORPORATE GOVERNANCE
57
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
●
the independence and performance of the Directors
and the Board; and
●
the training requirements of each Director.
The evaluation process is facilitated by the Company
Secretary under the Chairman's direction and structured
to provide Directors with an opportunity to express
their views in addition to answering specific questions.
Peter Baxter, as the Senior Independent Director, leads
the appraisal of the Chairman. The Board undertook an
external Board performance evaluation in 2021 and is
cognisant of their advantages. It will keep this option
under regular review.
The Company seeks to ensure that the Board has a
balance of skills and experience that are complementary
and enable the Board to operate efficiently.
All of the Directors have assessed their other ongoing
commitments and are satisfied that they can commit the
time necessary to execute their duties to the Company.
No significant issues were identified during the evaluation
process. The Nomination and Remuneration Committee
considers that all of the current Directors make an effective
contribution and have the requisite skills and experience
to continue to provide able leadership and direction for
the Company. It was agreed that all Directors should be
recommended for re-election at the next AGM. The Board
is mindful that, should as Takeover Offer by Wellness
Unity Limited (a wholly owned indirect subsidiary of CK
Asset Holdings Limited) has on 23 June 2023 been declared
unconditional, the resolutions proposed and the format of
the Company's AGM may be impacted.
The Board concluded that each Director brings considerable
expertise and experience to the Board and the Board
operates with good independent thought and challenge.
All Board members have assessed their ongoing
commitments and are satisfied that they can commit the
time necessary to execute their duties to the Company.
The Board also uses the performance evaluation as an
opportunity to review and discuss strategic issues for
the Company.
Conflicts of Interest
All Directors have a statutory responsibility to avoid
situations where a conflict of interest exists, or may
exist, between the Company and an entity that the
Director is either directly or indirectly involved with.
The Board has procedures in place to identify potential
conflicts and resolve any that should arise. In the case of
a conflict of interest, the nature and extent of the conflict
are assessed against the existing internal control structure,
and the results of this assessment and actions taken to
resolve the conflict are documented in the minutes of
the relevant Board meeting. No conflicts of interest arose
during the period.
Health and Safety
Health and safety is of prime importance to the
Company and is considered equally with all other
business management activities to ensure protection of
stakeholders, be they tenants, advisers, suppliers, visitors
or others. The Board regularly discusses health and safety
issues with the Investment Adviser.
The Company is committed to fostering the highest
standards in health and safety as it believes that all
unsafe acts and unsafe conditions are preventable. All
our stakeholders have a responsibility to support the aim
of ensuring a secure and safe environment, and all our
stakeholders are tasked with responsibility for achieving
this commitment.
Risk Management and Internal Control
The Directors are responsible for the systems of internal
control relating to the Company and its subsidiaries,
and the reliability of the financial reporting process and
for reviewing their effectiveness, ensuring that the risk
management and control processes are embedded in
day-to-day operations.
An ongoing formal process, in accordance with the
FRC Guidance on Risk Management, Internal Control
and Related Financial and Business Reporting, has been
established for identifying, evaluating and managing the
principal and other risks most likely to impact the Group.
This process, which is regularly reviewed, together with
key procedures established with a view to providing
effective financial control, has been in place throughout
the year ended 31 March 2023 and up to the date of this
Report.
The Audit and Management Engagement Committee has
in place a formal procedure for performing an ongoing
robust assessment of the Group’s risk management
and internal control systems. A risk matrix has been
established against which the risks identified and the
controls in place to mitigate those risks can be monitored.
The risks are assessed on the basis of the likelihood of
them happening, the impact on the business if they were
to occur and the effectiveness of the controls in place
to mitigate them. In arriving at its judgement of what
risks the Company faces, the Board has considered the
Company’s operations in the light of the following factors:
●
the nature and extent of risks which it regards as
acceptable for the Company to bear within its overall
business objective;
●
the threat of such risks becoming reality;
●
the Company’s ability to reduce the incidence and
impact of risk on its performance; and
●
the cost to the Company and benefits related to the
Company and third parties operating the relevant
controls.
Corporate Governance Statement
Continued
58
The risk matrix is reviewed twice a year by the
Committee and at other times as necessary. The principal
risks facing the Company are set out on pages 30 to 33 of
this Annual Report, together with the processes applied
to mitigate those risks.
On an annual basis, the Committee reviews the control
reports of its key service providers and the auditors note
any deficiencies in internal controls and processes that
have been identified during the course of the audit.
The Audit and Management Engagement Committee is
mindful of these key risks as well as considering evolving
and emerging risks such as the impact of the ongoing
Ukraine-Russia conflict, long-term climate change and
cyber security which have the potential to affect the Group.
The Committee ensures that the Board takes appropriate
advice and debates the issues facing the Group.
At each Board meeting, the Board receives reports from
the Investment Adviser, the Administrator, the AIFM and
the Broker in respect of compliance activities, Company
financial performance and financial position.
The controls, which are regularly reviewed, aim to
ensure that the assets of the Company are safeguarded,
proper accounting records are maintained, and the
financial information used within the business and for
publication is reliable. The risk management process
and Company systems of internal controls are designed
to manage rather than eliminate the risk of failure to
achieve the Company’s objectives and can only provide
reasonable, but not absolute, assurance against material
misstatement or loss.
The Directors have carried out a review of the effectiveness
of the Company’s risk management and internal control
systems as they have operated over the period and up to
the date of approval of the Annual Report. During the course
of the review, the Board has not identified nor been advised
of any failings or weaknesses which it has determined to be
significant.
The Directors have considered the appropriateness of
establishing an internal audit function and, having regard
to the structure and nature of the Company’s activities,
has concluded that the function is unnecessary. The Audit
and Management Engagement Committee will review
on an annual basis the need for this function and make
appropriate recommendations to the Board.
Financial Reporting
The Board operates the following key controls in relation
to financial reporting:
●
the Board and Committee members review quarterly
management reports and supporting documents that
are provided by the Investment Adviser;
●
the Board has procedures in place for the approval
of expenses and payments to third parties; and
●
the Committee members and Board review all
financial information and announcements prior
to publication.
Corporate Responsibility
The Company regards corporate responsibility as
integral to how it conducts its business. It is committed to
being a good corporate citizen and behaving responsibly
with a demonstrated transparency of approach.
To achieve this goal, the Company applies the following
principles to its operations:
Business Conduct
The Company’s investment decisions are made on the
basis of generating shareholder value and ensuring
the long-term success of the business. The selection of
suppliers will be made independently by the Company’s
Directors upon advice from the Investment Adviser
and in the best interests of the Company. The Board
will ensure that appropriate controls are in place to
guarantee independence from the supply chain.
All customers and suppliers will be treated fairly and
responsibly.
The Company will not provide financial support to
political parties or politicians.
The Company is resolutely opposed to bribery and
corruption. The Company will not use any illegal or
improper means to further its business interests, nor will
it accept any forms of inducements intended to influence
its investment decisions.
Governance
The Company will protect the interests of its shareholders
and other stakeholders through compliance with relevant
legal and regulatory environments, and through effective
management of business risk and opportunity.
The Board will ensure that its members are truly
independent, are competent and have the resources and
support required to perform their duties optimally, and
that the Board’s decisions are made in the best interests
of the Company and its shareholders. The performance
of the Board will be regularly reviewed, and Directors will
retire as and when deemed appropriate by the Board in
accordance with best practice.
Corporate Governance Statement
Continued
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
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ENVIRONMENTAL, SOCIAL
& GOVERNANCE
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CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Corporate Governance Statement
Continued
Socially Responsible Investment
The Board aims to be a socially responsible investor
and believes that it is important to invest in specialist
social housing properties in a responsible manner in
respect of environmental, ethical and social issues. The
Investment Adviser’s evaluation procedure and analysis
of the properties within the portfolio includes research
and appraisal of such matters, and takes into account
environmental and social policies and other business
issues.
Further details on the social impact of the Company’s
investments are included in the Social Impact report from
The Good Economy, a summary of which can be found
on page 40.
The Company recognises that environmental protection,
resource efficiency and sustainable development are
necessary to ensure that environmental damage is
limited and furthermore that, where relevant, positive
actions should be taken to improve the existing
environment for future generations.
Transparency
The Company aims to be transparent, and to ensure
that it communicates with its shareholders and
other stakeholders in a manner that enhances their
understanding of its business.
The Company maintains accounting documentation
that clearly identifies the true nature of all business
transactions, assets and liabilities, in line with the
relevant regulatory, accounting, and legal requirements.
No record or entry is knowingly false, distorted,
incomplete, or suppressed.
All reporting is materially accurate and complete and
in compliance in all material respects with stated
accounting policies and procedures. The Company does
not knowingly misstate or misrepresent management
information for any reason, and the Company expects the
same to apply to its suppliers.
The Company may be required to make statements
or provide reports to regulatory bodies, government
agencies or other government departments, as well as to
the media. The Company ensures that such statements or
reports are correct, timely, and not misleading, and that
they are delivered through the appropriate channels.
The Company provides, through its website, its Annual
Report and other statements, appropriate information
to enable shareholders and stakeholders to assess
the performance of its business. It complies with
the applicable laws and regulations concerning the
disclosure of information relating to the Company.
Communities
The Company aims to ensure that its properties which
are associated with the provision of health services
provide significant value-adding facilities in the
communities where it invests.
Relations with Stakeholders
Details regarding the Company’s engagement with its
stakeholders are set out within the Strategic Report on
pages 17 to 25.
Approval
The Corporate Governance Statement has been approved
by the Board.
By order of the Board
Link Company Matters Limited
Company Secretary
28 June 2023
60
Report of the Audit and Management Engagement Committee
Introduction
The Audit and Management Engagement Committee (the
“Committee”) oversees the financial reporting process for
the Company, with consideration of the internal controls
and risk management of the Company, and oversight of
the Company’s compliance with accounting standards
and regulatory requirements. It also oversees the
performance of the Investment Adviser and the Company’s
administrative and company secretarial support.
Composition and Role of the Audit and
Management Engagement Committee
The Committee is chaired by Caroline Gulliver and
comprises all the Directors. The Committee operates within
written terms of reference which are available on the
Company’s website as determined by the Board.
The principal functions of the Committee are to:
●
oversee the financial reporting process for the
Company and monitor the integrity of the financial
statements of the Company and the Group, including
their compliance with accounting standards and
regulatory requirements;
●
advise the Board, where requested, on whether the
Annual Report and financial statements, taken as a
whole, are fair, balanced and understandable and
provide the information necessary for shareholders
to assess the Company’s position and performance,
business model and strategy;
●
review and monitor the internal financial control and
risk management systems of the Company;
●
monitor and review annually whether an internal
audit function is required;
●
review the Investment Adviser’s whistleblowing
arrangements;
●
approve the appointment, re-appointment or
removal of the external auditors, and approve their
remuneration and terms of engagement;
●
manage the relationship between the Company
and the external auditors, including reviewing their
independence and objectivity and the effectiveness of
the audit process;
●
develop and implement a policy on the engagement
of the external auditors to supply non-audit services;
and
●
review and monitor the performance of, and
contractual arrangements with, the Investment
Adviser, the AIFM and other service providers.
It is within the Committee’s terms of reference for its
members to seek independent professional advice, at the
Company’s expense, as required in the furtherance of its
duties.
Meetings
The Committee meets three times a year; on two
occasions, part of the meeting is held with the external
auditors without the Investment Adviser present. The
Committee met three times in the financial year and the
meetings were attended by each member as set out on
page 55.
Performance Evaluation
The process for the evaluation of the performance of the
Committee is disclosed on pages 56 and 57.
Risk Management and Internal Control
The Company has an ongoing process for identifying,
evaluating and managing the principal and emerging risks
faced by the Group. Further details can be found on pages
57 and 58.
The principal risks and uncertainties identified from the risk
register and a description of the Group’s risk management
procedures can be found on pages 30 to 33.
Activities During the Year
The Committee considered the Annual Report, Half-Yearly
Report, any other formal financial performance
announcements and any other matters as specified
under the Committee’s terms of reference and reported to
the Board on how it discharged its responsibilities.
The Committee discussed and considered the external
audit performance, objectivity and independence, the
external auditors' re-appointment, accounting policies
and Alternative Performance Measures, significant
accounting judgements and estimates, the need for an
internal audit function and the risk register.
The Committee concluded that an internal audit
function would provide minimal additional comfort
at considerable extra cost to the Company. Internal
assurance is achieved by the existing system of
monitoring and reporting by third parties which the
Committee views as appropriate and adequate. The
external auditors are also provided with third party
internal controls reports and additional information,
as requested.
During the year, the Committee also conducted a
comprehensive review of the key agreements with
its service providers, and a detailed review of the
performance, composition, personnel, processes and
internal control systems of the AIFM, a review of all of
the Group’s other corporate advisers and key service
providers. The discussion included an assessment of
performance and suitability of the services provided
in the context of the fees paid to each provider, and a
review of the termination period of each agreement.
The Committee considered the terms of the Investment
Management Agreement, to ensure it continues to reflect
the commercial arrangements agreed between the
Company and the Investment Adviser and was satisfied
that this was the case.
The Committee discussed and considered the Takeover
Offer by Wellness Unity Limited (a wholly owned
subsidiary of CK Asset Holdings Limited), including the
work undertaken by the Company in relation to the offer,
its impact on the Company's risk profile and on going
concern.
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
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ENVIRONMENTAL, SOCIAL
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Significant Issues Considered by the
Committee
The Committee considered the key accounting estimates
and judgements underlying the preparation of the
financial statements focusing specifically on:
Valuation of Investment Property
The valuation of the property portfolio is crucial to the
statement of financial position and reported results.
After discussion with the Investment Adviser, the
Committee has determined that the key risks of
misstatement of the Company financial statements relate
to the valuation of investment property.
The valuations of the investment properties at the end
of the financial year were independently performed by
Jones Lang LaSalle Limited (“JLL”), whom the Committee
considers to have sufficient expertise, experience and
local and national knowledge of social housing and
supported housing to undertake the valuations.
JLL also conducts initial valuations of properties on
acquisition. The Directors have ensured that JLL has
appropriate procedures in place to ensure there are no
independence conflicts with the services provided to
the Company.
The Investment Adviser confirmed to the Committee that
the method of valuation has been applied consistently
during the year. It further confirmed that, during the
course of the period, JLL was regularly challenged by
the Investment Adviser on the assumptions used in the
valuation of the Company’s investment properties to
ensure robust and appropriate methods were being
applied. The Investment Adviser discusses these areas of
challenge with the Committee.
The auditors met separately with JLL and reported back
to the Committee on its challenge of the valuations
and assumptions. The auditors were satisfied that
the valuations had been prepared using appropriate
methods and assumptions, and had been prepared in
accordance with RICS Valuation – Professional Standards.
As explained in note 15.0 to the financial statements,
the approach adopted by the Company is to recognise
investment properties at fair value, with the fair value of
the property being based on valuations performed by JLL.
The revaluation of the investment properties gave rise to
a revaluation gain of £2,640,000 in the period.
Takeover Offer
The Committee considered the valuation work
undertaken by JLL (as instructed to act for the Company,
Panmure Gordon (UK) Limited and Liberum Capital
Limited) with respect to the Takeover Offer by Wellness
Unity Limited (a wholly owned indirect subsidiary of CK
Asset Holdings Limited). The valuation methodology used
by JLL was consistent with that used during the valuation
for the year ended 31 March 2023 and had the same
valuation date.
Maintenance of REIT Status
There are a number of conditions that a company (or
principal company of a group REIT) needs to satisfy in
order to become a REIT and remain within the regime.
The UK REIT regime affords the Group a beneficial tax
treatment for income and capital gains, provided certain
criteria are met. There is a risk that these REIT conditions
may not be met and additional tax becomes payable by
the Company. The Board regularly reviews the REIT tests
that are performed by the Administrator.
The Board is satisfied that the Company has maintained
its REIT status throughout the year.
Going Concern
The Committee considered the Company's Going
Concern and Viability Statement for the year ended
31 March 2023 in light of the Takeover Offer and its impact
on the Company's debt position. It agreed the wording
used in the Independent Auditors Report which makes
reference to the material uncertainty identified.
Misstatements
The Investment Adviser confirmed to the Committee that
it was not aware of any material misstatements made
intentionally to achieve a particular presentation.
Conclusion in Respect of the Annual
Report and Financial Statements
Having reviewed the presentations and reports from the
Investment Adviser, the Committee is satisfied that the
financial statements appropriately address the critical
judgements and key estimates, both in respect of the
amounts reported and the disclosures.
The Committee is also satisfied that the significant
assumptions used for determining the value of assets
and liabilities have been appropriately scrutinised and
challenged and are sufficiently robust. Accordingly, the
Committee has concluded that the Annual Report and
financial statements, taken as a whole, are fair, balanced
and understandable, and has recommended their
approval to the Board on that basis.
Auditors' Appointment and Tenure
As a result of the UK’s implementation of the EU’s
mandatory audit firm rotation requirements, the Company
is required to ensure that the external auditors' contract
is put out to tender at least every ten years, with the
proviso that no single firm may serve as the Company’s
external auditors for a period exceeding 20 years.
PricewaterhouseCoopers LLP was first appointed as the
Company’s auditors with effect from March 2017. It is
intended that the external audit will be put out to tender
no later than for the financial year commencing 1 April
2026, which is ten years after the Company’s initial listing.
Saira Choudhry is the audit partner allocated to the
Company by PricewaterhouseCoopers LLP. The audit of
the financial statements for the year ended 31 March 2023
is her second as senior statutory auditor of the Company.
Report of the Audit and Management Engagement Committee
Continued
62
Assessment of the Effectiveness
of the External Audit Process and
Auditors' Independence
As part of its annual review of the effectiveness of
the external audit process, the Committee obtained
assurance on the quality of the external audit from its
own evaluation, the audit feedback documentation and
from correspondence and discussions with the audit
partner, Investment Adviser and the Administrator.
The auditors demonstrated a good understanding
of the Group, and had identified and focused on the
areas of greatest financial reporting risk. Its reporting
to the Committee was clear, open and thorough. The
Committee has assessed the professional scepticism and
challenge of management judgement by the auditors
and is satisfied that the auditors have demonstrated
these. For example, the external auditors conducted a
review of the work conducted by JLL in evaluating the
investment property valuations in which the external
auditors showed appropriate professional scepticism
and challenge of judgement. The Committee assessed
the challenge provided by the external auditors via the
external auditors reports provided at the year end and
half year end meetings and questioned the external
auditors as appropriate. The Audit and Management
Engagement Committee Chairman also met with the
external auditors throughout the audit and half-yearly
review processes to ensure that the external auditors
were aligned with the Committee's expectations. The
Committee considered the advice included in the
FRC Practice Aid on Audit Quality when making this
judgement.
The FRC’s Audit Quality Inspections Report on the audits
carried out by PricewaterhouseCoopers LLP was also
considered by the Committee. On the basis of these
factors and assessments, the Committee has concluded
that the external audit process has been effective.
The Committee assessed the external auditors'
independence, qualifications, relevant experience,
and effectiveness of audit procedures. In advance of
each audit, the Committee obtains confirmation from
the external auditors that they remain independent
and that the level of non-audit fees are not an
independence threat.
Non-audit Services
The Committee has put into place a policy for the
provision of non-audit services to the Company by the
auditors which is in line with the recommendations set
out in the FRC's Guidance on Audit Committees (2016) and
the requirements of the FRC's Revised Ethical Standard
(2019). The general intention of the Committee is to avoid
the provision of non-audit services by the auditors, other
than the review of the half-yearly report, as these have
the potential to compromise the independence of the
auditors. The Committee acknowledges that in certain
situations it may be appropriate for the external auditors
to provide such services to the Company for a variety of
reasons including cost effectiveness, depth of knowledge
and the ongoing relationship between the Board and
the external auditors. All non-audit fees are approved by
the Committee in advance. Where non-audit fee levels
are considered significant, the Committee considers the
appropriateness of the independence safeguards put in
place by the auditors.
The total fees paid to PricewaterhouseCoopers LLP during
the period, net of VAT, totalled £441,000 (2022: £402,000) of
which £83,000 (2022: £44,000) was concerning non-audit
services for the review of the half-yearly report and
£nil (2022: £62,000 for non-audit services concerning a
planned Bond Issue which was postponed).
The auditors were selected for the non-audit services
relating to the postponed Bond Issue following careful
consideration by the Committee. The Committee
believed that the ability for the auditors to audit the
Company’s financial statements independently would
not be impacted by this work. It is standard practice for a
Company’s external auditors to undertake this task.
Note 9.0 to the consolidated financial statements
details all services provided and total fees paid to
PricewaterhouseCoopers LLP for the financial year
ended 31 March 2023. The Committee considers
PricewaterhouseCoopers LLP to be independent of the
Company.
Re-appointment of the Auditors
Taking into account the performance and effectiveness of
the auditors and the confirmation of their independence,
the Committee has recommended to the Board that a
resolution to re-appoint PricewaterhouseCoopers LLP as
the Company’s auditors be put to the shareholders at the
forthcoming AGM.
Caroline Gulliver
Chairman, Audit and Management Engagement
Committee
28 June 2023
Report of the Audit and Management Engagement Committee
Continued
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
FINANCIAL STATEMENTS ADDITIONAL INFORMATIONCORPORATE GOVERNANCE
63
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Introduction
The Nomination and Remuneration Committee presents the
Report for the year ended 31 March 2023.
Composition and Role of the Nomination
and Remuneration Committee
The Nomination and Remuneration Committee comprises
Peter Baxter, as Chairman, and the entire Board, all of
whom are non-executive Directors. Terms of Reference
have been established by the Board and are available on
the Company’s website.
The Nomination and Remuneration Committee’s principal
duties are as follows:
Nomination
●
to review the structure, size and composition of the
Board, including its skills, knowledge, experience and
diversity, including gender and ethnicity;
●
to consider the succession planning of Directors,
taking into account the challenges and opportunities
facing the Company and the skills and expertise
needed on the Board in the future;
●
to be responsible for identifying and nominating
candidates to fill Board vacancies as and when
they arise;
●
to review annually the time required from
non-executive Directors;
●
to review the results of the Board performance
evaluation as it relates to Board composition and
succession planning;
●
to review annually potential conflicts of interests of
Directors as disclosed to the Company and develop
appropriate processes for managing such conflicts; and
●
to receive and consider updates from the Investment
Adviser on its own succession planning activities.
Remuneration
●
to determine and agree with the Board, a formal
and transparent procedure for developing policy
on the remuneration of the Company’s Chair, Audit
and Management Engagement Committee Chair
and non-executive Directors;
●
to take into account all factors when considering
the Remuneration Policy which it deems necessary,
including relevant legal and regulatory requirements,
the provisions and recommendations of the AIC Code
of Corporate Governance and associated guidance;
●
to review the ongoing appropriateness and relevance
of the Remuneration Policy;
●
to obtain reliable, up-to-date information about
remuneration in other companies of comparable
scale and complexity and market practice generally;
●
to be responsible for establishing the selection
criteria, selecting, appointing and setting the terms
of reference for any remuneration consultants who
advise the Committee; and
●
to ensure that contractual terms on termination, and
any payments made, are fair to the individual, and the
Company, that failure is not rewarded and that the
duty to mitigate loss is fully recognised.
Activities During the Year
The Committee meets at least once per year. During the
year, the Committee has:
●
considered the Board’s remuneration in view of the
responsibilities and time commitments for overseeing
the affairs of the Company, in light of the Articles of
Association as well as the level of dividend paid to
shareholders during the year;
●
reviewed the Director’s skill matrix;
●
considered the Board’s current succession plan, and
agreed that it would be prudent for the Board to
phase the recruitment of additional Directors going
forward to allow progressive rotation of Directors and
facilitate effective succession planning;
●
appointed a Sub-Committee to be responsible for
conducting the recruitment process to identify a new
candidate for appointment to the Board;
●
engaged recruitment agency, Odgers Berndston, to
assist with the search for a candidate;
●
reviewed the results of the Board’s 2023 performance
evaluation process, the details of which can be found
on pages 56 and 57; and
●
satisfied itself that each non-executive Director
serving at the end of the year remains independent
and continues to have sufficient time to discharge
their responsibilities to the Company.
The Company is supportive of the new Listing Rules
being issued by the Financial Conduct Authority
on diversity and inclusion on company boards. The
Committee is considering a range of candidates from
diverse backgrounds. The Company’s diversity policy can
be found on page 56.
The Directors’ fees were considered by the Committee in
February 2023. During its consideration, the Committee
took into account the factors of clarity, simplicity, risk,
predictability, proportionality and alignment of Company
culture. It also obtained the most up-to-date industry
remuneration comparison to aid in its decision-making.
Please see the Directors’ Remuneration Report on pages 64
to 67 for details on Director remuneration.
Peter Baxter
Chairman, Nomination and Remuneration Committee
28 June 2023
Report of the Nomination and Remuneration Committee
64
Directors’ Remuneration Policy
Introduction
The Remuneration Policy of the Company is set by
the Board. A resolution to approve the Remuneration
Policy was passed at the AGM of the Company held
on 15 September 2022. The policy provisions set out
below will apply until the Remuneration Policy is
put to shareholders for approval at the AGM of the
Company in 2025. There are no changes proposed to
the Remuneration Policy. The Remuneration Policy is
binding and sets the parameters within which Directors’
remuneration may be set.
Policy
The Remuneration Policy of the Company is to pay its
non-executive Directors fees that are appropriate for
the role and the amount of time spent in discharging
their duties, that are broadly in line with those of
comparable real estate investment companies and that
are sufficient to attract and retain suitably qualified and
experienced individuals.
The fees paid will be reviewed on an annual basis and
may also be reviewed when new non-executive Directors
are recruited to the Board. The Directors of the Company
are entitled to such rates of annual fees as the Board
at its discretion shall from time to time determine. The
Chairman of the Board and the Audit and Management
Engagement Committee Chairman are entitled to receive
fees at a higher level than those of the other Directors,
reflecting their additional duties and responsibilities.
Annual fees are pro-rated where a change takes place
during the financial year.
In addition to the annual fee, under the Company’s
Articles of Association, if any Director is requested to
perform any special duties or services outside their
ordinary duties as a Director, they may be paid such
reasonable additional remuneration as the Board may
from time to time determine.
Directors’ Remuneration Components
Component Director
Rate at 1 April 2023
(and 1 April 2022) Purpose of Remuneration
Annual fee Chairman £53,000 Commitment as Chairman of a public
company
1
Annual fee Non-executive Directors £34,000 Commitment as non-executive Directors of
a public company
2
Additional fee Chair of the Audit and Management
Engagement Committee
£5,000 For additional responsibilities and time
commitment
3
Additional fee All Directors Discretionary For extra or special services performed in
their role as a Director
4
Expenses All Directors n/a Reimbursement of expenses incurred in the
performance of duties as a Director
5
1 The Company’s policy is for the Chairman of the Board to be paid a higher fee than the other Directors to reflect the more onerous role.
2 The Company’s Articles of Association limit the aggregate fees payable to the Board of Directors to £250,000 per annum.
3 The Company’s policy is for the Chair of the Audit and Management Engagement Committee to be paid a higher fee than the other Directors to reflect the more
onerous role.
4 This is a provision of the Company’s Articles. Additional fees would only be paid in exceptional circumstances in relation to the performance of extra or special
services.
5 Directors are entitled to claim expenses in respect of duties undertaken in connection with their role as a Director.
The Company has no employees. Accordingly, there are no differences in policy on the remuneration of Directors and the remuneration of employees.
No Director is entitled to receive any remuneration which is performance-related. As a result, there are no performance conditions in relation to any elements of the
Directors’ remuneration in existence to set out in this Remuneration Policy.
Directors’ and Officers’ liability insurance cover is
maintained by the Company on behalf of the Directors.
Directors are entitled to be paid all expenses properly
incurred in attending Board or shareholder meetings
or otherwise in or with a view to the performance of
their duties.
As all Directors are non-executive and there are no
employees, the Company does not operate any share
option or other long-term incentive schemes and the
Directors’ fees are not subject to any performance criteria.
No pension or other retirement benefit schemes are
operated by the Company for any of its Directors.
Directors' Remuneration Report
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
GROUP STRATEGIC REPORT
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65
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Service Contracts
No Director has a service contract with the Company. The
Directors are appointed under letters of appointment.
Their appointment and any subsequent termination or
retirement is subject to the Articles of Association. The
Directors’ letters of appointment provide that, upon the
termination of a Director’s appointment, that Director
must resign in writing and all records remain the
property of the Company. The Director’s appointment
can be terminated in accordance with the Articles of
Association and without compensation. There is no
notice period specified in the Articles of Association for
the removal of Directors and all Directors are subject to
annual re-election by shareholders.
Approach to Recruitment Remuneration
The remuneration package for any new Chairman or
non-executive Director will be the same as the prevailing
rates determined on the bases set out above. The Board
will not pay any introductory fee or incentive to any
person to encourage them to become a Director, but
may pay the fees of search and recruitment specialists
in connection with the appointment of any new
non-executive Director.
Views of Shareholders
Any views expressed by shareholders on the fees being
paid to Directors would be taken into consideration by
the Board when reviewing levels of remuneration.
Remuneration Report
The Board presents its Directors’ Remuneration Report
in respect of the year ended 31 March 2023. The Board
has prepared this report in accordance with the Large
and Medium-Sized Companies and Groups (Accounts
and Reports) (Amendment) Regulations 2013. An ordinary
resolution for the approval of the Directors’ Remuneration
Report will be put to shareholders at the forthcoming
AGM of the Company.
The law requires the Company’s auditors to audit certain
required disclosures. Where disclosures have been
audited, they are indicated as such. The auditors' opinion
is included in the auditors' report on pages 71 to 78.
Annual Statement from the Chairman
I am pleased to present the Directors’ Remuneration
Report for the year ended 31 March 2023.
During the year under review, the Board, via the
Nomination and Remuneration Committee, was
responsible for setting the Company’s Remuneration
Policy and Directors’ fees.
The report from Nomination and Remuneration
Committee can be found on page 63.
The Directors are remunerated for their services at such
rate as the Directors shall from time to time determine.
The Board has set three levels of fees: one for the
Chairman, one for other Directors, and an additional
fee that is paid to the Director who chairs the Audit
and Management Engagement Committee. Fees are
reviewed annually in accordance with the Remuneration
Policy. The fee for any new Director appointed will be
determined on the same basis.
Directors’ fees for the year ended 31 March 2023 were
at a level of £53,000 per annum for the Chairman and
£34,000 per annum for other non-executive Directors. The
Chairman of the Audit and Management Engagement
Committee received an additional fee of £5,000 per
annum.
There were no other payments for extra or special
services in the year ended 31 March 2023.
At the AGM held on 5 September 2019, shareholders
approved the amendment to the Company’s Articles of
Association which increased the maximum aggregate
annual remuneration payable to Directors from £200,000
to £250,000.
The Directors’ Remuneration Policy was approved
at the AGM held on 15 September 2022. There will be
no significant change in the way the Remuneration
Policy will be implemented in the course of the next
financial year.
The Directors’ Remuneration Policy will next be presented
to shareholders for approval at the Company’s AGM in
2025.
Directors' Remuneration Report
Continued
66
Directors’ Fees for the Period (audited)
The Directors who served during the year received the following emoluments:
Year ended 31 March 2023 Year ended 31 March 2022
Director Fees
Taxable
benefits Total
Change
to 2023 Fees
Taxable
benefits Total
Change
to 2022
Michael Wrobel (Chairman) £53,000 – £53,000 1.92% £52,000 – £52,000 4.00%
Alastair Moss £34,000 – £34,000 2.16% £33,280 – £33,280 4.00%
Alison Hadden £34,000 – £34,000 2.16% £33,280 – £33,280 4.00%
Caroline Gulliver £39,000 – £39,000 1.88% £38,280 – £38,280 6.33%
Peter Baxter £34,000 – £34,000 2.16% £33,280 – £33,280 4.00%
Total £194,000 – £194,000 £190,120 – £190,120
The amounts paid to the Directors were for services as
non-executive Directors. Taxable benefits included in the
above table are in respect of the amounts reimbursed to
Directors as travel and other expenses properly incurred
by them in the performance of their duties. There are no
variable elements in the remuneration payable to the
Directors.
Under the Company’s Articles of Association, the total
aggregate remuneration and benefits in kind of the
Directors of the Company is subject to a maximum of
£250,000 in any financial year. Any change to this would
require shareholder approval.
Loss of Office (audited)
The Directors do not have service contracts with the
Company but are engaged under letters of appointment
under which there is no entitlement to compensation for
loss of office. Directors are subject to annual re-election
by shareholders.
Company Performance
The following graph compares the performance for the
period from IPO on 18 November 2016 to 31 March 2023,
the total shareholder return of the Company’s Ordinary
shares relative to the FTSE All-Share Index and FTSE
Real Estate Index. Although the Company has no formal
benchmark, these indices have been selected as the
FTSE All-Share represents all companies of a similar
capital size, and the constituents of the FTSE 350 Real
Estate Index are UK-based real estate companies and are
therefore considered to represent the most appropriate
comparative.
50
70
Pence
90
110
130
150
170
Civitas
FTSE All-Share
FTSE 350 Real Estate Index
18 Nov
2016
31 Mar
2019
31 Mar
2020
31 Mar
2022
31 Mar
2021
31 Mar
2018
31 Mar
2017
31 Mar
2023
Total Shareholder Return (rebased)
Directors' Remuneration Report
Continued
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
FINANCIAL STATEMENTS ADDITIONAL INFORMATIONCORPORATE GOVERNANCE
67
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Relative Importance of Spend on Pay
The table below sets out, in respect of the year ended
31 March 2023:
a) the remuneration paid to the Directors; and
b) the distributions made to shareholders by way of
dividend.
Year ended
31 March 2023
£’000
Year ended
31 March 2022
£’000
Directors’ remuneration 194 190
Dividends paid to Ordinary
shareholders 34,459 34,093
Directors’ Interests (audited)
There is no requirement under the Company’s Articles
of Association or the terms of their appointment for
Directors to hold shares in the Company.
As at 31 March 2023, the Directors (including their
connected persons) had beneficial interests in the
following number of shares in the Company:
31 March 2023
Ordinary
shares
31 March 2022
Ordinary
shares
Michael Wrobel 200,000 120,598
Alastair Moss 11,766 11,766
Alison Hadden 31,937 –
Caroline Gulliver 58,832 58,832
Peter Baxter 82,065 82,065
There have been no changes to Directors’ share interests
between 31 March 2023 and the date of this Report. Each
Director has accepted the recommended all-cash offer
made by Wellness Unity Limited for the entire issued
share capital of the Company (the "Offer") in respect of
their own beneficial holdings.
None of the Directors or any persons connected
with them had a material interest in the Company’s
transactions, arrangements or agreements during
the year.
Voting at AGM
The Directors’ Remuneration Policy was approved at
the AGM held on 15 September 2022 and the Directors’
Remuneration Report for the year ended 31 March 2022
was approved at the AGM held on 15 September 2022. The
votes cast by proxy on these resolutions were:
Resolution
Votes for
1
% of votes
cast
Votes against
% of votes
cast
Votes
withheld
Total
votes cast
To approve
the Directors’
Remuneration
Report 99.65% 0.35% 266,554 296,369,243
To approve
the Directors’
Remuneration
Policy 99.63% 0.37% 283,007 296,369,243
1 Votes ‘for’ include discretionary proxy votes granted to the Chairman by
shareholders.
Consideration of Shareholder Views
The Company is committed to ongoing shareholder
dialogue and takes an active interest in voting outcomes.
Where there are substantial votes against resolutions
in relation to Directors’ remuneration, the Company will
seek the reasons for any such vote and will detail any
resulting actions in the Directors’ Remuneration Report.
Both the approval of the Directors' Remuneration Report
and the Directors' Remuneration Policy resolutions were
approved by shareholders at the AGM on 15 September
2022. The Board received no feedback from shareholders
on these resolutions.
Approval
The Directors’ Remuneration Report was approved by the
Board and signed on its behalf by:
Michael Wrobel
Chairman
28 June 2023
Directors' Remuneration Report
Continued
68
The Directors are responsible for preparing the Annual Report and the financial
statements in accordance with applicable law and regulation.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the
Directors have prepared the Group financial statements
in accordance with UK-adopted international accounting
standards and the Company financial statements in
accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting
Standards, comprising FRS 101 “Reduced Disclosure
Framework”, and applicable law).
Under Company law, Directors must not approve the
financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of
the Group and Company and of the profit or loss of
the Group for that period. In preparing the financial
statements, the Directors are required to:
●
select suitable accounting policies and then apply
them consistently;
●
state whether applicable UK-adopted international
accounting standards have been followed for the
Group financial statements and United Kingdom
Accounting Standards, comprising FRS 101 have been
followed for the Company financial statements, subject
to any material departures disclosed and explained in
the financial statements;
●
make judgements and accounting estimates that are
reasonable and prudent; and
●
prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Group and Company will continue in business.
The Directors are responsible for safeguarding the
assets of the Group and Company and hence for taking
reasonable steps for the prevention and detection of
fraud and other irregularities.
The Directors are also responsible for keeping adequate
accounting records that are sufficient to show and
explain the Group’s and Company’s transactions and
disclose with reasonable accuracy at any time the
financial position of the Group and Company and
enable them to ensure that the financial statements and
the Directors’ Remuneration Report comply with the
Companies Act 2006.
The Directors are responsible for the maintenance and
integrity of the Company’s financial statements published
on the ultimate parent Company’s website. Legislation
in the United Kingdom governing the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.
Directors’ Confirmations
The Directors consider that the Annual Report and
Accounts, taken as a whole, is fair, balanced and
understandable and provides the information necessary
for shareholders to assess the Group’s and Company’s
position and performance, business model and strategy.
Each of the Directors, whose names and functions are
listed in the Board of Directors, confirm that, to the best of
their knowledge:
●
the Group financial statements, which have been
prepared in accordance with UK-adopted international
accounting standards, give a true and fair view of the
assets, liabilities, financial position and profit of the
Group;
●
the Company financial statements, which have
been prepared in accordance with United Kingdom
Accounting Standards, comprising FRS 101, give a true
and fair view of the assets, liabilities and financial
position of the Company; and
●
the Group Strategic Report includes a fair review of the
development and performance of the business and the
position of the Group and Company, together with a
description of the principal risks and uncertainties that
it faces.
Approval
This Statement of Directors’ Responsibilities was
approved by the Board and signed on its behalf by:
Michael Wrobel
Chairman
28 June 2023
Statement of Directors’ Responsibilities
in respect of the financial statements
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
FINANCIAL STATEMENTS ADDITIONAL INFORMATIONCORPORATE GOVERNANCE
69
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
As the Company and the Alternative Investment Fund
Manager (the “AIFM”) are each domiciled in the United
Kingdom, the FCA Handbook rules require that, among
other things, the AIFM makes available the following
information to shareholders of the Company under the
AIFMD (as implemented in the UK) and to notify them of
any material change to information previously provided.
These disclosures can also be found on the Company’s
website: www.civitassocialhousing.com.
Investment Policy, Leverage and
Liquidity (AIFMD 23(1)(a)(b)(h))
The investment strategy and objectives of the Company,
the types of assets it may invest in and the investment
techniques it may employ, associated risks and any
investment restrictions are laid out in the investment
objectives and policy and other sections of the
Annual Report.
For information about the circumstances in which
the Company may use leverage, the types of sources
permitted and the associated risks and any restrictions
on the use of leverage and any collateral and asset
re-use arrangements, shareholders are directed to the
disclosures contained in the investment objectives and
policy section of these financial statements as well as
specific AIFMD related disclosures further below.
Under the FCA’s Listing Rules, to which the Company is
subject, it needs the prior approval of its shareholders to
make a material change to its investment policy.
Since the Company is closed-ended without redemption
rights, liquidity risk management is limited to the
liquidity required to meet the Company’s obligations in
relation to its financing arrangements. The AIFM utilises
various risk assessment methods to measure the risk of
portfolio illiquidity to meet the Company’s obligations.
This measurement enables the provision of management
information to the AIFM and the Board of the Company to
enable these risks to be monitored and managed.
Legal Relationship with Investors (AIFMD
23(1)(c))
The Company is a public limited company listed on the
London Stock Exchange. The Company is incorporated
under the laws of England and Wales. The constitutional
document of the Company is its articles of association
which may only be amended by way of a special
resolution of its shareholders. Upon the purchase
of shares, an investor becomes a shareholder of the
Company. A shareholder’s liability to the Company will
be limited to the amount uncalled on their shares.
As the Company is incorporated under the laws
of England and Wales, it may not be possible for a
shareholder located outside that jurisdiction to effect
service of process within the local jurisdiction in which
that shareholder resides upon the Company. All or
a substantial portion of the assets of the Company
may be located outside a local jurisdiction in which
a shareholder resides and, as a result, it may not be
possible to satisfy a judgement against the Company
in such local jurisdiction or to enforce a judgement
obtained in the local jurisdiction’s courts against
the Company.
AIFM and its Delegates (AIFMD 23(1)(d),
(e) and (f))
The AIFM (G10 Capital Limited) is a private limited
company with its registered office at 3 More London
Riverside, London SE1 2AQ. G10 Capital Limited is
authorised and regulated by the Financial Conduct
Authority (FRN 648953). It has been appointed by the
Company to manage the Company under an AIFM
Agreement with effect from 24 August 2017.
The AIFM is responsible for portfolio management
and risk management and monitoring of the assets of
the Company and has discretionary authority over the
acquisition and disposition of the Company’s assets,
with power to give guarantees and undertake other
transactions on behalf of the Company subject to the
provisions of the AIFM Agreement. The AIFM is also
responsible for ensuring compliance with the AIFMD.
The AIFM’s duties under the AIFM Agreement are owed
to the Company as a whole rather than directly to the
shareholders, whether individually or in groups. The
Board of the Company is responsible under the AIFM
Agreement for representing the Company in its dealings
with the AIFM.
In order to comply with its regulatory obligations, the
AIFM holds professional indemnity insurance.
Depositary and its Delegates (AIFMD 23(1)
(d) and (f))
Indos Financial Limited (the “Depositary”) has been
appointed as the Depositary of the Company under
a Depositary Agreement in accordance with AIFMD
requirements. The Depositary is a company incorporated
in England (registered number 08255973) whose
registered office is at 54 Fenchurch Street, London
EC3M 3JY. It is authorised to act as a Depositary by the
FCA (FRN 602528). The Depositary is responsible for
safekeeping of the Company’s investments, including
holding in custody those investments which are required
to be held in custody and verifying ownership and
keeping records of the Company’s other investments, and
for cash monitoring.
Alternative Investment Fund Managers Directive
70
The Depositary’s duties under the Depositary Agreement
are owed to the Company as a whole and not directly to
shareholders, whether individually or in groups.
The investments of the Company are not of a kind
required to be held in custody by the Depositary.
Independent Auditors (AIFMD 23(1)(d))
The independent auditors of the Company for the year
ended 31 March 2023 were PricewaterhouseCoopers LLP.
The auditors' duties, which are set out on pages 76 and
77, are owed to the Company as a whole. They have a
statutory responsibility to report to the members of the
Company as a whole in relation to the truth and fairness
of the Company’s state of affairs and profit or loss.
Valuation (AIFMD 23(1)(g))
The assets of the Company are valued in accordance
with the provisions set out in the Valuation Policy. The
Investment Committee which has been set up by the
AIFM in respect of the Company and its assets adds a
further level of oversight to the valuation process as set
out in the Corporate Governance section of the Annual
Report.
Fees and Expenses (AIFMD 23(1)(i))
The Company incurs costs in the form of depositary fees,
custodian fees, bank fees and charges, marketing fees,
auditors’ fees, lawyers’ fees, fund administration fees,
company secretarial fees and other fees.
Fair Treatment of Investors and
Preferential Treatment (AIFMD 23(1)(j))
No preferential rights have been granted to any
existing shareholder.
The Company and the AIFM are committed to ensuring
that all shareholders are treated fairly and in accordance
with UK company law. They have not and will not enter
into any arrangement with one shareholder which
could result in any overall material disadvantage to the
other shareholders.
Issue and Redemption of Shareholder
Interests in the Company (AIFMD 23(1)(l))
The Company is closed-ended and does not provide for
redemption or repurchase of the interests of ordinary
shareholders at their request.
Reporting and Performance (AIFMD 23(1)
(k), 23(1)(m) and 23(1)(n))
The historic performance of the Company, to the extent
available, has been disclosed to shareholders in the
Company’s Annual and Half Yearly Reports, which
will be sent to shareholders and are available from
http://civitassocialhousing.com/.
The latest NAV of the Company is published in the
latest Annual or Half Yearly Report or quarterly
NAV announcement.
Prime Broker (AIFMD 23(1)(o))
The Company does not have a prime broker.
Method of Making Ongoing/Periodic
Disclosures (AIFMD 23(1)(p),23(4),23(5))
Information about the Company’s risk profile and risk
management, total leverage and any material change to
the arrangements for managing the Company’s liquidity,
the proportion of assets (if any) subject to special
arrangements arising from liquidity, the maximum
permitted leverage or the grant of rights of re-use of
collateral or guarantees in relation to leverage will be
provided in the Company’s Annual Reports or on the
Company’s website http://civitassocialhousing.com/.
Risk Profile and Risk Management
(AIFMD 23(4)(c))
The appointment of the AIFM as the AIFM of the
Company under the AIFMD means that it is responsible
for risk management and the ongoing process of
identifying, evaluating, monitoring and managing
the risks facing the Company in accordance with the
requirements of the AIFMD. The Board keeps the AIFM’s
performance of these responsibilities under review as
part of its overall responsibility for the Company’s risk
management and internal controls.
The principal risks of the Company are set out in the risk
management section in the Annual Report. The AIFM’s
risk management system incorporates regular review
of these risks and the establishment of appropriate risk
limits and internal control processes to mitigate the
risks. The sensitivity of the Company to relevant risks is
further detailed in the risk management section in the
Annual Report.
Restrictions on the Use of Leverage and
Maximum Leverage (AIFMD 23(5))
As specified in the investment objectives and policy in
the Annual Report, the Company has the ability to put up
to a maximum leverage of 40% of the Company’s Gross
Asset Value and the AIFM oversees the use of leverage to
ensure that the use of borrowing is consistent with this
requirement. Leverage is calculated using gross assets,
with various adjustments, divided by net assets.
Under AIFMD, the Company is required to calculate
leverage under the two methodologies specified by
the Directive, the "Gross Method" and the "Commitment
Method", the difference being that the Commitment
Method allows certain exposures to be offset or netted.
Disclosures are made on the website of the Company.
Alternative Investment Fund Managers Directive
Continued
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
FINANCIAL STATEMENTS ADDITIONAL INFORMATIONCORPORATE GOVERNANCE
71
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Report of the Audit of the
Financial Statements
Opinion
In our opinion:
●
Civitas Social Housing PLC’s group financial statements
and company financial statements (the “financial
statements”) give a true and fair view of the state
of the group’s and of the company’s affairs as at
31 March 2023 and of the group’s profit and the group’s
cash flows for the year then ended;
●
the group financial statements have been properly
prepared in accordance with UK-adopted international
accounting standards as applied in accordance with
the provisions of the Companies Act 2006;
●
the company financial statements have been properly
prepared in accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom
Accounting Standards, including FRS 101 “Reduced
Disclosure Framework”, and applicable law); and
●
the financial statements have been prepared in
accordance with the requirements of the Companies
Act 2006.
We have audited the financial statements, included
within the Annual Report and Accounts (the “Annual
Report”), which comprise: the Consolidated and Company
Statements of Financial Position as at 31 March 2023;
the Consolidated Statement of Comprehensive Income,
the Consolidated Statement of Cash Flows, and the
Consolidated and Company Statements of Changes
in Equity for the year then ended; and the notes to the
financial statements, which include a description of the
significant accounting policies.
Our opinion is consistent with our reporting to the Audit
and Management Engagement Committee.
Basis for Opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (“ISAs (UK)”) and applicable
law. Our responsibilities under ISAs (UK) are further
described in the Auditors’ responsibilities for the audit of
the financial statements section of our report. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Independence
We remained independent of the group in accordance
with the ethical requirements that are relevant to our
audit of the financial statements in the UK, which includes
the FRC’s Ethical Standard, as applicable to listed public
interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare
that non-audit services prohibited by the FRC’s Ethical
Standard were not provided.
Other than those disclosed in note 9.0 to the Consolidated
financial statements, we have provided no non-audit
services to the company or its controlled undertakings in
the period under audit.
Material Uncertainty Related to
Going Concern
In forming our opinion on the financial statements,
which is not modified, we have considered the adequacy
of the disclosure made in note 2.2 to the Consolidated
financial statements and note 2.0 to the Company
financial statements concerning the group’s and the
company’s ability to continue as a going concern,
respectively. On 9 May 2023 the Board of Directors of
Civitas Social Housing PLC (“CSH" or "the group”) and the
Board of Directors of Wellness Unity Limited (an indirect
wholly-owned subsidiary of CK Asset Holdings Limited)
(collectively referred to as “CK”) announced that they
have reached agreement on the terms and conditions
of a recommended all cash offer for the group. On
23 June 2023, the offer became unconditional. The group’s
existing committed debt facilities contain a standard
change of control clause which, from that point forward,
could result in the existing committed debt facilities
being withdrawn. The Directors have not had detailed
visibility of CK’s post completion funding for the group
and company or the detailed plans behind the intentions
statements included within the announcement. These
conditions, along with the other matters explained in
note 2.2 to the Consolidated financial statements, indicate
the existence of a material uncertainty which may cast
significant doubt about the group’s and the company's
ability to continue as a going concern. The financial
statements do not include the adjustments that would
result if the group and the company were unable to
continue as a 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 the company’s ability to continue to adopt the going
concern basis of accounting included:
●
We obtained management's latest forecasts that
support the Board's assessment and conclusions with
respect to the going concern basis of preparation of
the financial statements.
●
We checked the mathematical accuracy of
management's forecasts.
●
We evaluated and challenged forecasts and sensitivity
analysis prepared by management to ensure they
are reflective of both the current environment and
considering the risk of a severe and prolonged
economic downturn. We have assessed the extent
and plausibility of these scenarios in light of current
circumstances. We evaluated the directors’ plans
for future actions in relation to their going concern
assessment, should these be required.
●
We agreed the inputs to these analyses to the audited
financial information or obtained corroborative
support for key assumptions as applicable.
Independent Auditors’ Report to the members of
Civitas Social Housing PLC
72
●
We have assessed the debt covenants as well as
management’s assessment of possible breach of
covenants agreeing the inputs to the audited results.
We have evaluated management’s stress tests on the
covenants.
●
We also considered whether Civitas’ debt financing
would impact the ability of the group and company to
continue as a going concern. Specifically we have had
consideration around any debt that is coming due in
the going concern period.
In relation to the directors’ reporting on how they have
applied the UK Corporate Governance Code, other than
the material uncertainty identified in note 2.2 to the
financial statements, 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, or in respect of the directors’
identification in the financial statements of any other
material uncertainties to the group's and the company’s
ability to continue to do so over a period of at least
twelve months from the date of approval of the financial
statements.
Our responsibilities and the responsibilities of the
directors with respect to going concern are described in
the relevant sections of this report.
Our audit approach
Overview
Audit scope
●
We tailored the scope of our audit to ensure that we
performed enough work to be able to give an opinion
on the financial statements as a whole, taking into
account the structure of the group and the company,
the accounting processes and controls, and the
industry in which they operate. The group consists of
a single reportable segment.
Key audit matters
●
Material uncertainty related to going concern
●
Valuation of investment property (group)
Materiality
●
Overall group materiality: £10.0 million
(2022: £10.4 million) based on 1% of total assets.
●
Overall company materiality: £8.2 million
(2022: £8.2 million) based on 1% of total assets.
●
Performance materiality: £7.5 million (2022: £7.8 million)
(group) and £6.2 million (2022: £6.2 million) (company).
●
Specific group materiality: £1.3m (2022: £1.5m) for
certain financial statement line items that impact
adjusted profit before tax (‘APBT’) - based on 5% of
APBT. APBT is equal to profit before tax adjusted for
the fair value movements in investment property and
fair value movements on interest rate derivatives.
The Scope of our Audit
As part of designing our audit, we determined materiality
and assessed the risks of material misstatement in the
financial statements.
Key Audit Matters
Key audit matters are those matters that, in the auditors’
professional judgement, were of most significance
in the audit of the financial statements of the current
period and include the most significant assessed risks
of material misstatement (whether or not due to fraud)
identified by the auditors, including those which had
the greatest effect on: the overall audit strategy; the
allocation of resources in the audit; and directing the
efforts of the engagement team. These matters, and any
comments we make on the results of our procedures
thereon, were addressed in the context of our audit
of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate
opinion on these matters.
In addition to going concern, described in the Material
uncertainty related to going concern section above, we
determined the matters described below to be the key
audit matters to be communicated in our report. This is
not a complete list of all risks identified by our audit.
Ability to continue as a going concern (Continuation
Resolution), which was a key audit matter last year, is no
longer included because the Continuation Resolution
vote was passed in September 2022. Otherwise, the key
audit matters below are consistent with last year.
Independent Auditors’ Report to the members of
Civitas Social Housing PLC
Continued
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
FINANCIAL STATEMENTS ADDITIONAL INFORMATIONCORPORATE GOVERNANCE
73
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Key Audit Matter How our Audit Addressed the Key Audit Matter
Valuation of Investment Property (Group)
Refer to the Report of the Audit and Management
Engagement Committee, note 3.1 to the Consolidated
financial statements, Significant estimate – valuation of
investment property and note 15.0 to the Consolidated
financial statements, Investment property.
Investment properties are held at a fair value of £953.4 million
as at 31 March 2023 in the Consolidated Statement of
Financial Position. The valuation of the group’s investment
property is the key component of the net asset value and
underpins the group’s result for the year. The result of the
revaluation this year was a gain of £2.6 million, which is
accounted for within ‘Change in fair value of investment
properties’ in the Consolidated Statement of Comprehensive
Income. The group’s investment property portfolio consists of
specialist social housing properties located in England and
Wales which are let to Approved Providers of social housing
on long-term leases.
Investment property valuations were carried out by a third
party valuer, Jones Lang LaSalle (‘JLL’ or the ‘Valuer’). The
Valuer was engaged by the Directors and performed their
work in accordance with the Royal Institute of Chartered
Surveyors (‘RICS’) RICS Valuation – Professional Standards and
the requirements of International Accounting Standard 40
‘Investment Property’.
In determining the value of a property, the Valuer has
taken into account property-specific information including
the lease term and rental income payable. They applied
assumptions to arrive at the discount rate which is another
key input to the valuation. This has reference to net initial
yield and CPI growth rate which are influenced by prevailing
market conditions and comparable transactions where
appropriate.
The valuation of the group’s investment property portfolio
was identified as a key audit matter given the valuation
is inherently subjective due to, among other factors, the
individual nature of each property, its location and the
expected future rental streams for that particular property.
The significance of the estimates and judgements involved,
coupled with the fact that only a small percentage difference
in individual property valuations, when aggregated, could
result in a material misstatement, warranted specific audit
focus in this area.
Given the inherent subjectivity involved in the valuation
of the property portfolio, and therefore the need for deep
market knowledge when determining the most appropriate
assumptions and the technicalities of valuation methodology,
we engaged our internal valuation experts (qualified
chartered surveyors) to assist us in our audit of this area.
Assessing the Valuers’ Expertise and Objectivity
We read the Valuer’s report and confirmed that the approach
used was consistent with the RICS guidelines. We assessed
the Valuer’s qualifications and expertise and read their terms
of engagement with the group, determining that there were
no matters that affected their independence and objectivity
or imposed scope limitations upon them. We also considered
fees and other contractual arrangements that might exist
between the group and the Valuer. We found no evidence to
suggest that the objectivity of the Valuer was compromised.
Assumptions and Estimates Used by the Valuer
In our testing, which involved the use of our internal real
estate valuation experts, we considered the assumptions
utilised by the Valuer within the valuation, including
understanding how these assumptions were developed.
We also performed benchmarking where observable
market evidence was available. We challenged the Valuer
regarding the impact of the regulatory environment on
investor sentiment and asset values. We attended meetings
with management and the Valuer, at which the valuation
methodology and the key assumptions were discussed.
We challenged their approach to the valuations, and the
rationale behind the more significant valuation assumptions
adopted. Where assumptions were outside the expected
range, we undertook further investigations, held further
discussions with the Valuer and obtained evidence to
support explanations received. We also challenged the
Valuers as to the extent they have taken into account the
impact of climate change and related ESG considerations
within the valuations. The responses provided by the
Valuer and supporting evidence, enabled us to consider
the property specific factors that may have had an impact
on value, including recent comparable transactions
where appropriate. We concluded that the assumptions
used by the Valuer were consistent with our expectations
and comparable benchmarking and market transaction
information for the asset type.
Data Used by the Valuer and Legal Title
We validated the data used by the Valuer and found that it
was consistent with the information we audited. This data
included inputs such as current rent, rent indexation (CPI or
CPI+1%) and lease term, which we have agreed on a sample
basis to executed lease agreements as part of our audit
work. We verified legal ownership of properties through
independent title deed confirmations on a sample basis.
We concluded that the assumptions used in the valuations
by the Valuers were supportable in light of the evidence
obtained and the disclosures within the Annual Report are
sufficient and appropriate. We have no issues to report in
respect of this work.
Independent Auditors’ Report to the members of
Civitas Social Housing PLC
Continued
74
How We Tailored the Audit Scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the
financial statements as a whole, taking into account the structure of the group and the company, the accounting
processes and controls, and the industry in which they operate.
The group’s properties are spread across 159 statutory entities with the group financial statements being a
consolidation of these entities. The group’s property portfolio represents a coherent and diversified portfolio with
similar economic characteristics and, as a result, the whole portfolio of properties represents a single operating
segment or component, and we have scoped our work accordingly. All work was carried out by the group audit team
with additional procedures performed on the consolidation to ensure sufficient coverage and appropriate audit
evidence for our opinion on the group financial statements as a whole.
The Impact of Climate Risk on our Audit
In planning our audit, we made enquiries with management to understand the extent of the potential impact
of climate change risk on the financial statements. Our evaluation of this conclusion included challenging key
judgements and estimates in areas where we considered that there was greatest potential for climate change
impact. We particularly considered how climate change risks would impact the assumptions made in the valuation
of investment properties as explained in our key audit matter above. We also considered the consistency of the
disclosures in relation to climate change made within the Annual Report, and the knowledge obtained from our audit.
Using our knowledge of the business, we evaluated management’s risk assessment and resulting disclosures where
significant.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for
materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the
nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and
in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Financial statements – group Financial statements – company
Overall
materiality
£10.0 million (2022: £10.4 million). £8.2 million (2022: £8.2 million).
How we
determined it
1% of total assets 1% of total assets
Rationale for
benchmark
applied
The key measure of the group’s performance is the
valuation of investment properties and the balance
sheet as a whole. Given this, we set an overall
group materiality level based on total assets.
The company’s main activity is the holding of
investments in subsidiaries. On this basis, we set
an overall company materiality level based on
total assets.
In addition to overall group materiality, a specific group materiality was also applied to certain financial statement
line items that impact Adjusted Profit Before Tax (‘APBT’), which is based on profit before tax, adjusted to exclude
fair value movements on investment property and derivatives. We set a specific overall materiality level of £1.3
million (2022: £1.5 million), equating to 5% of APBT. In arriving at this judgement, we considered the fact that APBT is
a secondary financial indicator of the group which is disclosed as EPRA Earnings in the Annual Report (refer to the
Group Strategic Report where the term is defined in full).
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of
uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality
in determining the scope of our audit and the nature and extent of our testing of account balances, classes of
transactions and disclosures, for example in determining sample sizes. Our performance materiality was 75%
(2022: 75%) of overall materiality, amounting to £7.5 million (2022: £7.8 million) for the group financial statements and
£6.2 million (2022: £6.2 million) for the company financial statements.
Independent Auditors’ Report to the members of
Civitas Social Housing PLC
Continued
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
FINANCIAL STATEMENTS ADDITIONAL INFORMATIONCORPORATE GOVERNANCE
75
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
In determining the performance materiality, we
considered a number of factors - the history of
misstatements, risk assessment and aggregation risk
and the effectiveness of controls - and concluded that
an amount at the upper end of our normal range was
appropriate.
We agreed with the Audit and Management Engagement
Committee that we would report to them misstatements
identified during our audit above £500,000 (for items
audited using overall materiality) and £64,100 (for items
audited using specific group materiality) (group audit)
(2022: £519,000 and £74,500) and £413,000 (company
audit) (2022: £411,000) as well as misstatements below
those amounts that, in our view, warranted reporting for
qualitative reasons.
Reporting on Other Information
The other information comprises all of the information
in the Annual Report other than the financial statements
and our auditors’ report thereon. The directors are
responsible for the other information. Our opinion on the
financial statements does not cover the other information
and, accordingly, we do not express an audit opinion or,
except to the extent otherwise explicitly stated in this
report, any form of assurance thereon.
In connection with our audit of the financial statements,
our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the financial statements
or our knowledge obtained in the audit, or otherwise
appears to be materially misstated. If we identify
an apparent material inconsistency or material
misstatement, we are required to perform procedures
to conclude whether there is a material misstatement
of the financial statements or a material misstatement
of the other information. If, based on the work we
have performed, we conclude that there is a material
misstatement of this other information, we are required
to report that fact. We have nothing to report based on
these responsibilities.
With respect to the Group Strategic Report and Report of
the Directors, we also considered whether the disclosures
required by the UK Companies Act 2006 have been
included.
Based on our work undertaken in the course of the audit,
the Companies Act 2006 requires us also to report certain
opinions and matters as described below.
Group Strategic report and Report of the Directors
In our opinion, based on the work undertaken in the
course of the audit, the information given in the Group
Strategic Report and Report of the Directors for the year
ended 31 March 2023 is consistent with the financial
statements and has been prepared in accordance with
applicable legal requirements.
In light of the knowledge and understanding of the
group and company and their environment obtained in
the course of the audit, we did not identify any material
misstatements in the Group Strategic Report and Report
of the Directors.
Directors' Remuneration
In our opinion, the part of the Directors’ Remuneration
Report to be audited has been properly prepared in
accordance with the Companies Act 2006.
Corporate Governance Statement
The Listing Rules require us to review the directors’
statements in relation to going concern, longer-term
viability and that part of the corporate governance
statement relating to the company’s compliance with
the provisions of the UK Corporate Governance Code
specified for our review. Our additional responsibilities
with respect to the corporate governance statement as
other information are described in the Reporting on other
information section of this report.
Independent Auditors’ Report to the members of
Civitas Social Housing PLC
Continued
76
Based on the work undertaken as part of our audit, we
have concluded that each of the following elements of the
corporate governance statement is materially consistent
with the financial statements and our knowledge obtained
during the audit, and, except for the matters reported
in the section headed ‘Material uncertainty related to
going concern’, we have nothing material to add or draw
attention to in relation to:
●
The directors’ confirmation that they have carried out
a robust assessment of the emerging and principal
risks;
●
The disclosures in the Annual Report that describe
those principal risks, what procedures are in place to
identify emerging risks and an explanation of how
these are being managed or mitigated;
●
The directors’ statement in the financial statements
about whether they considered it appropriate to
adopt the going concern basis of accounting in
preparing them, and their identification of any
material uncertainties to the group’s and company’s
ability to continue to do so over a period of at least
twelve months from the date of approval of the
financial statements;
●
The directors’ explanation as to their assessment of
the group's and company’s prospects, the period this
assessment covers and why the period is appropriate;
and
●
The directors’ statement as to whether they have a
reasonable expectation that the company will be able
to continue in operation and meet its liabilities as they
fall due over the period of its assessment, including
any related disclosures drawing attention to any
necessary qualifications or assumptions.
Our review of the directors’ statement regarding the
longer-term viability of the group and company was
substantially less in scope than an audit and only
consisted of making inquiries and considering the
directors’ process supporting their statement; checking
that the statement is in alignment with the relevant
provisions of the UK Corporate Governance Code;
and considering whether the statement is consistent
with the financial statements and our knowledge and
understanding of the group and company and their
environment obtained in the course of the audit.
In addition, based on the work undertaken as part of
our audit, we have concluded that each of the following
elements of the corporate governance statement is
materially consistent with the financial statements and
our knowledge obtained during the audit:
●
The directors’ statement that they consider the
Annual Report, taken as a whole, is fair, balanced
and understandable, and provides the information
necessary for the members to assess the group’s and
company's position, performance, business model and
strategy;
●
The section of the Annual Report that describes the
review of effectiveness of risk management and
internal control systems; and
●
The section of the Annual Report describing the
work of the Audit and Management Engagement
Committee.
We have nothing to report in respect of our responsibility
to report when the directors’ statement relating to the
company’s compliance with the Code does not properly
disclose a departure from a relevant provision of the
Code specified under the Listing Rules for review by the
auditors.
Responsibilities for the Financial
Statements and the Audit
Responsibilities of the Directors for the
Financial Statements
As explained more fully in the Statement of Directors'
Responsibilities, the directors are responsible for the
preparation of the financial statements in accordance
with the applicable framework and for being satisfied
that they give a true and fair view. The directors are also
responsible for such internal control as they determine
is necessary to enable the preparation of financial
statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the group’s and the company’s
ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and
using the going concern basis of accounting unless
the directors either intend to liquidate the group or the
company or to cease operations, or have no realistic
alternative but to do so.
Independent Auditors’ Report to the members of
Civitas Social Housing PLC
Continued
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
FINANCIAL STATEMENTS ADDITIONAL INFORMATIONCORPORATE GOVERNANCE
77
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Auditors’ Responsibilities for the Audit of the
Financial Statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error,
and to issue an auditors’ report that includes our opinion.
Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of
these financial statements.
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities,
including fraud, is detailed below.
Based on our understanding of the group and industry,
we identified that the principal risks of non-compliance
with laws and regulations related to compliance with
the Real Estate Investment Trust (REIT) status Part 12 of
the Corporation Tax Act 2010 and the UK regulatory
principles, such as those governed by the Financial
Conduct Authority, and we considered the extent to
which non-compliance might have a material effect on
the financial statements. We also considered those laws
and regulations that have a direct impact on the financial
statements such as the Companies Act 2006. We evaluated
management’s incentives and opportunities for fraudulent
manipulation of the financial statements (including the
risk of override of controls), and determined that the
principal risks were related to posting inappropriate
journal entries to increase revenue or reduce expenditure,
and management bias in accounting estimates and
judgmental areas of the financial statements such as the
valuation of investment properties. Audit procedures
performed by the engagement team included:
●
Discussions with management, including
consideration of known or suspected instances of
non-compliance with laws and regulations and fraud,
and review of the reports made by management;
●
Understanding of management’s internal controls
designed to prevent and detect irregularities;
●
Assessment of matters, if any, reported to the Audit
and Management Engagement Committee;
●
Reviewing relevant meeting minutes, including
those of the Board of Directors and the Audit and
Management Engagement Committee;
●
Review of tax compliance with the involvement of our
tax specialists in the audit;
●
Designing audit procedures to incorporate
unpredictability over the nature, timing and extent of
our testing of expenses;
●
Procedures relating to the valuation of investment
properties described in the related key audit matter
above; and
●
Identifying and testing journal entries, in particular
any journal entries posted with unusual account
combinations and words.
There are inherent limitations in the audit procedures
described above. We are less likely to become aware of
instances of non-compliance with laws and regulations
that are not closely related to events and transactions
reflected in the financial statements. Also, the risk of not
detecting a material misstatement due to fraud is higher
than the risk of not detecting one resulting from error,
as fraud may involve deliberate concealment by, for
example, forgery or intentional misrepresentations, or
through collusion.
Our audit testing might include testing complete
populations of certain transactions and balances,
possibly using data auditing techniques. However, it
typically involves selecting a limited number of items for
testing, rather than testing complete populations. We will
often seek to target particular items for testing based on
their size or risk characteristics. In other cases, we will
use audit sampling to enable us to draw a conclusion
about the population from which the sample is selected.
A further description of our responsibilities for the
audit of the financial statements is located on the FRC’s
website at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared
for and only for the company’s members as a body in
accordance with Chapter 3 of Part 16 of the Companies
Act 2006 and for no other purpose. We do not, in giving
these opinions, accept or assume responsibility for any
other purpose or to any other person to whom this report
is shown or into whose hands it may come save where
expressly agreed by our prior consent in writing.
Independent Auditors’ Report to the members of
Civitas Social Housing PLC
Continued
78
Other Required Reporting
Companies Act 2006 Exception Reporting
Under the Companies Act 2006 we are required to report
to you if, in our opinion:
●
we have not obtained all the information and
explanations we require for our audit; or
●
adequate accounting records have not been kept by
the company, or returns adequate for our audit have
not been received from branches not visited by us; or
●
certain disclosures of directors’ remuneration
specified by law are not made; or
●
the company financial statements and the part of
the Directors’ Remuneration Report to be audited are
not in agreement with the accounting records and
returns.
We have no exceptions to report arising from this
responsibility.
Appointment
Following the recommendation of the Audit and
Management Engagement Committee, we were
appointed by the members on 31 March 2017 to audit the
financial statements for the year ended 17 November 2016
and subsequent financial periods. The period of total
uninterrupted engagement is 7 years, covering the years
ended 17 November 2016 to 31 March 2023.
Other Matter
In due course, as required by the Financial Conduct
Authority Disclosure Guidance and Transparency Rule
4.1.14R, these financial statements will form part of the
ESEF-prepared annual financial report filed on the
National Storage Mechanism of the Financial Conduct
Authority in accordance with the ESEF Regulatory
Technical Standard (‘ESEF RTS’). This auditors’ report
provides no assurance over whether the annual financial
report will be prepared using the single electronic format
specified in the ESEF RTS.
Saira Choudhry (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
28 June 2023
Independent Auditors’ Report to the members of
Civitas Social Housing PLC
Continued
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
79
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Consolidated
and Company
Financial
Statements
80 Consolidated Statement of Comprehensive Income
81 Consolidated Statement of Financial Position
82 Consolidated Statement of Changes in Equity
83 Consolidated Statement of Cash Flows
84 Notes to the Consolidated Financial Statements
111 Company Statement of Financial Position
112 Company Statement of Changes in Equity
113 Notes to the Company Financial Statements
80
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Note
For the
year ended
31 March 2023
£’000
For the
year ended
31 March 2022
£’000
Revenue
Rental income 5.0 54,607 51,636
Less direct property expenses 5.0 (1,941) (978)
Net rental income 52,666 50,658
Directors’ remuneration 6.0 (211) (206)
Investment advisory fees 8.0 (6,217) (6,132)
General and administrative expenses 9.0 (5,393) (3,909)
Total expenses (11,821) (10,247)
Change in fair value of investment properties 15.0 2,640 12,269
Operating profit 43,485 52,680
Finance income 10.0 148 7
Finance expense 11.0 (15,335) (10,608)
Change in fair value of interest rate derivatives 21.0 (2,826) 2,675
Profit before tax 25,472 44,754
Taxation 12.0 – –
Profit and total comprehensive income for the year 25,472 44,754
Earnings per share – basic and diluted 13.0 4.19p 7.23p
All amounts reported in the Consolidated Statement of Comprehensive Income above arise from continuing operations.
The notes on pages 84 to 110 are an integral part of these consolidated financial statements.
Consolidated Statement of Comprehensive Income
For the year ended 31 March 2023
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
81
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Note
31 March 2023
£’000
31 March 2022
£’000
Assets
Non-current assets
Investment property 15.0 953,364 945,237
Other receivables 17.0 24,783 23,519
Interest rate derivatives 21.0 8,129 2,131
986,276 970,887
Current assets
Trade and other receivables 17.0 11,260 12,865
Cash and cash equivalents 18.0 35,588 53,337
46,848 66,202
Total assets 1,033,124 1,037,089
Liabilities
Current liabilities
Trade and other payables 19.0 (9,300) (9,492)
Non-current liabilities
Bank and loan borrowings 20.0 (361,915) (352,050)
Total liabilities (371,215) (361,542)
Total net assets 661,909 675,547
Equity
Share capital 22.0 6,225 6,225
Share premium reserve 23.0 292,626 292,626
Capital reduction reserve 24.0 317,714 322,365
Retained earnings 25.0 45,344 54,331
Total equity 661,909 675,547
Net assets per share – basic and diluted 26.0 109.16p 110.30p
These consolidated financial statements on pages 80 to 110 were approved by the Board of Directors of Civitas Social Housing
PLC and authorised for issue and signed on its behalf by:
Michael Wrobel
Chairman and Independent Non-Executive Director
28 June 2023
Company No: 10402528
The notes on pages 84 to 110 are an integral part of these consolidated financial statements.
Consolidated Statement of Financial Position
As at 31 March 2023
82
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Note
Share
capital
£’000
Share
premium
reserve
£’000
Capital
reduction
reserve
£’000
Retained
earnings
£’000
Total
equity
£’000
Balance at 1 April 2021 6,225 292,463 331,140 43,670 673,498
Profit and total comprehensive income for the year – – – 44,754 44,754
Shares reissued from treasury 23.0 – 163 484 – 647
Shares bought back into treasury 24.0 – – (9,259) – (9,259)
Dividends paid 14.0 – – – (34,093) (34,093)
Balance at 31 March 2022 6,225 292,626 322,365 54,331 675,547
Profit and total comprehensive income for the year – – – 25,472 25,472
Shares reissued from treasury 23.0 – – – – –
Shares bought back into treasury 24.0 – – (4,651) – (4,651)
Dividends paid 14.0 – – – (34,459) (34,459)
Balance at 31 March 2023 6,225 292,626 317,714 45,344 661,909
The notes on pages 84 to 110 are an integral part of these consolidated financial statements.
Consolidated Statement of Changes in Equity
For the year ended 31 March 2023
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
83
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Note
For the
year ended
31 March 2023
£’000
For the
year ended
31 March 2022
*Restated
£’000
Cash flows from operating activities
Profit for the year before taxation 25,472 44,754
– Change in fair value of investment properties (2,640) (12,269)
– Change in fair value of interest rate derivatives 2,826 (2,675)
– Rent and incentive straight line adjustments 436 397
– Bad debt expense/(credit) 5.0 429 (17)
Finance income (148) (7)
Finance expense 15,335 10,608
Increase in lease incentive receivable (1,700) (2,011)
Decrease/(increase) in trade and other receivables 1,044 (236)
(Decrease)/increase in trade and other payables (1,725) 551
Cash generated from operations 39,329 39,095
Interest received 148 7
Net cash flow generated from operating activities 39,477 39,102
Investing activities
Improvements and purchases of investment properties (4,679) (27,695)
Acquisition costs (211) (1,640)
Purchase of subsidiary – including property – (13,559)
Sale proceeds on sale of subsidiary – excluding property – 2,695
Net cash flow used in investing activities (4,890) (40,199)
Financing activities
Cost of shares bought into treasury 24.0 (4,651) (9,259)
Proceeds from shares reissued from treasury 24.0 – 919
Dividends paid to equity shareholders (34,576) (33,928)
Interest rate derivative premium paid 21.0 (8,841) –
Proceeds from the disposal of interest rate derivatives 21.0 17 –
Bank borrowings advanced 20.0 70,875 –
Bank borrowings repaid 20.0 (60,000) –
Bank borrowing issue costs paid (3,148) (1,805)
Interest and security fees paid on bank borrowings and derivatives (12,012) (8,590)
Net cash flow used in financing activities (52,336) (52,663)
Net decrease in cash and cash equivalents (17,749) (53,760)
Cash and cash equivalents at the start of the year 18.0 53,337 107,097
Cash and cash equivalents at the end of the year 18.0 35,588 53,337
* Cash and cash equivalents and monies held in restricted accounts and deposits have been restated as at 31 March 2022 following clarification by IFRIC on
classification of funds with externally imposed restrictions. Please refer to details in note 2.4.
The notes on pages 84 to 110 are an integral part of these consolidated financial statements.
Consolidated Statement of Cash Flows
For the year ended 31 March 2023
84
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
1.0 Corporate information
Civitas Social Housing PLC (the “Company”) was incorporated in England and Wales under the Companies Act 2006 as a public
company limited by shares on 29 September 2016 with company number 10402528 under the name Civitas REIT PLC, which was
subsequently changed to the existing name on 3 October 2016.
The address of the registered office is 6th Floor, 65 Gresham Street, London EC2V 7NQ. The Company is registered as an
investment company under section 833 of the Companies Act 2006 in England and Wales and is domiciled in the United Kingdom.
The Company did not begin trading until 18 November 2016 when the shares were admitted to trading on the London Stock
Exchange (“LSE”).
The Company’s Ordinary shares are admitted to the Official List of the Financial Conduct Authority (“FCA”) and traded on
the LSE.
The principal activity of the Company and its subsidiaries (the “Group”) is to provide shareholders with an attractive level of
income, together with the potential for capital growth from investing in a portfolio of social homes.
2.0 Basis of preparation
The financial statements have been prepared in accordance with UK-adopted international accounting standards and with
the requirements of the Companies Act 2006 as applicable to companies reporting under those standards.
The Group’s consolidated financial statements have been prepared on a historical cost basis, as modified for the Group’s
investment properties and derivative financial instruments at fair value through profit or loss.
2.1 Functional and presentation currency
The financial information is presented in Pounds Sterling which is also the functional currency of the Group, and all values are
rounded to the nearest thousand pounds (£’000s), except where otherwise indicated.
2.2 Going concern
The Group benefits from a secure income stream from long leases with the Approved Providers. The Group’s cash balances as
at 31 March 2023 were £35,588,000, of which £2,949,000 was held as restricted cash. Details of this can be found in note 18.0.
The Company and its Investment Adviser, Civitas Investment Management Limited (“CIM”) continue to work closely with the
Company’s major counterparties to monitor the position on the ground and, should it be needed, to offer assistance and
guidance where possible. The Board of Directors believes that the Company operates a robust and defensive business model
and that social housing and specialist healthcare are proving to be some of the more resilient sectors within the market, given
that they are based on non-discretionary public sector expenditure and that demand exceeds supply.
On 17 November 2022, an extension was granted for the facility with HSBC Bank plc, which now expires on 28 November 2025.
On 13 February 2023, the Company closed a new five year term debt facility of £70,875,000 with Deutsche Bank AG. The facility
has been deployed to redeem the Company's revolving credit facility with Lloyds Bank plc of £60,000,000 as well as providing
additional liquidity. As a result, now all debt facilities have fixed or capped rates.
On 1 December 2022, the Company signed a facility with an institutional lender. Subsequent to this, on 21 June 2023, the
Company received credit approved terms for an additional £61.0 million fixed facility based on a 3-year SONIA rate at the
date of draw down +195bps margin with a maturity date of 3 August 2026. The eventual drawdown on the facility is subject to
certain standard closing conditions.
Cash flow forecasts based on severe but plausible downside scenarios have been run, in particular the financial performance
of tenants and a reduction in contracted rent. As at 31 March 2023, the rent would have to drop by approximately 10% before
any of its loan covenants are breached. At the date of approval of this report, the Company has sufficient headroom within its
financial loan covenants. The Company also benefits from a secure income stream from leases with long weighted average
unexpired term leases. As a result, the Directors believe that the Group is well placed to manage its financing and other
business risks and that the Group will remain viable, continuing to operate and meet its liabilities as they fall due.
The Company’s articles of association include a requirement for the Board to propose an ordinary resolution at the annual
general meeting following the fifth anniversary from the initial public offering of the Company for the Company to continue
in its current form (the Continuation Resolution). This vote was passed in September 2022 so the Company will continue its
business as presently constituted and will propose the same resolution at the AGM in September 2027 and every fifth annual
general meeting thereafter.
Notes to the Consolidated Financial Statements
For the year ended 31 March 2023
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
85
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REPORT AND ACCOUNTS 2023
On 9 May 2023, an announcement was made to the market for an all-cash offer of Civitas Social Housing PLC (CSH) from
Wellness Unity Limited, a wholly owned indirect subsidiary of CK Assets Holdings Limited (CKA). The offer became
unconditional on 23 June 2023. The Group's existing committed debt facilities contain a standard change of control clause
which has now been triggered due to the offer becoming unconditional. This could result in the existing committed
debt facilities being withdrawn. Furthermore, the Directors do not have visibility of the post completion funding for the
Group and Company at this time. The Directors note the detailed intentions statement included within the announcement
on 9 May 2023 which states that CKA does not envisage making any changes to the management team nor any disruption
to any counterparties or to the underlying tenants. However, the conditions outlined above indicate a material uncertainty
which may cast significant doubt upon the Group's and Company's ability to continue as a going concern. The Independent
Auditors' Report included within the Annual Report and Accounts for the year ended 31 March 2023 also highlights this material
uncertainty. Therefore, notwithstanding the material uncertainty arising from the offer from CKA, the Directors are satisfied that
the going concern basis remains appropriate for the preparation of the financial statements. The financial statements do not
include the adjustments that would result if the Group and the Company were unable to continue as a going concern.
2.3 New standards, amendments and interpretations
The following new standards are now effective and have been adopted for the year ended 31 March 2023.
●
IFRIC Agenda Item: Following clarification by IFRIC on the classification of monies held in restricted accounts, monies
that are restricted by use only are classified at 31 March 2023 as "Cash and cash equivalents". As detailed in note 2.4, the
comparative balances have been restated where applicable to reflect this change in classification.
●
IFRIC Agenda Item: In October 2022, the IFRIC issued an agenda decision in respect of ‘Lessor forgiveness of lease
payments (IFRS 9 and IFRS 16)’ (‘the IFRIC Decision on Concessions’). This concluded that losses incurred on granting
retrospective rent concessions should be charged to the income statement on the date that the legal rights to income are
conceded (i.e. immediate recognition in full rather than smoothed over the life of the lease). The clarification has not had a
material impact on the financial statements.
●
Amendments to IFRS 3 ‘Business Combinations’ (effective for periods beginning on or after 1 January 2022) – gives
clarification on the recognition of contingent liabilities at acquisition and clarifies that contingent assets should not be
recognised at the acquisition date. The amendments have not had a significant impact on the preparation of the financial
statements.
●
Amendments to IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’ (effective for periods beginning on or
after 1 January 2022) – gives clarification on costs to include in estimating the cost of fulfilling a contract for the purpose of
assessing whether that contract is onerous. The amendments have not had a significant impact on the preparation of the
financial statements.
●
Amendments to IFRS 9 ‘Financial Instruments’ (effective for periods beginning on or after 1 January 2022) – gives
clarification on the fees an entity includes when assessing whether the terms of a new or modified financial liability are
substantially different from the terms of the original liability. The amendments have not had a significant impact on the
preparation of the financial statements.
2.4 Restatement
IFRIC Agenda Decision – Recognition of restricted cash as "Cash and cash equivalents"
In March 2022, the IFRS Interpretations Committee ("IFRIC") finalised a decision on the classification of monies held in restricted
accounts, such that monies that are restricted by use only, are classified at 31 March 2023 as "Cash and cash equivalents".
The Group holds restricted cash for tenant deposits and retention monies in relation to deferred payments subject to
achievement of certain conditions, other retentions and cash segregated to fund repair, maintenance and improvement works
to bring the properties up to satisfactory standards for the Group and the tenants.
As a result of the IFRIC decision, the Group has revisited its policy and includes these monies within the classification "cash
and cash equivalents". The adjustment has no impact on the classification of the net assets of the Group on the Statement
of Financial Position, however the movements on these balances are now reported in the Statement of Cashflows and
comparative figures have been restated.
Comparative figures for "cash and cash equivalents" have increased by £4,362,000 (31 March 2021: £3,278,000). This has
resulted in an increase to the comparative figure for cash generated from operations by £1,613,000 concerning movements
on deposit balances and an increase to the net cash flow used in investing activities of £529,000 concerning movements on
retention monies.
The Group has not presented revised balance sheets as at 1 April 2021 within the financial statements, in accordance with IAS 1
Presentation of Financial Statements and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors.
Notes to the Consolidated Financial Statements
Continued
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The following table shows the impact of these adjustments in the prior year:
31 March 2022
£’000
Restatement
£’000
31 March 2022
Restated
£’000
Group cash flow statement (extract)
Net cash flow generated from operating activities 37,489 1,613 39,102
Net cash flow used in investing activities (39,670) (529) (40,199)
Cash and cash equivalents at the start of the year 103,819 3,278 107,097
Cash and cash equivalents at the end of the year 48,975 4,362 53,337
Net decrease in cash and cash equivalents (54,844) 1,084 (53,760)
2.5 New standards, amendments and interpretations effective for future accounting periods
The following are new standards, interpretations and amendments, which are not yet effective and have not been early
adopted in this financial information, that will or may have an effect on the Group’s future financial statements:
●
Amendments to IAS 12 ‘Income Taxes' (effective for periods beginning on or after 1 January 2023) – clarify how companies
account for deferred tax on transactions such as leases and decommissioning obligations. The amendments are not
expected to have a significant impact on the preparation of the financial statements.
●
Amendments to IAS 1 ‘Presentation of Financial Statements’ (effective for periods beginning on or after 1 January
2023) – are intended to help entities in deciding which accounting policies to disclose in their financial statements. The
amendments are not expected to have a significant impact on the preparation of the financial statements.
●
Amendments to IAS 8 ‘Accounting Policies, Changes in Accounting Estimates and Errors’ (effective for periods
beginning on or after 1 January 2023) – introduce the definition of an accounting estimate and include other amendments
to help entities distinguish changes in accounting estimates from changes in accounting policies. The amendments are
not expected to have a significant impact on the preparation of the financial statements.
●
Amendments to IAS 1 ‘Presentation of Financial Statements’ (effective for periods beginning on or after 1 January 2024)
– clarify that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the
reporting period and not expectations of or actual events after the reporting date. The amendments also give clarification
to the definition of settlement of a liability. The amendments are not expected to have a significant impact on the
preparation of the financial statements.
2.6 Segmental information
IFRS 8 Operating Segments requires operating segments to be identified on the basis of internal financial reports about
components of the Group that are regularly reviewed by the Chief Operating Decision Maker, which in the Group’s case is
delegated to the Investment Adviser who has formed an Executive Team, in order to allocate resources to the segments and to
assess their performance.
The internal financial reports received by the Investment Adviser’s Executive Team contain financial information at a Group
level as a whole and there are no reconciling items between the results contained in these reports and the amounts reported
in the consolidated financial statements.
The Directors consider the Group’s property portfolio represents a coherent and diversified portfolio with similar economic
characteristics and, as a result, the whole portfolio of properties represents a single operating segment. In the view of the
Directors there is accordingly one reportable segment under the provisions of IFRS 8.
All of the Group’s properties are based in the UK. Geographical information is provided to ensure compliance with the
diversification requirements of the Company, other than this no geographical grouping is contained in any of the internal
financial reports provided to the Investment Adviser’s Executive Team and, therefore, no geographical segmental analysis is
required by IFRS 8.
The Directors note the requirements in IFRS 8 Paragraph 34 pertaining to entities under common control and confirm that
both Auckland Home Solutions and Qualitas Housing (as lessees of the Company’s investment real estate) are under common
control of The Social Housing Family CIC (“TSHF”). The percentage and sum total of the Company’s annual contracted rent roll
pertaining to these counterparties as if they were considered to be a "single customer" can be found in note 28.0 and on page 9
of the Annual Report.
Notes to the Consolidated Financial Statements
Continued
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
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REPORT AND ACCOUNTS 2023
3.0 Significant accounting judgements, estimates and assumptions
In the application of the Group’s accounting policies, which are described in note 4.0, the Directors are required to make
judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent
from other sources. The judgements, estimates and associated assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within the financial year are outlined below:
3.1 Significant estimate – valuation of investment property
The Group uses the valuation carried out by its independent valuer as the fair value of its property portfolio. The valuation is
based upon assumptions including future rental income and the appropriate discount rate. The valuers also make reference to
market evidence of transaction prices for similar properties. Further information is provided in note 15.0.
The Group’s properties have been independently valued by Jones Lang LaSalle Limited (“JLL” or the “Valuer”) in accordance
with the current Royal Institution of Chartered Surveyors’ Valuation – Global Standards, incorporating the IVS, and the RICS
Valuation – Global Standards 2017 UK national supplement (the RICS “Red Book”). JLL is a well recognised professional firm
within social housing valuation and has sufficient current local and national knowledge of both social housing generally and
Specialist Supported Housing (“SSH”) and has the skills and understanding to undertake the valuations competently.
With respect to the Group’s consolidated financial statements, investment properties are valued at their fair value at each
balance sheet date in accordance with IFRS 13. Fair value measurements should be presented and classified using a fair value
hierarchy that reflects the significance of the inputs used in the measurements, according to the following levels:
Level 1 Unadjusted, quoted prices for identical assets and liabilities in active (typically quoted) markets.
Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
(that is, as prices) or indirectly (that is, derived from prices).
Level 3 Inputs for the asset or liability that are not based on observable market data (unobservable inputs). Value is the
Directors’ best estimate, based on advice from relevant knowledgeable experts, use of recognised valuation
techniques and a determination of which assumptions should be applied in valuing such assets and with
particular focus on the specific attributes of the investments themselves.
Given the bespoke nature of each of the Group’s investments, the particular requirements of due diligence and financial
contribution obtained from the vendors together with the recent emergence of SSH, all of the Group’s investment properties
are included in Level 3.
3.2 Significant estimate – valuation of interest rate derivatives
The fair value of Group’s interest rate derivatives is recorded in the Group Statement of Financial Position and is determined
by the respective counterparties. The counterparties use a number of assumptions in determining the fair values, including
estimations over future interest rates and future cash flows using observable yield curves.
3.3 Significant judgement – business combinations
The Group acquires subsidiaries that own investment properties. At the time of acquisition, the Group considers whether each
acquisition represents the acquisition of a business or the acquisition of an asset. Management considers the substance of the
assets and activities of the acquired entity in determining whether the acquisition represents the acquisition of a business.
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 the 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.
There were no corporate acquisitions made in the year.
During the previous year, the Group entered into a transaction to acquire the freehold properties operated by CPI Care Limited.
Upon the acquisition of the company; the properties were transferred into other group companies and the company acquired,
along with its associated operations, was sold to Envivo Corundum Bidco Limited. Further details are shown in note 16.0 to the
financial statements.
The acquired companies met the definition of a business under IFRS 3, and the transaction was therefore recorded as a
business combination.
Because the Group acquired the company with the intent to sell the business, management applied the short-cut method
under IFRS 5 – Subsidiaries acquired with a view to resale. Under this method, the subsidiary is recorded at fair value less costs
to sell, and there is no requirement to fair value the subsidiary’s individual assets and liabilities.
Notes to the Consolidated Financial Statements
Continued
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REPORT AND ACCOUNTS 2023
3.4 Significant judgement – operating lease contracts – the Group as lessor
The Group has acquired investment properties that are subject to commercial property leases with Approved Providers. The
Group has determined, based on an evaluation of the terms and conditions of the arrangements, particularly the duration
of the lease terms and minimum lease payments, that it retains all the significant risks and rewards of ownership of these
properties and so accounts for the leases as operating leases.
3.5 Significant judgement – REIT Status
Civitas Social Housing PLC is a Real Estate Investment Trust (REIT). The UK REIT regime applies when entities meet certain
conditions with the effect that the income profits and capital gains of the qualifying property rental business are exempt from
tax. Within these conditions at least 90% of the Group’s property income must be distributed as dividends to shareholders and
the Group must ensure that the property rental business represents more than 75% of total profits and assets.
Following the completion of the offer, there is a level of uncertainty that the Group will remain in the REIT regime.
4.0 Summary of significant accounting policies
The principal accounting policies applied in the preparation of the consolidated financial statements are set out below. The
policies have been consistently applied to all periods presented, unless otherwise stated.
4.1 Basis of consolidation
The consolidated financial statements comprise the financial information of the Group as at the year end date.
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to,
or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its
power to direct the activities of the entity. All intra-group transactions, balances, income and expenses are eliminated on
consolidation. The financial information of the subsidiaries is included in the consolidated financial statements from the date
that control commences until the date that control ceases.
If an equity interest in a subsidiary is transferred but a controlling interest continues to be held after the transfer then the
change in ownership interest is accounted for as an equity transaction.
Accounting policies of the subsidiaries are consistent with the policies adopted by the Company.
4.2 Investment property
Investment property, which is property held to earn rentals and/or for capital appreciation, is initially measured at cost, being
the fair value of the consideration given, including expenditure that is directly attributable to the acquisition of the investment
property. After initial recognition, investment property is stated at its fair value at the balance sheet date. Gains and losses
arising from changes in the fair value of investment property are included in profit or loss for the period in which they arise in
the Consolidated Statement of Comprehensive Income.
Subsequent expenditure is capitalised only when it is probable that future economic benefits are associated with the expenditure.
Ongoing repairs and maintenance are expensed as incurred. Overheads and operating expenses are not capitalised.
An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use
and no future economic benefits are expected from the disposal. Any gain or loss arising on derecognition of the property
(calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is incurred in profit or
loss in the period in which the property is derecognised.
Significant accounting judgements, estimates and assumptions made for the valuation of investment properties are discussed
in note 3.1.
4.3 Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of
ownership to the lessee. All other leases are classified as operating leases.
The Company has determined that it retains all the significant risks and rewards of ownership of the properties and accounts
for the contracts as operating leases as discussed in note 3.4.
Properties leased out under operating leases are included in investment property in the Consolidated Statement of Financial
Position. Rental income from operating leases is recognised on a straight line basis over the term of the relevant leases.
Lease incentive costs are recognised as an asset and amortised over the life of the lease.
Notes to the Consolidated Financial Statements
Continued
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
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REPORT AND ACCOUNTS 2023
4.4 Financial Assets
Classification
The Group classifies its financial assets in the following measurement categories:
●
those to be measured subsequently at fair value (either through other comprehensive income or through profit or loss); and
●
those to be measured at amortised cost.
The classification depends on the entity’s business model for managing the financial assets and the contractual terms
of the cash flows. For assets measured at fair value, gains and losses will either be recorded in profit or loss or other
comprehensive income.
Trade and other receivables
Trade and other receivables are amounts due in the ordinary course of business. If collection is expected in one year or less,
they are classified as current assets. If not, they are presented as non–current assets.
Trade receivables are recognised initially at fair value and subsequently are measured at amortised cost using the effective
interest method, less impairment provision. The Group holds the trade receivables with the objective to collect the contractual
cash flows.
Impairment
The Group’s financial assets are subject to the expected credit loss model.
For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses
to be recognised from initial recognition of the receivables.
The expected loss rates are based on the payment profiles of lease income over a period of up to 12 months before 31 March
2023 or 1 April 2022, respectively, and the corresponding historical credit losses experienced within this period. The historical
loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the liability
of the tenants to settle the receivable. Such forward-looking information would include: changes in economic, regulatory,
technological and environmental factors (such as industry outlook, GDP, employment and politics); external market indicators;
and tenant base.
Based on the assessment and the specific work that is underway around collection of aged arrears, a provision of
£459,000 (2022: £239,000) has been reflected in the annual results.
Trade receivables are written off when there is no reasonable expectation of recovery.
Indicators that there is no reasonable expectation of recovery include, among others, the probability of insolvency or
significant financial difficulties of the debtor. Impaired debts are derecognised when they are assessed as uncollectible.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, cash held by lawyers and liquidity funds with a term of no more than three
months that are readily convertible to a known amount of cash and which are subject to an insignificant risk of changes in value.
Restricted cash represents amounts held for specific commitments, tenant deposits and retention money held by lawyers in
relation to deferred payments subject to achievement of certain conditions, other retentions and cash segregated to fund
repair, maintenance and improvement works to bring the properties up to satisfactory standards for the Group and the tenants.
Derivative financial instruments
Derivative financial instruments, which comprise interest rate caps and swaps for hedging purposes, are initially recognised
at fair value at acquisition and are subsequently measured at fair value, being the estimated amount that the Group would
receive or pay to sell or transfer the agreement at the period end date, taking into account current interest rate expectations
and the current credit rating of the lender and its counterparties. The instrument may be an asset or a liability. The gain or loss
at each fair value remeasurement date is recognised in the Group’s Consolidated Statement of Comprehensive Income.
Derivative financial instruments are derecognised when the rights to receive cash flows from the agreement have expired
or have been transferred, and the Group has transferred substantially all the risks and rewards of ownership. The difference
between the carrying amount and consideration received is recognised as a gain or loss in the Group's Consolidated
Statement of Comprehensive Income.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available
to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs
significant to the fair value measurement as a whole.
Other than derivative financial instruments which are not designated as hedging instruments, the Group does not have any
assets held for trading nor does it voluntarily classify any financial assets as being at fair value through profit or loss.
Notes to the Consolidated Financial Statements
Continued
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4.5 Financial liabilities
The Group recognises a financial liability when it first becomes a party to the contractual rights and obligations in the contract.
All financial liabilities are initially recognised at fair value, minus (in the case of a financial liability that is not at fair value
through profit or loss) transaction costs that are directly attributable to issuing the financial liability. Financial liabilities are
subsequently measured at amortised cost, unless the Group opted to measure a liability at fair value through profit or loss.
A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires.
Trade and other payables
Trade and other payables are classified as current liabilities if payment is due within one year or less. If not, they are presented
as non-current liabilities. Trade and other payables are recognised initially at their fair value and subsequently measured at
amortised cost until settled. The fair value of a non-interest bearing liability is its discounted repayment amount. If the due
date of the liability is less than one year, discounting is omitted.
Bank and other borrowings
All bank and other borrowings are initially recognised at fair value less directly attributable transaction costs. After initial
recognition, all bank and other borrowings are measured at amortised cost, using the effective interest method. Any
attributable transaction costs relating to the issue of the bank borrowings are amortised through the Group’s Statement of
Comprehensive Income over the life of the debt instrument on a straight-line basis.
Borrowings are removed from the consolidated statement of financial position when the obligation specified in the contract
is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been
extinguished and the consideration paid is recognised in profit or loss as a finance cost.
4.6 Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is
probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the
obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the
balance sheet date, taking into account the risks and uncertainties surrounding the obligation.
4.7 Taxation
Taxation on the profit or loss for the period not exempt under UK REIT regulations is comprised of current and deferred tax. Tax
is recognised in the Consolidated Statement of Comprehensive Income except to the extent that it relates to items recognised
as a direct movement in equity, in which case it is recognised as a direct movement in equity. Current tax is expected tax
payable on any non-REIT taxable income for the period, using tax rates enacted or substantively enacted at the balance sheet
date, and any adjustment to tax payable in respect of previous periods.
The current tax charge is calculated on profits arising in the period and in accordance with legislation which has been
enacted or substantially enacted at the balance sheet date.
Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for taxation purposes. The amount of deferred tax that is provided is based on
the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or
substantively enacted at the balance sheet date.
4.8 Capital 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 to maintain an optimal capital structure to reduce the cost of capital.
Capital assets comprise the following:
31 March 2023
£’000
31 March 2022
£’000
Proceeds from the issue of Ordinary shares and retained earnings 661,909 675,547
Bank and loan borrowings 361,915 352,050
Total 1,023,824 1,027,597
Notes to the Consolidated Financial Statements
Continued
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
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CIVITAS SOCIAL HOUSING PLC
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The Directors may use gearing to enhance equity returns. The level of borrowing will be on a prudent basis for the asset class
and will seek to achieve a low cost of funds, whilst maintaining the flexibility in the underlying security requirements and the
structure of the Group.
The Group may, following a decision of the Board, raise debt from banks and/or the capital markets and the aggregate
borrowings of the Group will always be subject to an absolute maximum, calculated at the time of drawdown, of below 40% of
the Gross Asset Value on a fully invested basis.
4.9 Dividends payable to shareholders
Dividends are included in the financial statements in the year in which they are paid.
4.10 Rental income
Rental income from investment property is recognised on a straight-line basis over the term of ongoing leases and is shown
gross of any UK income tax. Lease incentives are spread evenly over the lease term. Losses incurred on granting retrospective
rent concessions are charged to the income statement on the date that the legal rights to income are conceded (i.e. immediate
recognition in full rather than smoothed over the life of the lease).
Insurance recharges and other similar receipts are recognised under IFRS 15 ‘Revenue from contracts with customers’, and are
included in net rental and property income gross of the related costs as the Directors consider the Group acts as principal in
this respect .
4.11 Finance income
Finance income is recognised as interest, and is accrued on cash and cash equivalent balances held by the Group.
4.12 Finance costs
Finance costs consist of interest and other costs that the Group incurs in connection with bank and other borrowings. Bank
interest and bank charges are recognised on an accruals basis. Borrowing transaction costs are amortised using the effective
interest rate.
4.13 Expenses
All expenses, including Investment Advisory fees, are recognised in the Consolidated Statement of Comprehensive Income on
an accruals basis.
4.14 Share issue costs
The costs of issuing or reacquiring equity instruments (other than in a business combination) are accounted for as a deduction
from equity.
4.15 Exceptional items
Exceptional items relate to amounts which do not normally occur in the normal course of business.
Exceptional professional costs for two major projects have been disclosed separately. These relate to costs associated with the
offer for the purchase of the entire share capital of the Company by a subsidiary of CK Asset Holdings Limited (CKA) and costs
associated with a planned bond issue which was postponed.
4.16 Share held in treasury
The costs, including directly attributable transactions costs, of purchasing the Company’s own shares to be held in treasury
are deducted from equity and the costs are shown in the Consolidated Statement of Changes in Equity. Consideration
received, net of transaction costs, for the resale of these shares is also included in equity. Whilst the Company holds shares in
treasury, the calculations for net asset value and earnings per share are adjusted to exclude these shares.
Notes to the Consolidated Financial Statements
Continued
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REPORT AND ACCOUNTS 2023
5.0 Rental income
For the
year ended
31 March 2023
£’000
For the
year ended
31 March 2022
£’000
Rental income from investment property 53,531 51,038
Rent straight line adjustments 586 529
Lease incentive amortisation (1,022) (926)
Rechargeable costs received 1,512 995
Rental income 54,607 51,636
Less direct property expenses
Insurance and service charge costs (1,512) (995)
Bad debt (429) 17
Direct property expenses (1,941) (978)
Net rental income 52,666 50,658
Rechargeable costs received represent insurance and service charge costs paid by the Group and recharged to the
Approved Providers and are accounted for under IFRS 15 ‘Revenue from contracts with customers’.
As per the lease agreements with the Group and Approved Providers, the Approved Providers are responsible for the
settlement of all present and future rates, taxes and other impositions payable in respect of the property. As a result, no further
direct property expenses were incurred.
6.0 Directors’ remuneration
For the
year ended
31 March 2023
£’000
For the
year ended
31 March 2022
£’000
Directors’ fees 194 190
Employer’s National Insurance Contributions 17 16
Total 211 206
The Directors are remunerated for their services in accordance with the Remuneration Policy which sets parameters within
which Directors’ remuneration may be set. The Remuneration Policy is approved by shareholders.
Disclosures required by the Companies Act 2006 on Directors’ remuneration, including salaries, share options, pension
contributions and pension entitlement and those specified by the Listing Rules of the Financial Conduct Authority are included
on pages 64 to 67 in the Remuneration Report and form part of these Financial Statements.
7.0 Particulars of employees
The Group had no employees during the year (2022: nil) other than the Directors.
Notes to the Consolidated Financial Statements
Continued
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
93
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
8.0 Investment advisory fees
For the
year ended
31 March 2023
£’000
For the
year ended
31 March 2022
£’000
Advisory fee 6,206 6,132
Disbursements 11 –
Total 6,217 6,132
Civitas Investment Management Limited (“CIM”) is the appointed Investment Adviser of the Company. Under the current
Investment Management Agreement, the Advisory Fee shall be an amount calculated in respect of each quarter, in each
case based upon the Net Asset Value most recently announced to the market at the relevant time (as adjusted for issues or
repurchases of shares in the period between the date of such announcement and the date of the relevant calculation), on the
following basis:
a) on that part of the Net Asset Value up to and including £250,000,000, an amount equal to 1% of such part of the Net Asset Value;
b) on that part of the Net Asset Value over £250,000,000 and up to and including £500,000,000, an amount equal to 0.9% of such
part of the Net Asset Value;
c) on that part of the Net Asset Value over £500,000,000 and up to and including £1,000,000,000, an amount equal to 0.8% of
such part of the Net Asset Value;
d) on that part of the Net Asset Value over £1,000,000,000, an amount equal to 0.7% of such part of the Net Asset Value.
The appointment of the Investment Adviser shall continue in force unless and until terminated by either party giving to the
other not less than 12 months’ written notice, such notice not to expire earlier than 30 May 2025.
9.0 General and administrative expenses
For the
year ended
31 March 2023
£’000
For the
year ended
31 March 2022
£’000
Legal and professional fees 1,250 1,459
Exceptional professional costs 1,816 –
Administration fees 1,044 1,037
Consultancy fees 143 136
Audit fees 441 340
Abortive costs 48 196
Valuation fees 96 100
Depositary fees 71 71
Grants and donations 65 26
Insurance 97 84
Marketing 225 343
Regulatory fees 21 25
Sundry expenses 76 92
Total 5,393 3,909
Abortive costs represent legal and professional fees incurred in relation to the acquisition of investment properties and
proposed share issues that were considered but subsequently aborted.
General and administrative expenses for the current year contain exceptional professional costs of £1,816,000 (2022: £Nil).These
costs pertain to two strategic projects the Company has been evaluating and comprise of £1,294,000 (2022: £nil) associated with
the offer for the purchase of the entire share capital of the Company by a subsidiary of CK Asset Holdings Limited (CKA) and
£522,000 (2022: £Nil) associated with a planned bond issue which was postponed.
Notes to the Consolidated Financial Statements
Continued
94
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Services provided by the Group’s auditors and their associates
The Group has obtained the following services from the Group’s auditors and their associates:
For the
year ended
31 March 2023
£’000
For the
year ended
31 March 2022
£’000
Fees payable to the Group's auditors and their associates for auditing financial statements:
Audit of the Group's financial statements
1
358 296
Total fees payable for audit services 358 296
Fees payable to the Group's auditors and their associates for other services:
Audit related services – review of the half year financial statements 83 44
Other services
2
– 62
Total fees payable to the Group's auditors and their associates 441 402
1 Includes £64,000 (2022: £18,000) cost in relation to the previous year audit.
2 This amount was recognised within exceptional legal and professional costs in the year ended 31 March 2022.
10.0 Finance income
For the
year ended
31 March 2023
£’000
For the
year ended
31 March 2022
£’000
Interest and dividends received on liquidity funds 148 4
Bank interest received – 3
Total 148 7
11.0 Finance expense
For the
year ended
31 March 2023
£’000
For the
year ended
31 March 2022
£’000
Bank charges 8 6
Interest paid and payable on bank borrowings and derivatives 12,151 8,907
Amortisation of loan issue costs 1,869 1,653
Costs of early repayment of debt 1,271 –
Loan security fees 36 42
Total 15,335 10,608
During the year the Lloyds Bank plc £60,000,000 revolving credit facility was repaid. Costs of early repayment of debt include
break costs and the write off of the remaining unamortised loan issue costs.
12.0 Taxation
As a UK REIT, the Group is exempt from corporation tax on the profits and gains from its property investment business,
provided it meets certain conditions as set out in the UK REIT regulations. For the current year ended 31 March 2023, the Group
did not have any non-qualifying profits and accordingly there is no tax charge in the year. If there were any non-qualifying
profits and gains, these would be subject to corporation tax.
Deferred tax has not been recognised on temporary differences relating to the property rental business. No deferred tax asset
has been recognised in respect of the unutilised residual current year losses as it is not anticipated that sufficient residual
profits will be generated in the future. In the event that Civitas' property portfolio was to be sold at valuation, any gains
realised on such disposals may be subject to taxation in the UK. Generally, disposals by a REIT of assets held for the purpose
of a property rental business should be exempt from UK corporation tax. The Directors do not believe that any properties
within the Civitas property portfolio meet the conditions for assets held as part of the property rental business being subject to
corporation tax on disposal. Accordingly, if the Civitas property portfolio was to be sold at valuation, the Directors estimate that
no corporation tax liability would arise on that sale.
Notes to the Consolidated Financial Statements
Continued
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
95
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Following the completion of the offer, there is a level of uncertainty that the Group will remain in the REIT regime.
For the
year ended
31 March 2023
£’000
For the
year ended
31 March 2022
£’000
Corporation tax charge for the year – –
Total – –
The tax charge for the year is less than the standard rate of corporation tax in the UK of 19%. The differences are explained below.
For the
year ended
31 March 2023
£’000
For the
year ended
31 March 2022
£’000
Group
Profit before taxation 25,472 44,754
UK corporation tax rate 19% 19%
Theoretical tax at UK corporation tax rate 4,840 8,503
Effects of:
Change in value of exempt investment properties (502) (2,331)
Exempt REIT income (6,019) (6,598)
Amounts not deductible for tax purposes 1,081 (230)
Unutilised residual current year tax losses 600 656
Total – –
A deferred tax asset of £2,877,000 (2022: £1,268,000), calculated using the forthcoming tax rate of 25%, has not been recognised in
respect of the unutilised residual current year losses as it is not anticipated that sufficient residual profits will be generated in
the future.
The standard rate of corporation tax is currently 19%. The standard rate of corporation tax increased to 25% with effect from
1 April 2023.
REIT exempt income includes property rental income that is exempt from UK Corporation Tax in accordance with Part 12 of
Corporation Tax Act 2010.
13.0 Earnings per share
Earnings per share (“EPS”) amounts are calculated by dividing profit for the year attributable to Ordinary equity holders of the
Company by the weighted average number of Ordinary shares in issue during the year.
The calculation of basic and diluted earnings per share is based on the following:
For the
year ended
31 March 2023
£’000
For the
year ended
31 March 2022
£’000
Calculation of earnings per share
Net profit attributable to Ordinary shareholders (£’000) 25,472 44,754
Weighted average number of Ordinary shares (excluding shares held in treasury) 608,552,681 618,797,942
Earnings per share – basic and diluted 4.19p 7.23p
Notes to the Consolidated Financial Statements
Continued
96
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
14.0 Dividends
For the
year ended
31 March 2023
£’00
For the
year ended
31 March 2022
£’000
Dividend of 1.3875p for the 3 months to 31 March 2022
(1.3500p 3 months to 31 March 2021) 8,474 8,403
Dividend of 1.4250p for the 3 months to 30 June 2022
(1.3875p 3 months to 30 June 2021) 8,703 8,637
Dividend of 1.4250p for the 3 months to 30 September 2022
(1.3875p 3 months to 30 September 2021) 8,641 8,555
Dividend of 1.4250p for the 3 months to 31 December 2022
(1.3875p 3 months to 31 December 2021) 8,641 8,498
Total 34,459 34,093
On 9 May 2023, the Company announced a dividend of 1.425 pence per share in respect of the period 1 January 2023 to 31 March
2023 totalling £8,641,000. The dividend payment was made on 9 June 2023 to shareholders on the register as at 19 May 2023. The
financial statements do not reflect this dividend. The dividend was paid as a REIT property income distribution (“PID”).
15.0 Investment property
For the
year ended
31 March 2023
£’000
For the
year ended
31 March 2022
£’000
Balance at beginning of year 968,756 915,589
Property acquisitions 543 33,466
Improvements to investment properties 4,944 5,818
Lease incentives and rent straight line adjustments recognised 1,264 1,614
Change in fair value 2,640 12,269
Value advised by the property valuers 978,147 968,756
Less lease incentive assets and rent straight line assets (24,783) (23,519)
Total 953,364 945,237
Improvements to investment properties includes capital expenditure incurred of £128,000 (2022: £12,000) in respect of climate
change initiatives.
During the previous year, the Group acquired a property holding company from Herleva Properties Limited which held
assets totalling £8,611,000. These are included within Property Acquisitions in the note above. Herleva Properties Limited is
a subsidiary of Specialist Healthcare Operations Limited (“SHO”). Andrew Dawber and Tom Pridmore (both directors of the
Investment Adviser), are 14.99% shareholders in SHO. They are not directors of SHO, and have no operational role in that
business. SHO does not meet the definition of a related party under IAS 24.
Valuation
In accordance with “IAS 40: Investment Property”, the investment property has been independently valued at fair value by JLL,
an accredited external valuer with recognised and relevant professional qualifications and recent experience of the location
and category of the investment property being valued, however, the valuations are the ultimate responsibility of the Directors.
JLL valued the Civitas Social Housing PLC property portfolio on the basis of each individual property and the theoretical sale of
the properties without the benefit of any corporate wrapper at £978,147,000 as at 31 March 2023 (2022: £968,756,000).
JLL has provided valuation services to the Company with regards to the properties during the year. JLL has provided additional
valuation services on the acquisition of investment property by the Company during the year. The Directors have ensured
that JLL has appropriate procedures in place to ensure there are no independence conflicts with the services provided to the
Company. In relation to the year ended 31 March 2023, the proportion of the total fees payable by the Company to JLL’s total fee
income was less than 5% and is therefore minimal. Additionally, JLL has a rotation policy in place whereby the signatories on
the valuations rotate after seven years.
Notes to the Consolidated Financial Statements
Continued
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
97
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
With the exception of the acquisition detailed in note 16.0, all corporate acquisitions during the year and the comparative year
have been treated as asset purchases rather than business combinations because following review of the IFRS 3 concentration
test, they are considered to be acquisitions of properties rather than businesses (note 3.3).
The following table provides the fair value measurement hierarchy for investment property:
Total
£’000
Quoted prices in
active markets
(Level 1)
£’000
Significant
observable
inputs (Level 2)
£’000
Significant
unobservable
inputs (Level 3)
£’000
Investment properties measured at fair value:
31 March 2023 953,364 – – 953,364
31 March 2022 945,237 – – 945,237
There have been no transfers between Level 1 and Level 2 during any of the years, nor have there been any transfers between
Level 2 and Level 3 during any of the years.
The valuations have been prepared in accordance with the RICS Valuation – Professional Standards (incorporating the
International Valuation Standards) by JLL, one of the leading professional firms engaged in the social housing sector.
As noted previously all of the Group’s investments are reported as Level 3 in accordance with IFRS 13 where inputs are not
based on observable market data and the value is based upon advice from relevant knowledgeable experts.
In this instance, the determination of the fair value of investment property requires an examination of the specific merits of
each property that are in turn considered pertinent to the valuation.
These include:
i) the regulated social housing sector and demand for the facilities offered by each SSH property owned by the Group;
ii) the particular structure of the Group’s transactions where vendors, at their own expense, meet the majority of the
refurbishment costs of each property and certain purchase costs;
iii) detailed financial analysis with discount rates supporting the carrying value of each property;
iv) a full repairing and insuring lease with annual indexation based on CPI or CPI+1%.
The following descriptions and definitions relating to valuation techniques and key unobservable inputs made in determining
fair values are as follows:
Valuation techniques: income approach
Fair value 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 (i.e. an exit price).
The valuation methodology used by the valuers follows the income approach. This approach considers the rental income
currently payable; the next uplift due on that income on review; the likelihood of a continuation of that rental income – with
growth in accordance with the leases – over the remaining terms; and then a long-term reversion which considers the likely
ability of the properties to continue to generate rent through supported housing occupation, as distinct from a reversion to
vacant possession value.
Risks are involved in both assessing the value of the indexed rental income over the remaining terms of the leases and in also
predicting that income will continue beyond the end of the existing leases. This is a balanced judgment, which can properly
be reflected in the exit yield applied to the final year’s income and in the overall return to a purchaser.
Appropriate taxation calculations are adopted for every property based on its value and on the assumption of the sale of
the property assets directly as opposed to shares of a subsidiary company holding the property and have considered the
individual characteristics of the properties.
There are two main unobservable inputs that determine the fair value of the Group’s investment property:
i) The rate of 2% per annum has been used for CPI over the term of the subject properties’ leases in line with the Bank of
England’s long-term inflation targets for CPI. It should be noted that all leases benefit from either CPI or CPI+1 indexation.
ii) The discount rate applied to the rental flows.
Notes to the Consolidated Financial Statements
Continued
98
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Key factors in determining the discount rates applied include the regulated social housing sector and demand for each SSH
property owned by the Group, costs of acquisition and refurbishment of each property, the anticipated future underlying cash
flows for each property, benchmarking of each underlying rent for each property (passing rent), impact of climate change, and
the fact that all of the properties within the Group’s portfolio have the benefit of full repairing and insuring leases entered into
by an Approved Provider.
As at the balance sheet date, the lease lengths within the Group’s portfolio ranged from an effective 14 years to 35 years (2022:
15 years to 36 years) with a weighted average unexpired lease term of 21.5 years (2022: 22.1). The greater the length of the lease,
then, all other metrics being equal, the greater the value of the property.
Sensitivities of measurement of significant unobservable inputs
As set out within significant accounting estimates at 3.1 above, the Group’s property investment valuation is open to inherent
uncertainties in the inputs that determine fair value. Management has re-considered the sensitivity ranges and widened them
for the current year as a result of macroeconomic uncertainty. As a result, the following sensitivity analysis has been prepared:
Average discount rate and range
The average discount rate used by the valuer in the Group’s property Portfolio Valuation is 6.38% (2022: 5.5%). In setting the
discount rates adopted in the valuation, the valuers have considered market standard and anticipated returns to set a
benchmark for the portfolio as a whole. They have then considered the various characteristics of the individual properties in
order to adjust those rates for each property. JLL will keep yields, and therefore discount rates, under regular review.
The range of discount rates used by the valuer in the Group’s property Portfolio Valuation is from 4.6% to 11.7% (2022: 4.6%
to 11.5%). In assessing the range of discounts, the valuer considers the likely net initial yield which would be sought by the
investment market and builds additional discounts to reflect added risk into the discount rate of the term and, in some cases,
the discount rate for the reversion. For example, where larger rental growth is allowed during the lease, an additional discount
is built into the reversion because of the greater risk of a fall in the rent at the end of the lease.
Similarly additional discounts are considered where properties are in the process of being re-purposed and premiums are
considered where residential care assets are funded by back-to-back leases with care providers.
The table below illustrates the change to the value of investment properties if the discount rate and CPI used for the portfolio
valuation calculations are changed:
-1.0% in
discount rate
£’000
+1.0% in
discount rate
£’000
+0.5% in CPI
£’000
-0.5% in CPI
£’000
Increase/(decrease) in the IFRS fair value of investment properties at:
31 March 2023 71,929 (62,507) 56,676 (52,583)
31 March 2022 73,955 (64,020) 58,150 (53,815)
16.0 Subsidiary resale
31 March 2023
£’000
31 March 2022
£’000
Acquisition of subsidiary companies (including intercompany loan) – 13,559
Acquisition costs – 765
Transfer to investment property – (11,629)
Sale proceeds – (2,695)
Total – –
During the previous year, the Group entered into a transaction to acquire the freehold properties operated by CPI Care Limited.
Upon the acquisition of the companies for £13,559,000 plus transaction costs, the properties were transferred into other group
companies and the company acquired, along with its associated operations, was sold to Envivo Corundum Bidco Limited for
£2,695,000. Envivo Corundum Bidco Limited is a subsidiary of Specialist Healthcare Operations Limited (“SHO”). Andrew Dawber
and Tom Pridmore (both directors of the Investment Adviser), are 14.99% shareholders in SHO. They are not directors of SHO,
and have no operational role. SHO does not meet the definition of a related party under IAS 24.
Notes to the Consolidated Financial Statements
Continued
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
99
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
17.0 Trade and other receivables
31 March 2023
£’000
31 March 2022
£’000
Amounts falling due in less than one year
Trade receivables 6,676 4,960
Less provision for impairment of trade receivables (459) (239)
Accrued income 3,313 4,982
Prepayments and other receivables 1,730 3,162
Total 11,260 12,865
Prepayments and other receivable amounts include prepaid legal and professional fees of £Nil (2022: £34,000) that have been
incurred in connection with acquisitions yet to be completed and £286,000 (2022: £1,046,000) in respect of ongoing works on
the property portfolio.
Accrued income relates mainly to rent accrued for the year but not yet demanded.
31 March 2023
£’000
31 March 2022
£’000
Amounts falling due after more than one year
Straight line adjustments 2,639 2,053
Lease incentives 22,144 21,466
Total 24,783 23,519
The aged analysis of trade receivables was as follows:
31 March 2023
£’000
31 March 2022
£’000
Debtors past due
Current 2,518 1,777
< 30 days 862 355
30-60 days 275 105
> 60 days 3,021 2,723
6,676 4,960
Debtors past due
Less provision for impairment (459) (239)
Total 6,217 4,721
The Directors consider the fair value of receivables equals their carrying amount.
Other categories within trade and other receivables do not include impaired assets.
The provision for impairment movement was as follows:
For the
year ended
31 March 2023
£’000
For the
year ended
31 March 2022
£’000
Balance at beginning of year 239 256
Impairment provision made 306 109
Amount recovered (67) (126)
Amounts written off (19) –
Balance at end of year 459 239
Notes to the Consolidated Financial Statements
Continued
100
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
18.0 Cash and cash equivalents
31 March 2023
£’000
31 March 2022
£’000
Cash held by solicitors 64 376
Liquidity funds 15,636 10,489
Cash held at bank 16,939 38,110
Unrestricted cash and cash equivalents 32,639 48,975
Restricted cash 2,949 4,362
Total 35,588 53,337
Liquidity funds refer to money placed in money market funds. These are highly liquid funds with accessibility within 24 hours
and subject to insignificant risk of changes in value.
Cash held by solicitors is money held in escrow for expenses expected to be incurred in relation to investment properties
pending completion. These funds are available immediately on demand.
Restricted cash represents amounts held for specific commitments, tenant deposits and retention money held in relation
to deferred payments subject to achievement of certain conditions, other retentions and cash segregated to fund repair,
maintenance and improvement works to bring the properties up to satisfactory standards for the Group and the tenants.
19.0 Trade and other payables
31 March 2023
£’000
31 March 2022
(Restated*)
£’000
Deferred income 761 860
Acquisition costs accrued 600 960
Finance costs 3,688 1,840
Dividend withholding tax payable 940 1,057
Accruals and other creditors 773 2,202
Tenant deposits 2,538 2,573
Total 9,300 9,492
Acquisition costs accrued also include monies retained at the point of acquisition to be paid at a later date totalling £383,000
(2022: £262,000).
* Comparatives have been restated to correct the analysis of £1,896,000 of tenant deposits which had previously been included in acquisition costs accrued.
20.0 Bank and loan borrowings
Bank borrowings are secured by charges over individual investment properties held by certain asset-holding subsidiaries. The
banks also hold charges over the shares of certain subsidiaries and any intermediary holding companies of those subsidiaries.
Any associated fees in arranging the bank borrowings unamortised as at the year end are offset against amounts drawn on
the facilities as shown in the table below:
For the
year ended
31 March 2023
£’000
For the
year ended
31 March 2022
£’000
Bank borrowings drawn at start of year 357,050 357,050
Bank borrowings advanced 70,875 –
Bank borrowings repaid (60,000) –
Bank borrowings drawn at end of year 367,925 357,050
Unamortised costs at start of year (5,000) (4,930)
Less: loan issue costs incurred (3,544) (1,723)
Add: Loan issue costs amortised upon repayment of bank loan 665 –
Add: loan issue costs amortisation 1,869 1,653
Unamortised costs at end of year (6,010) (5,000)
At end of year 361,915 352,050
Notes to the Consolidated Financial Statements
Continued
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
101
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Loan Balance¹
31 March 2023
£’000
Loan Balance¹
31 March 2022
£’000
Loan Principal
31 March 2023
£’000
Loan Principal
31 March 2022
£’000
Maturity of bank borrowings
Repayable within 1 year – – – –
Repayable between 1 to 2 years 59,600 158,746 60,000 160,000
Repayable between 2 to 5 years 302,315 59,365 307,925 60,000
Repayable after 5 years – 133,939 – 137,050
Total 361,915 352,050 367,925 357,050
1 Loan balance net of unamortised costs.
The Group has been party to the following loan facility agreements in the year:
Facility
Loan Principal
£'000 Expiry Date Interest rate
Summary of Borrowings
Scottish Widows Limited 10-year facility Term loan 52,500 02/11/2027 2.9936% fixed
Lloyds Bank plc Revolving credit facility – – SONIA + 1.67%
1
Deutsche Bank AG Loan Notes 70,875 03/02/2028 5.69% fixed
HSBC Bank plc Revolving credit facility 100,000 28/11/2025 SONIA + 2.15%
1
National Westminster Bank Plc 5-year facility Revolving credit facility 60,000 14/08/2024 SONIA + 2.00%
2
M&G Investment Management Limited 7-year facility Term loan 84,550 24/02/2028 3.137% fixed
367,925
Borrowings are secured on investment properties to the value:
31 March 2023
£’000
31 March 2022
£’000
Scottish Widows Limited 10-year facility principal £52,500,000 173,510 173,777
Deutsche Bank AG Loan Notes principal £70,875,000 168,610 –
HSBC Bank plc facility principal £100,000,000 231,116 222,745
National Westminster Bank Plc 5-year facility principal £60,000,000 137,827 135,330
M&G Investment Management Limited 7-year facility principal £84,550,000 230,279 230,487
At 31 March 2023, the Group is in compliance with all covenants.
The covenants in place under the five agreements are summarised in the table below:
Historical and projected interest cover Loan to Value Ratio
Loan:
Scottish Widows Limited 10-year facility At least 325% Must not exceed 40%
Deutsche Bank AG Loan Notes At least 175% Must not exceed 50%
HSBC Bank plc facility At least 250% Must not exceed 50%
National Westminster Bank Plc 5-year facility At least 250% Must not exceed 50%
M&G Investment Management Limited 7-year facility At least 250% Must not exceed 55%
1 Interest rate caps have been purchased to cap interest costs on this facility as per details in notes 21.0 and 31.3.
2 Fixed by way of an interest rate swap as detailed in note 21.0.
Notes to the Consolidated Financial Statements
Continued
102
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
21.0 Interest rate derivatives
The Group has entered into an interest rate swap with NatWest Markets in order to mitigate the risk of changes in interest rates
on its loan with National Westminster Bank Plc under which £60 million is currently drawn. The swap has a notional value of
£60,000,000 and fixes interest at 2.60% (including the 2% margin on the bank loan).
During the year, the Group has entered into three new interest rate cap arrangements for a total cost of £8,841,000:
An interest rate cap that capped the £60,000,000 Lloyds Bank plc facility at 3.92% (including the 1.67% margin on the loan
facility) for the period from 16 September 2022 to 20 February 2023. This arrangement was sold upon the repayment of the loan
with proceeds of £17,000.
An interest rate cap that capped the SONIA interest rate on the £100,000,000 HSBC Bank plc facility at 2.60% for the period from
21 September 2022 to 17 April 2023.
An interest rate cap transaction to mitigate the risk of the SONIA interest rate exceeding 2.45% p.a. on the principal of
£100,000,000 HSBC Bank plc facility for the period from 17 April 2023 to 28 November 2025. This instrument covers the remaining
term of the revolving credit facility with HSBC Bank plc and its extension to November 2025.
For the
year ended
31 March 2023
£’000
For the
year ended
31 March 2022
£’000
Interest rate derivative assets/(liabilities)
At start of year 2,131 (544)
Interest rate cap premiums paid 8,841 –
Disposal proceeds (17) –
Realised loss on disposal (187) –
Change in fair value during the year (2,639) 2,675
At end of year 8,129 2,131
The table below shows the fair value measurement hierarchy for interest derivatives:
Quote prices in
Active Markets
(Level 1)
£’000
Significant
Observable
Inputs (Level 2)
£’000
Significant
Unobservable
Inputs (Level 3)
£’000
31 March 2023 – 8,129 –
31 March 2022 – 2,131 –
The fair value of Group’s interest rate derivatives is recorded in the Group Statement of Financial Position and is determined
by the respective counterparties. The counterparties use a number of assumptions in determining the fair values, including
estimations over future interest rates and future cash flows using observable yield curves. The fair value represents the net
present value of the difference between the cash flows produced by the contracted rate and the valuation rate. This valuation
technique falls within Level 2 of the fair value hierarchy as defined by IFRS 13.
There have been no transfers between Level 1 and Level 2 during any of the periods, nor have there been any transfers
between Level 2 and Level 3 during any of the periods.
22.0 Share capital
Share capital represents the nominal value of consideration received by the Company for the issue of Ordinary shares.
For the
year ended
31 March 2023
£’000
For the year
ended
31 March 2022
£’000
Share capital
At beginning and end of year 6,225 6,225
Number of shares issued and fully paid Ordinary shares of £0.01 each
At beginning and end of year 622,461,380 622,461,380
Notes to the Consolidated Financial Statements
Continued
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
103
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
During the year, the Company purchased 6,050,000 Ordinary shares to be held in treasury at a cost of £4,651,000 (31 March 2022:
10,025,000 Ordinary shares for £9,259,000).
During the previous year, the Company reissued 565,000 Ordinary shares held in treasury for £647,000. The cost of purchasing
these shares into treasury of £484,000 has been credited to the capital reduction reserve with the gain credited to the Share
premium reserve.
At 31 March 2023, the Company held 16,075,000 (31 March 2022: 10,025,000) Ordinary shares in treasury. The shares will continue
to be held in treasury until either reissued or cancelled.
At 31 March 2023, the number of Ordinary shares used to calculate the net asset value per share is 606,386,380 (31 March 2022:
612,436,380) which excludes the shares held in treasury.
23.0 Share premium reserve
The share premium reserve represents the amounts subscribed for Ordinary share capital in excess of nominal value less
associated issue costs of the subscriptions.
For the
year ended
31 March 2023
£’000
For the
year ended
31 March 2022
£’000
At beginning of year 292,626 292,463
Premium arising on shares reissued from treasury – 163
At end of year 292,626 292,626
For movements in the year, please see details in note 22.0.
24.0 Capital reduction reserve
The capital reduction reserve is a distributable reserve to which the value of the cancelled share premium was transferred.
Pursuant to Article 3 of The Companies (Reduction of Share Capital) Order 2008, the balance held in the capital reduction
reserve is to be treated for the purposes of Part 23 of the Companies Act 2006 as a realised profit and therefore available for
distribution in accordance with section 830 of the Companies Act. The Company has used this reserve for the costs of buying
back shares to be held in treasury and payment of dividends.
For the
year ended
31 March 2023
£’000
For the
year ended
31 March 2022
£’000
At beginning of year 322,365 331,140
Shares reissued from treasury – 484
Shares bought back into treasury (4,651) (9,259)
At end of year 317,714 322,365
For movements in the year, please see details in note 22.0.
25.0 Retained earnings
This reserve represents the profits and losses of the Group.
For the
year ended
31 March 2023
£’000
For the
year ended
31 March 2022
£’000
At beginning of year 54,331 43,670
Profit for the year 25,472 44,754
Dividends paid (34,459) (34,093)
At end of year 45,344 54,331
Notes to the Consolidated Financial Statements
Continued
104
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
26.0 Net asset value
Basic NAV per share is calculated by dividing net assets in the Consolidated Statement of Financial Position attributable to
Ordinary equity holders of the parent by the number of Ordinary shares outstanding at the end of the year.
Net asset values have been calculated as follows:
31 March 2023 31 March 2022
Net assets (£’000) 661,909 675,547
Number of Ordinary shares in issue at end of year 622,461,380 622,461,380
Number of Ordinary shares held in treasury (16,075,000) (10,025,000)
Number of Ordinary shares excluding treasury shares held by the Company 606,386,380 612,436,380
NAV per share – basic and diluted 109.16p 110.30p
27.0 Analysis of financial liabilities and assets arising from financing activities
Interest rate
derivatives
£’000
Bank
borrowings
£’000
For the
year ended
31 March 2023
£’000
At beginning of year (2,131) 352,050 349,919
Cash flows from financing activities
Loan issue costs paid – (3,148) (3,148)
Interest rate derivative premiums paid (8,841) – (8,841)
Proceeds from the sale of Interest rate derivatives 17 – 17
Bank borrowings advanced – 70,875 70,875
Bank borrowings repaid – (60,000) (60,000)
Non cash movements
Loan issue fees accrued – (396) (396)
Amortisation of loan issue costs – 1,869 1,869
Unamortised loan arrangement fees written off – 665 665
Change in fair value of interest rate derivatives 2,826 – 2,826
At end of year (8,129) 361,915 353,786
Interest rate
derivatives
£’000
Bank
borrowings
£’000
For the
year ended
31 March 2022
£’000
At beginning of year 544 352,120 352,664
Cash flows from financing activities
Loan draw down – (1,805) (1,805)
Non cash movements
Loan issue fees payable – 82 82
Amortisation of loan issue costs – 1,653 1,653
Change in fair value of interest rate derivatives (2,675) – (2,675)
At end of year (2,131) 352,050 349,919
Notes to the Consolidated Financial Statements
Continued
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
105
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
28.0 Operating leases
The Group is party to a number of operating leases on its investment properties with Approved Providers. The future minimum
lease payments under non-cancellable operating leases receivable by the Group are as follows:
31 March 2023
£’000
31 March 2022
£’000
Amounts receivable
< 1 year 57,262 53,821
1-2 years 57,352 53,879
2-5 years 172,536 161,940
> 5 years 958,286 928,210
At end of year 1,245,436 1,197,850
Leases are direct-let agreements with Approved Providers for a term between 20-40 years with indexed linked annual rent
reviews. All current leases are full repairing and insuring leases; the tenants are therefore obliged to repair, maintain and
renew the properties back to the original conditions.
The following table gives details of percentage of annual rental income per Approved Provider:
31 March 2023
%
31 March 2022
%
Auckland Home Solutions and Qualitas Housing 24.9 24.4
Falcon Housing Association CIC 19.1 18.7
Bespoke Supportive Tenancies 12.5 12.6
Inclusion Housing CIC 9.4 9.3
Westmoreland Supported Housing Limited 5.6 5.9
Encircle Housing Limited 5.2 5.9
Trinity Housing Association Limited 5.2 5.1
Pivotal Housing Association 4.0 3.8
Chrysalis Supported Association Limited 3.7 3.6
New Walk Property Management CIC 2.7 2.8
Harbour Light Assisted Living CIC 2.3 3.6
My Space Housing Solutions 1.3 1.3
Elysium Healthcare Limited 1.1 –
IKE Supported Housing Limited 1.0 1.1
Hilldale Housing Association Limited 1.0 1.0
Windrush Alliance UK CIC 0.7 0.7
Lilly Rose Supported Housing 0.2 0.1
Blue Square Residential Ltd 0.1 0.1
Total 100.0 100.0
Auckland Home Solutions and Qualitas Housing are both members of the Social Housing Family CIC and subject to common
control. Their annual rent figures have therefore been aggregated in the table above. The percentage relating to Auckland
Home Solutions and Qualitas Housing was 16.5% and 8.4% (2022: 16.3% and 8.1%) respectively. The annual rent at 31 March 2023 for
Auckland Home Solutions and Qualitas Housing was £9,266,000 and £4,730,000 (2022: £8,679,000 and £4,334,000) respectively.
The Group is also party to a number of operating leases on its long leasehold properties. The ground rent payment
commitments under these operating leases are negligible so the future minimum lease payments under these leases have not
been disclosed in these financial statements.
Notes to the Consolidated Financial Statements
Continued
106
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
29.0 Controlling parties
As at 31 March 2023, there is no ultimate controlling party.
30.0 Related party disclosures
A list of all subsidiary undertakings including the address of the registered office is detailed in note 8.0 to the Company
accounts on pages 115 to 118.
30.1 Transactions with Directors
The Directors are remunerated for their services at such rate as the Directors shall from time to time determine. The aggregate
remuneration and benefits in kind of the Directors of the Company (in each case, solely in their capacity as such) in respect of
the year ended 31 March 2023 payable out of the assets of the Company is not expected to exceed £250,000.
Fees of £194,000 (2022: £190,000) were incurred and paid to the Directors.
As at 31 March 2023 and 2022, the Directors held the following number of shares:
31 March 2023
Ordinary
shares
31 March 2022
Ordinary
shares
Director
Michael Wrobel Chairman 200,000 120,598
Alastair Moss Director 11,766 11,766
Alison Hadden Director 31,937 –
Caroline Gulliver Audit and Management Engagement Committee Chair 58,832 58,832
Peter Baxter Director 82,065 82,065
Remuneration
The Investment Adviser has reviewed its remuneration policies and procedures to ensure incentives are aligned with the
requirements of AIFMD. It includes measures to avoid conflicts of interest such as providing staff with a fixed monthly
salary and determining discretionary payments by the performance of the Investment Adviser as a whole and not linked
to any one AIF in particular. The Investment Adviser and its staff receive no remuneration through profit share, carried
interest, co-investment or other schemes related to the Company’s performance.
30.2 Transactions with the Investment Adviser
On 1 November 2016, Civitas Investment Management Limited (“CIM”) was appointed as the Investment Adviser of the Company.
Its address is shown on page 131 to the Report.
Fees of £6,206,000 (2022: £6,132,000) were incurred and paid to CIM. In addition £11,000 (2022: £nil) disbursements were paid in
the year.
The Investment Adviser agreed to contribute £nil (2022: £100,000) towards legal and professional fees incurred. This amount
was offset against legal and professional fees in note 9.0.
As at 31 March 2023, a net amount of £48,000 (2022: £151,000) was due from CIM, which has since been received.
As at 31 March 2023, CIM held 167,664 (2022: 50,000) Ordinary shares in the Company.
Notes to the Consolidated Financial Statements
Continued
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
107
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
31.0 Financial risk management
31.1 Financial instruments
The Group’s principal financial assets and liabilities are those that arise directly from its operations: trade and other
receivables, trade and other payables and cash and cash equivalents. The Group’s other principal financial liabilities are bank
borrowings, the main purpose of which is to finance the acquisition and development of the Group’s investment property
portfolio, and interest rate derivatives as detailed in notes 20.0 and 21.0.
All financial liabilities are measured at amortised cost, except interest rate derivatives, which are measured at fair value. All
financial instruments were designated in their current categories upon initial recognition .
Set out below is a comparison by class of the carrying amounts and fair value of the Group’s financial instruments that are
carried in the financial statements:
Book value
31 March 2023
£’000
Fair value
31 March 2023
£’000
Book value
31 March 2022
£’000
Fair value
31 March 2022
£’000
Financial assets
Interest rate derivatives 8,129 8,129 2,131 2,131
Trade and other receivables
1
34,949 34,949 34,580 34,580
Cash and cash equivalents 35,588 35,588 53,337 53,337
Financial liabilities
Trade and other payables
2
7,599 7,599 8,632 8,632
Bank borrowings 361,915 350,179 352,050 349,406
1 Excludes prepayments.
2 Excludes deferred income and dividend withholding tax payable.
The Group has five bank loans as detailed in note 20.0. The fair value of the fixed rate loan is determined by comparing the
discounted future cash flows.
Financial risk management
The Group is exposed to market risk, interest rate risk, credit risk and liquidity risk in the current and future years. The Board of
Directors oversees the management of these risks. The Board of Directors reviews and agrees policies for managing each of
these risks that are summarised below.
31.2 Market risk
The Group’s activities will expose it primarily to the market risks associated with changes in property values and changes in
interest rates.
Risk relating to investment in property
Investment in property is subject to varying degrees of risk. Some factors that affect the value of the investment in property
include:
●
changes in the general economic climate;
●
competition for available properties;
●
obsolescence; and
●
government regulations, including planning, environmental and tax laws.
Variations in the above factors can affect the valuation of assets held by the Group and as a result can influence the financial
performance of the Group.
Notes to the Consolidated Financial Statements
Continued
108
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Risk relating to liquidity funds classified as cash and cash equivalents
The Group holds positions in two AAA rated liquidity funds that invest in a diversified range of government and
non-government money market securities, which are subject to varying degrees of risk. Some factors that affect the value of
the liquidity funds include:
●
the performance of the underlying government and non-government money market securities; and
●
interest rates.
Variations in the above factors can affect the valuation of assets held by the Group and as a result can influence the financial
performance of the Group.
31.3 Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market interest rates.
At 31 March 2023 all long-term borrowings are either at fixed rate or have an interest rate cap or interest rate swap in place
which has mitigated the risk of rising interest rate. Interest rate derivative instruments are in place to the loan maturity date on
the variable rate loans.
The table below shows the bank loans, derivative instruments and interest rates:
Summary of Borrowings
Loan Principal
£'000 Expiry Date Interest rate
Derivative instrument
in place
Maximum
interest rate
payable
Scottish Widows Limited 10-year facility 52,500 02/11/2027 2.9936% fixed 2.99%
Deutsche Bank AG 70,875 03/02/2028 5.69% fixed 5.69%
HSBC Bank plc 100,000 28/11/2025 SONIA + 2.15% Interest rate cap
1
4.75%
National Westminster Bank Plc 5-year facility 60,000 14/08/2024 SONIA + 2.00% Interest rate swap 2.60%
M&G Investment Management Limited 7-year facility 84,550 24/02/2028 3.137% fixed 3.14%
367,925
1 Maximum interest rate reduces to 4.6% from 18 April 2023.
The exposure of the Group to variable rates of interest is considered upon drawing of any new loan facilities, to ensure that the
Group’s exposure to interest rate fluctuations is within acceptable levels.
The Investment Adviser monitors the Group’s exposure to any changes in interest rate on an ongoing basis, with the Board
updated on a quarterly basis of the current exposure of the Group’s loan facilities.
As at 31 March 2023, if interest rates had been 100 basis points higher/(lower) with all other variables held constant the impact
on profits after taxation for the year would be as below. The Investment Adviser anticipates these levels are reasonably
possible based on the observation of current market conditions that interest rates would not fluctuate more than 1%.
31 March 2023
£’000
31 March 2022
£’000
Increase/(decrease) in profits due to interest rates
100 basis points higher 256 (1,066)
100 basis points lower (210) 1,572
The average effective interest rates of financial instruments at 31 March 2023 and 2022 were as follows:
31 March 2023
%
31 March 2022
%
Bank borrowings – fixed rate 2.65 2.94
Bank borrowings – variable rate
1
6.07 2.23
Cash and cash equivalents 0.82 0.05
1 Variable rate borrowings are subject to a maximum interest rate of 4.75% due to an interest rate cap. The maximum interest rate reduces to 4.6% from 18 April 2023.
Notes to the Consolidated Financial Statements
Continued
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
109
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
31.4 Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract,
leading to a financial loss. The Group is exposed to credit risks from both its leasing activities and financing activities,
including deposits with banks and financial institutions.
Debtors and accrued income represent rent due or accrued. These amounts due are diversified between a number of different
Approved Providers of differing financial strength, see note 28.0 for details of the different counterparties. None of the
Approved Providers have a credit rating, however, the diversified nature of this asset supports the credit quality.
The Group has policies in place to ensure that rental contracts are entered into only with lessees with an appropriate credit
and operational history, and limits exposure to any one tenant. The credit risk is considered to be further reduced as the
source of the rents received by the Group is ultimately provided by the Government, by way of housing benefit and care
provision, via a diverse range of local authorities.
For details of provisions for impairment please refer to note 17.0.
Credit risk related to financial instruments and cash deposits
One of the principal credit risks of the Group will arise with the banks and financial institutions. The Board of Directors believes
that the credit risk on short-term deposits and current account cash balances is limited because the counterparties are banks
considered to be of good credit quality. In the case of cash deposits held with lawyers, the credit risk is limited because the
cash is held by the lawyers within client accounts at banks with high credit quality.
The credit ratings for banks where balances are held by the Group are as follows:
Lloyds Bank plc A+/F1
HSBC Bank plc AA-/F1+
RBS International Limited A/FI
National Westminster Bank plc A+/F1
Ratings advised by Fitch
No balances are held with Deutsche Bank AG.
31.5 Liquidity risk
The Group manages its liquidity and funding risks by considering cash flow forecasts and ensuring sufficient cash balances
are held within the Group to meet future needs. Prudent liquidity risk management implies maintaining sufficient cash and
marketable securities, the availability of financing through appropriate and adequate credit lines, and the ability of customers
to settle obligations within normal terms of credit. The Group ensures, through forecasting of capital requirements, that
adequate cash is available.
The following table details the Group’s maturity profile in respect of its financial instrument liabilities based on contractual
undiscounted payments:
On demand
£’000
<1 year
£’000
1-5 years
£’000
> 5 years
£’000
Total
£’000
31 March 2023
Trade and other payables 7,599 – – – 7,599
Bank borrowings – 14,482 407,770 – 422,252
7,599 14,482 407,770 – 429,851
31 March 2022
Trade and other payables 8,632 – – – 8,632
Bank borrowings – 9,336 245,974 144,602 399,912
8,632 9,336 245,974 144,602 408,544
The profile above shows the maturity profile at 31 March 2023 and included within the contracted payments is £54,327,000
(2022: £42,862,000) of loan interest payable up to the point of maturity.
Notes to the Consolidated Financial Statements
Continued
110
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
32.0 Capital commitments
At 31 March 2023, the Company had funds committed totalling £Nil (2022: £92,000 concerning capital expenditure for a property
in Surrey).
33.0 Post balance sheet events
Dividends
On 9 May 2023, the Company announced a dividend of 1.425 pence per share in respect of the period 1 January 2023 to
31 March 2023 totalling £8,641,000. The dividend payment was made on 9 June 2023 to shareholders on the register as
at 19 May 2023. The financial statements do not reflect this dividend. The dividend was paid as a REIT property income
distribution (“PID”).
Financing
On 1 December 2022, the Company signed a facility with an institutional lender. Subsequent to this, on 21 June 2023, the
Company received credit approved terms for an additional £61.0 million fixed facility based on a 3-year SONIA rate at the
date of draw down +195bps margin with a maturity date of 3 August 2026. The eventual drawdown on the facility is subject to
certain standard closing conditions.
Recommended cash offer for the Group
On 9 May 2023 an announcement was made to the market for an all-cash offer of Civitas Social Housing PLC (Civitas) from
Wellness Unity Limited, a wholly owned indirect subsidiary of CKA Asset Holdings Limited (CKA). The offer of 80 pence
per share received values the entire issued share capital (excluding treasury shares) of CSH at approximately £485 million.
This represents a 44.4% premium to the share price of 55.4 pence per share on 5 May 2023 (the last trading day prior to
announcement of the offer), and 26.7% discount to 31 March 2023 NAV of 109.16p. This provides shareholders the opportunity to
exit in full and in cash at a significant premium to the current share price. The offer will be implemented by way of a takeover
offer within the meaning of Part 28 of the Companies Act.
On 22 May 2023, the Offer Document was made available. The offer became unconditional on 23 June 2023. Payment of
consideration due to shareholders who have submitted valid acceptances will be made no later than 14 calendar days
after the date the Offer becomes or is declared unconditional, or, in relation to valid acceptances received after such date,
within 14 calendar days of receipt of that acceptance. According to the Offer Document, it is intended that Civitas Investment
Management Limited ("CIM") is maintained as the Investment Adviser to Civitas so that the day-to-day management of
the Civitas portfolio will continue uninterrupted, and Civitas be re-registered as a private limited company as soon as
practicable following the cancellation of the listing and trading of Civitas shares. At the balance sheet date, CKA, as an indirect
investor in CIM, was not a related party to the Group as per IAS 24. On 23 June 2023, when the offer became unconditional,
CKA subsequently became the ultimate controlling party of the Company, and a related party under IAS 24.
Notes to the Consolidated Financial Statements
Continued
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
111
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Note
31 March 2023
£’000
31 March 2022
£'000
Assets
Fixed assets
Investment in subsidiaries 7.0 794,733 793,284
Current assets
Trade and other receivables 9.0 2,599 4,310
Cash and cash equivalents 10.0 26,193 23,438
28,792 27,748
Total assets 823,525 821,032
Liabilities
Creditors – amounts falling due within one year
Trade and other payables 11.0 (318,414) (274,020)
(318,414) (274,020)
Total liabilities (318,414) (274,020)
Total net assets 505,111 547,012
Equity
Share capital 12.0 6,225 6,225
Share premium reserve 13.0 292,626 292,626
Capital reduction reserve 14.0 317,714 322,365
Accumulated losses 15.0 (111,454) (74,204)
Total equity 505,111 547,012
The Company has taken advantage of the provisions of Companies Act 2006 s408 and does not disclose the Company’s
individual profit and loss account. Loss for the year was £2,791,000 (2022: profit £21,362,000).
The Company financial statements on pages 111 to 120 were approved by the Board of Directors of Civitas Social Housing PLC
and authorised for issue and signed on its behalf by:
Michael Wrobel
Chairman and Independent Non-Executive Director
28 June 2023
Company No: 10402528
Company Statement of Financial Position
As at 31 March 2023
112
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Note
Share
capital
£’000
Share
premium
reserve
£’000
Capital
reduction
reserve
£’000
Accumulated
losses
£’000
Total
equity
£’000
Balance at 1 April 2021 6,225 292,462 331,140 (61,473) 568,354
Profit and total comprehensive income for the year – – – 21,362 21,362
Shares reissued from treasury 13.0 – 164 484 – 648
Shares bought back into treasury 14.0 – – (9,259) – (9,259)
Dividends paid 15.0 – – – (34,093) (34,093)
Balance at 31 March 2022 6,225 292,626 322,365 (74,204) 547,012
Loss and total comprehensive loss for the year – – – (2,791) (2,791)
Shares reissued from treasury 13.0 – – – – –
Shares bought back into treasury 14.0 – – (4,651) – (4,651)
Dividends paid 15.0 – – – (34,459) (34,459)
Balance at 31 March 2023 6,225 292,626 317,714 (111,454) 505,111
The Company's distributable reserves comprise retained earnings/(accumulated losses) and the capital reduction
reserve. These in aggregate had sufficient realised distributable reserves to support dividends paid to date.
The notes on pages 113 to 120 are an integral part of these financial statements.
Company Statement of Changes in Equity
For the year ended 31 March 2023
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
113
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
1.0 Corporate information
Civitas Social Housing PLC (“the Company”) was incorporated in England and Wales under the Companies Act 2006 as a public
company limited by shares on 29 September 2016 with company number 10402528 under the name Civitas REIT PLC, which was
subsequently changed to the existing name on 3 October 2016.
The address of the registered office is 6th Floor, 65 Gresham Street, London EC2V 7NQ. The Company is registered as
an investment company under section 833 of the Companies Act 2006 in England and Wales and is domiciled in the
United Kingdom.
The Company did not begin trading until 18 November 2016 when the shares were admitted to trading on the London Stock
Exchange (“LSE”).
The Company’s Ordinary shares have been admitted to the Official List of the Financial Conduct Authority (“FCA”), and are
traded on the LSE.
The principal activity of the Company is to act as the ultimate parent company of its subsidiaries (the “Group”) and to provide
shareholders with an attractive level of income, together with the potential for capital growth from investing in a portfolio of
social homes.
2.0 Basis of preparation
The financial statements have been prepared on a historical cost basis and in accordance with Financial Reporting Standard
101 Reduced Disclosure Framework (“FRS 101”) and the Companies Act 2006 as applicable to companies using FRS 101.
In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of
International Financial Reporting Standards (“Adopted IFRSs”), but makes amendments where necessary in order to comply
with the Companies Act 2006 and has set out below where advantage of the FRS 101 disclosure exemptions has been taken.
In preparing these financial statements the Company has taken advantage of all disclosure exemptions conferred by FRS 101.
Therefore, these financial statements do not include:
●
certain comparative information as otherwise required by IFRS;
●
certain disclosures regarding the Company’s capital management;
●
certain disclosures in relation to IFRS 15 Revenue Contracts with Customers;
●
a statement of cash flows;
●
the effect of future accounting standards not yet adopted;
●
the disclosure of the remuneration of key management personnel; and
●
disclosure of related party transactions with other wholly owned members of Civitas Social Housing PLC.
In addition, and in accordance with FRS 101, further disclosure exemptions have been adopted because equivalent disclosures
are included in the Company’s consolidated financial statements. These financial statements do not include certain
disclosures in respect of:
●
financial instruments; and
●
fair value measurement other than certain disclosures required as a result of recording financial instruments at fair value.
The Company has taken advantage of the exemption in section 408 of the Companies Act 2006 not to present its own income
statement or statement of comprehensive income.
New standards, amendments and interpretations
After a review of new accounting standards which are now effective, none are relevant to be adopted in the preparation of the
Company’s financial statements for the year ended 31 March 2023.
Going concern
The financial statements have been prepared on a going concern basis.
As discussed in the Group financial statements above, the underlying assets of the Company benefit from a secure income stream.
The Company financial statements show an accumulated loss, however this is due to a time-lag on profits from subsidiary
companies being moved up the structure in the form of dividends.
The Company has net current liabilities of £289,622,000 (2022: £246,272,000). This balance arises due to the intercompany
balances totalling £316,128,000 (2022: £271,632,000) with the Company’s subsidiary companies. The amounts principally relate to
bank loans drawn in the Company’s subsidiary companies in order to finance the purchase of new acquisitions in accordance
with the Group’s business model. The directors of the subsidiary companies have provided a letter of comfort that they will not
seek repayment of these balances within 12 months from the date of approval of the Company’s financial statements.
Notes to the Company Financial Statements
As at 31 March 2023
114
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
The Company’s articles of association include a requirement for the Board to propose an ordinary resolution at the annual
general meeting following the fifth anniversary from the initial public offering of the Company for the Company to continue
in its current form (the Continuation Resolution). This vote was passed in September 2022 so the Company will continue its
business as presently constituted and will propose the same resolution at the AGM in September 2027 and every fifth annual
general meeting thereafter.
On 9 May 2023, an announcement was made to the market for an all-cash offer of Civitas Social Housing PLC (CSH) from
Wellness Unity Limited, a wholly owned indirect subsidiary of CK Assets Holdings Limited (CKA). The offer became
unconditional on 23 June 2023. The Group’s existing committed debt facilities contain a standard change of control clause has
now been triggered due to the offer becoming unconditional. This could result in the existing committed debt facilities being
withdrawn. Furthermore, the Directors do not have visibility of the post completion funding for the Group and Company at
this time. The Directors note the detailed intentions statement included within the announcement on 9 May 2023, which states
that CKA does not envisage making any changes to the management team nor any disruption to any counterparties or to
the underlying tenants. However, the conditions outlined above indicate a material uncertainty which may cast significant
doubt upon the Group’s and Company’s ability to continue as a going concern. The Independent Auditors’ Report included
within the Annual Report and Accounts for the year ended 31 March 2023 also highlights this material uncertainty. Therefore,
notwithstanding the material uncertainty arising from the offer from CKA, the Directors are satisfied that the going concern
basis remains appropriate for the preparation of the financial statements. The financial statements do not include the
adjustments that would result if the Group and the Company were unable to continue as a going concern.
Significant judgements and sources of estimation uncertainty
The key source of estimation uncertainty relates to the Company’s investment in Group companies, and is stated in the
Company’s separate financial statements at cost less impairment losses, if any. Impairment losses are determined with
reference to the investment’s fair value less estimated costs of disposal. Investment properties held by the subsidiary
companies are supported by independent valuation. Judgements and assumptions associated with the property values of the
investments held by the subsidiary companies are detailed in the Group financial statements.
3.0 Accounting policies
The financial statements of the Company follow the accounting policies laid out in the Group’s consolidated financial
statements along with the following accounting policies which have been consistently applied:
Investments in subsidiaries
The investments in subsidiary companies are included in the Company’s Statement of Financial Position at cost less provision
for impairment. Impairment losses are determined with reference to the investment’s fair value less estimated selling costs. On
disposal, the difference between the net disposal proceeds and its carrying amount is included in the income statement.
The investment in a subsidiary company may include both the purchase of shares and an intercompany loan which is
subsequently capitalised in return for shares in the subsidiary company. The intercompany loan capitalised is disclosed in
note 7.0 as a transfer between the shares and loan columns.
Loans to subsidiaries
Loans made to subsidiary companies which arise as part of the transactions for the acquisition of investments and are
subsequently capitalised by the issue of shares are recognised as investment in subsidiaries at cost. At the point the loan is
capitalised, this transaction is recognised as a transfer within the table in note 7.0.
Amounts due to subsidiary companies
Balances arising with subsidiary companies of a temporary nature are initially recognised at fair value and subsequently
measured at amortised cost.
4.0 Dividends
Dividends are included in the financial statements in the year in which they are paid. Details of dividends paid and proposed
are included in note 14.0 of the Group’s consolidated financial statements.
5.0 Employee information
Details of Directors’ remuneration are included in note 6.0 of the consolidated financial statements. The Company had no
employees during the year (2022: nil).
6.0 Audit fees
Audit fees in relation to the Company’s financial statements total £358,000 (2022: £296,000). For further details, please refer to
note 9.0 of the Group financial statements.
Notes to the Company Financial Statements
Continued
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
115
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
7.0 Investment in subsidiaries
Year ended 31 March 2023
Shares in
subsidiaries
£’000
Loans to
subsidiaries
£’000
For the
year ended
31 March 2023
£’000
Balance at the beginning of the year 768,075 25,209 793,284
Increase in investments 1,090 600 1,690
Loans transferred 7,727 (7,727) –
Impairment (241) – (241)
At the end of the year 776,651 18,082 794,733
Year ended 31 March 2022
Shares in
subsidiaries
£’000
Loans to
subsidiaries
£’000
For the year
ended
31 March 2022
£’000
Balance at the beginning of the year 703,435 17,483 720,918
Increase in investments 41,712 31,013 72,725
Loans transferred 23,287 (23,287) –
Impairment (359) – (359)
At the end of the year 768,075 25,209 793,284
Following a review comparing cost of investments to the underlying net assets of subsidiary companies, an impairment
provision has been made of £241,000 (2022: £359,000).
8.0 Subsidiary entities
The Company has provided a guarantee under s479C of the Companies Act 2006 in respect of the financial year ended
31 March 2023 for a number of its subsidiary companies (as indicated in the table on the following pages). The guarantee is
over all outstanding liabilities to which the subsidiary companies are subject at 31 March 2023 until they are satisfied in full.
The Group consists of a parent company, Civitas Social Housing PLC, incorporated in England and Wales (company number
10402528) and a number of subsidiaries held directly by Civitas Social Housing PLC, which operate and are incorporated in
England and Wales or Jersey.
The Group owns 100% equity shares of all subsidiaries listed below and has the power to appoint and remove the majority of
the board of directors of those subsidiaries. The relevant activities of the below subsidiaries are determined by the Board of
Directors based on the purpose of each company.
Therefore, the Directors concluded that the Group has control over all these entities and all these entities have been
consolidated within the consolidated financial statements.
A list of all related undertakings included within these consolidated financial statements are noted below. Indirectly held
subsidiary companies are marked by an indentation in the table below:
Name Registered number Principal activity Country of incorporation
Civitas Social Housing Finance Company 1 Limited* 10997707 Finance company England & Wales
Civitas Social Housing Jersey 1 Limited 124129 Holding company Jersey
Civitas SPV1 Limited* 10518729 Property investment England & Wales
Civitas SPV2 Limited* 10114251 Property investment England & Wales
Civitas SPV11 Limited* 10546749 Property investment England & Wales
Civitas SPV15 Limited* 09777380 Property investment England & Wales
Civitas SPV25 Limited* 10791473 Property investment England & Wales
Civitas SPV27 Limited* 10883112 Property investment England & Wales
Civitas SPV33 Limited* 10546407 Property investment England & Wales
Civitas SPV35 Limited* 10588530 Property investment England & Wales
Civitas SPV38 Limited* 10738318 Property investment England & Wales
Civitas SPV39 Limited* 10547333 Property investment England & Wales
Civitas SPV40 Limited* 10738510 Property investment England & Wales
Civitas SPV41 Limited* 10738542 Property investment England & Wales
Civitas SPV50 Limited* 10775419 Property investment England & Wales
Civitas Social Housing Finance Company 2 Limited* 10997698 Finance company England & Wales
Civitas Social Housing Jersey 2 Limited 124876 Holding company Jersey
Civitas SPV3 Limited* 10156529 Property investment England & Wales
Notes to the Company Financial Statements
Continued
116
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Name Registered number Principal activity Country of incorporation
Civitas SPV4 Limited* 10433744 Property investment England & Wales
Civitas SPV5 Limited* 10479104 Property investment England & Wales
Civitas SPV6 Limited* 10674493 Property investment England & Wales
Civitas SPV9 Limited* 10536388 Property investment England & Wales
Civitas SPV10 Limited* 10535243 Property investment England & Wales
Civitas SPV12 Limited* 10546753 Property investment England & Wales
Civitas SPV17 Limited* 10479036 Property investment England & Wales
Civitas SPV18 Limited* 10546651 Property investment England & Wales
Civitas SPV19 Limited* 10548932 Property investment England & Wales
Civitas SPV20 Limited* 10588735 Property investment England & Wales
Civitas SPV22 Limited* 10743958 Property investment England & Wales
Civitas SPV24 Limited* 10751512 Property investment England & Wales
Civitas SPV26 Limited* 10864336 Property investment England & Wales
Civitas SPV29 Limited* 10911565 Property investment England & Wales
Civitas SPV30 Limited* 10956025 Property investment England & Wales
Civitas SPV31 Limited* 10974889 Property investment England & Wales
Civitas SPV32 Limited* 11007173 Property investment England & Wales
Civitas SPV34 Limited* 10738381 Property investment England & Wales
Civitas SPV36 Limited* 10588792 Property investment England & Wales
Civitas SPV42 Limited* 10738556 Property investment England & Wales
Civitas SPV43 Limited* 10534877 Property investment England & Wales
Civitas SPV45 Limited* 10871854 Property investment England & Wales
Civitas SPV46 Limited* 10871910 Property investment England & Wales
Civitas SPV47 Limited* 10873270 Property investment England & Wales
Civitas SPV48 Limited* 10873295 Property investment England & Wales
Civitas SPV51 Limited* 10826693 Property investment England & Wales
Civitas SPV52 Limited* 10827006 Property investment England & Wales
Civitas SPV63 Limited* 10937805 Property investment England & Wales
Civitas SPV64 Limited* 10938411 Property investment England & Wales
Civitas SPV70 Limited* 10770201 Property investment England & Wales
Civitas SPV71 Limited* 10888639 Property investment England & Wales
Civitas SPV72 Limited* 10938022 Property investment England & Wales
Civitas SPV74 Limited* 11001855 Property investment England & Wales
Civitas SPV75 Limited* 11001834 Property investment England & Wales
Civitas SPV80 Limited* 11001998 Property investment England & Wales
Civitas SPV163 Limited* 14527873 Property investment England & Wales
Civitas Social Housing Finance Company 3 Limited* 10997714 Finance Company England & Wales
Civitas SPV8 Limited* 10536157 Property investment England & Wales
Civitas SPV28 Limited* 10895228 Property investment England & Wales
Civitas SPV53 Limited* 11021625 Property investment England & Wales
Civitas SPV55 Limited* 11056455 Property investment England & Wales
Civitas SPV57 Limited* 11091444 Property investment England & Wales
Civitas SPV60 Limited* 11111908 Property investment England & Wales
Civitas SPV61 Limited* 10937662 Property investment England & Wales
Civitas SPV66 Limited* 10937898 Property investment England & Wales
Civitas SPV77 Limited* 11166491 Property investment England & Wales
Civitas SPV78 Limited* 11170099 Property investment England & Wales
Civitas SPV79 Limited* 11236544 Property investment England & Wales
Civitas SPV81 Limited* 11192811 Property investment England & Wales
Civitas SPV82 Limited* 11380796 Property investment England & Wales
Civitas SPV83 Limited* 11371128 Property investment England & Wales
Civitas SPV85 Limited* 11300749 Property investment England & Wales
Civitas SPV95 Limited* 11208184 Property investment England & Wales
Civitas SPV97 Limited* 11463890 Property investment England & Wales
Civitas SPV103 Limited* 11500596 Property investment England & Wales
Notes to the Company Financial Statements
Continued
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
117
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Name Registered number Principal activity Country of incorporation
Civitas SPV105 Limited* 11532177 Property investment England & Wales
Civitas SPV106 Limited* 11532179 Property investment England & Wales
Civitas SPV107 Limited* 11532182 Property investment England & Wales
Civitas SPV116 Limited* 11504399 Property investment England & Wales
Civitas SPV117 Limited* 11504445 Property investment England & Wales
Civitas Social Housing Finance Company 4 Limited* 11906660 Finance Company England & Wales
Civitas SPV23 Limited* 10746881 Property investment England & Wales
Civitas SPV54 Limited* 11039750 Property investment England & Wales
Civitas SPV59 Limited* 11111912 Property investment England & Wales
Civitas SPV69 Limited* 11142372 Property investment England & Wales
Civitas SPV73 Limited* 10939075 Property investment England & Wales
Civitas SPV84 Limited* 11381455 Property investment England & Wales
Civitas SPV86 Limited* 11418432 Property investment England & Wales
Civitas SPV87 Limited* 10888903 Property investment England & Wales
Civitas SPV88 Limited* 10939044 Property investment England & Wales
Civitas SPV90 Limited* 10939131 Property investment England & Wales
Civitas SPV91 Limited* 10941377 Property investment England & Wales
Civitas SPV92 Limited* 11449913 Property investment England & Wales
Civitas SPV93 Limited* 11043111 Property investment England & Wales
Civitas SPV94 Limited* 11208105 Property investment England & Wales
Civitas SPV96 Limited* 11270786 Property investment England & Wales
Civitas SPV100 Limited* 11069703 Property investment England & Wales
Civitas SPV101 Limited* 09978282 Property investment England & Wales
Civitas SPV102 Limited* 11521555 Property investment England & Wales
Civitas SPV109 Limited* 11532120 Property investment England & Wales
Civitas SPV112 Limited* 11579750 Property investment England & Wales
Civitas SPV114 Limited* 11579733 Property investment England & Wales
Civitas SPV115 Limited* 11522178 Property investment England & Wales
Civitas SPV118 Limited* 11411498 Property investment England & Wales
Civitas SPV121 Limited* 11099917 Property investment England & Wales
Civitas SPV122 Limited* 11482646 Property investment England & Wales
Civitas SPV126 Limited* 11459821 Property investment England & Wales
Civitas SPV127 Limited* 10941401 Property investment England & Wales
Civitas SPV129 Limited* 11664994 Property investment England & Wales
Civitas SPV130 Limited* 11705074 Property investment England & Wales
Civitas SPV131 Limited* 11675132 Property investment England & Wales
Civitas SPV132 Limited* 11473735 Property investment England & Wales
Civitas SPV145 Limited* 11842306 Holding company England & Wales
SPV153 Limited (previously Fieldbay Limited)* 5219012 Property investment England & Wales
Civitas SPV148 Limited* 11632633 Property investment England & Wales
Civitas SPV149 Limited* 11462691 Property investment England & Wales
Civitas SPV150 Limited* 11462555 Property investment England & Wales
FPI CO 324 Ltd* 11633019 Property investment England & Wales
Civitas Social Housing Finance Company 5 Limited* 13083077 Finance Company England & Wales
Civitas SPV7 Limited* 10536368 Property investment England & Wales
Civitas SPV13 Limited* 09517692 Property investment England & Wales
Civitas SPV37 Limited* 10738450 Property investment England & Wales
Civitas SPV44 Limited* 10588783 Property investment England & Wales
Civitas SPV49 Limited* 11031349 Property investment England & Wales
Civitas SPV56 Limited* 11056465 Property investment England & Wales
Civitas SPV62 Limited* 10937528 Property investment England & Wales
Civitas SPV65 Limited* 10938467 Property investment England & Wales
Civitas SPV67 Limited* 10937929 Property investment England & Wales
Civitas SPV68 Limited* 10938269 Property investment England & Wales
Civitas SPV98 Limited* 11478695 Property investment England & Wales
Notes to the Company Financial Statements
Continued
118
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Name Registered number Principal activity Country of incorporation
Civitas SPV99 Limited* 11478707 Property investment England & Wales
Civitas SPV104 Limited* 11532174 Property investment England & Wales
Civitas SPV108 Limited* 11532135 Property investment England & Wales
Civitas SPV113 Limited* 11580068 Property investment England & Wales
Civitas SPV123 Limited* 08253452 Property investment England & Wales
Civitas SPV133 Limited* 11698972 Property investment England & Wales
Civitas SPV134 Limited* 11689461 Property investment England & Wales
Civitas SPV135 Limited* 11579880 Property investment England & Wales
Civitas SPV136 Limited* 11579760 Property investment England & Wales
Civitas SPV143 Limited* 11546808 Property investment England & Wales
Civitas SPV144 Limited* 11546696 Property investment England & Wales
Civitas SPV146 Limited* 11861500 Holding Company England & Wales
Bryn Eithin (2019) Limited* 11844898 Property investment England & Wales
Civitas SPV147 Limited* 11861974 Holding Company England & Wales
Mynydd Mawr (2019) Limited* 11844917 Property investment England & Wales
Civitas SPV152 Limited* 11955719 Property investment England & Wales
Civitas SPV155 Limited* 12044281 Property investment England & Wales
Civitas SPV156 Limited* 12081093 Property investment England & Wales
Civitas SPV157 Limited* 12188610 Property investment England & Wales
Civitas SPV158 Limited* 12202674 Property investment England & Wales
Civitas SPV160 Limited* 12272906 Property investment England & Wales
Bedford SPV1 Limited* 12315518 Property investment England & Wales
Bridge Property Herts Limited* 12435985 Property investment England & Wales
Bridge Propco Limited* 12445439 Property investment England & Wales
FPI Co 294 Ltd* 11519226 Property investment England & Wales
Civitas SPV14 Limited* 10479041 Property investment England & Wales
Civitas SPV HP Ltd.* 12784895 Property investment England & Wales
Civitas SPV16 Limited* 09917557 Property investment England & Wales
Civitas SPV21 Limited* 10631541 Property investment England & Wales
Civitas SPV159 Limited* 12258313 Property investment England & Wales
Civitas Financing PLC* 13546154 Holding Company England & Wales
* These entities are exempt from the requirements of the Companies Act 2006 relating to the audit of individual financial statements by virtue of Section 479A of that
Act. These are all entities that have a year end of 31 March 2023.
The registered addresses for the subsidiaries are consistent based on their country of incorporation and are as follows:
●
England & Wales entities: Link Company Matters Limited, 6th Floor, 65 Gresham Street, London EC2V 7NQ
●
Jersey entities: 12 Castle Street, St Helier, Jersey JE2 3RT
9.0 Trade and other receivables
31 March 2023
£’000
31 March 2022
£’000
Trade receivables 1,544 1,150
Prepayments and other receivables 420 1,902
Accrued income 635 1,258
Total 2,599 4,310
Prepayments and other receivable amounts include prepaid legal and professional fees of £Nil (2022: £34,000) that have been
incurred in connection with acquisitions yet to be completed and £286,000 (2022: £1,046,000) in respect of uncompleted works
on the property portfolio.
Notes to the Company Financial Statements
Continued
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
119
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
10.0 Cash and cash equivalents
31 March 2023
£’000
31 March 2022
£’000
Cash held by solicitors 64 376
Liquidity funds 15,636 10,489
Cash held at bank 10,239 12,258
Cash and cash equivalents 25,939 23,123
Restricted cash 254 315
Total cash held at bank 26,193 23,438
Liquidity funds refer to money placed in money market funds. These are highly liquid funds with accessibility within 24 hours
and subject to insignificant risk of changes in value.
Cash held by solicitors is money held in escrow for expenses expected to be incurred in relation to investment properties
pending completion. These funds are available immediately on demand.
Restricted cash represents amounts held for specific commitments, tenant deposits and retention money held by lawyers in
relation to deferred payments subject to achievement of certain conditions, other retentions and cash segregated to fund repair,
maintenance and improvement works to bring the properties up to satisfactory standards for the Group and the tenants.
11.0 Trade and other payables
31 March 2023
£’000
31 March 2022
Restated
£'000
Retentions* 20 60
Accruals 745 685
Dividend withholding tax payable 940 1,057
Deferred income 374 358
Amounts due to subsidiary companies 316,128 271,632
Tenant deposits held* 207 228
Total 318,414 274,020
* Comparatives have been re-analysed to correct the analysis of £228,000 of tenant deposits which had previously been included in retentions.
12.0 Share capital
Share capital represents the nominal value of consideration received by the Company for the issue of Ordinary shares.
For the
year ended
31 March 2023
£’000
For the
year ended
31 March 2022
£’000
Share capital
At beginning and end of year 6,225 6,225
Number of shares authorised, issued and fully paid
For the
year ended
31 March 2023
For the
year ended
31 March 2022
Ordinary shares of £0.01 each
At beginning and end of year 622,461,380 622,461,380
During the year, the Company purchased 6,050,000 Ordinary shares to be held in treasury at a cost of £4,651,000 (31 March 2022:
10,025,000 Ordinary shares for £9,259,000).
During the previous year, the Company reissued 565,000 Ordinary shares held in treasury for £647,000. The cost of purchasing
these shares into treasury of £484,000 has been credited to the capital reduction reserve with the gain credited to the share
premium reserve.
At 31 March 2023, the Company held 16,075,000 (31 March 2022: 10,025,000) Ordinary shares in treasury. The shares will continue
to be held in treasury until either reissued or cancelled.
At 31 March 2023, the number of Ordinary shares used to calculate the net asset value per share is 606,386,380 (31 March 2022:
612,436,380) which excludes the shares held in treasury.
Notes to the Company Financial Statements
Continued
120
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
13.0 Share premium reserve
The share premium reserve represents the amounts subscribed for Ordinary share capital in excess of nominal value less
associated issue costs of the subscriptions.
For the
year ended
31 March 2023
£’000
For the
year ended
31 March 2022
£’000
At beginning of year 292,626 292,462
Premium arising on shares reissued from treasury – 164
At end of year 292,626 292,626
For movements in the year, please see details in note 12.0.
14.0 Capital reduction reserve
The capital reduction reserve is a distributable reserve to which the value of the cancelled share premium was transferred.
Pursuant to Article 3 of The Companies (Reduction of Share Capital) Order 2008, the balance held in the capital reduction
reserve is to be treated for the purposes of Part 23 of the Companies Act 2006 as a realised profit and therefore available for
distribution in accordance with section 830 of the Companies Act. The Company has used this reserve for the costs of buying
back shares to be held in treasury.
For the
year ended
31 March 2023
£’000
For the
year ended
31 March 2022
£'000
At beginning of year 322,365 331,140
Shares reissued from treasury – 484
Shares bought back into treasury (4,651) (9,259)
At end of year 317,714 322,365
For movements in the year, please see details in note 12.0.
15.0 Accumulated losses
This reserve represents the profits and losses of the Company.
For the
year ended
31 March 2023
£’000
For the
year ended
31 March 2022
£'000
At beginning of year (74,204) (61,473)
(Loss)/profit for the year (2,791) 21,362
Dividends paid (34,459) (34,093)
At end of year (111,454) (74,204)
16.0 Controlling parties
As at 31 March 2023, there is no ultimate controlling party.
17.0 Related party transactions
For all related party transactions and transactions with the Investment Adviser please make reference to notes 30.1 and 30.2 of
the Group’s consolidated financial statements and amounts due to subsidiary companies in note 11.0 above.
18.0 Post balance sheet events
Please refer to note 33.0 of the Group Consolidated financial statements on page 110.
Since the year end, Civitas Social Housing Jersey 1 Limited and Civitas Social Housing Jersey 2 Limited have issued dividends to
the Company totalling £10,246,000.
Notes to the Company Financial Statements
Continued
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS
121
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
ADDITIONAL INFORMATION
Additional
Information
122 Appendix 1 (unaudited)
126 Five Year Financial Results
128 Shareholder Information
129 Glossary
131 Company Information
122
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
The Group has chosen to adopt EPRA best practice guidelines for calculating key alternative performance measures. Notes 1.0
to 7.0 support the EPRA metrics disclosed on pages 28 and 29 of the Report where the definition and purpose of each metric
are outlined.
1.0 EPRA Earnings
For the year
ended
31 March 2023
For the year
ended
31 March 2022
Earnings from operational activities
Profit after taxation (£’000) 25,472 44,754
Change in fair value of derivative financial instruments (£’000) 2,826 (2,675)
Changes in value of investment properties (£’000) (2,640) (12,269)
Costs of early repayment of debt (£'000) 1,271 –
EPRA Earnings (£’000) 26,929 29,810
Weighted average number of shares in issue (adjusted for shares held in treasury) 608,552,681 618,797,942
EPRA Earnings per share (EPS) – basic & diluted 4.43p 4.82p
2.0 EPRA NAV Metrics
EPRA Net
Reinstatement
Value
EPRA Net
Tangible
Assets
EPRA Net
Disposal
Value
31 March 2023
Net assets (£’000) 661,909 661,909 661,909
Fair value of derivative financial instruments (£’000) (8,129) (8,129) –
Adjustment to fair value for bank borrowings (£'000) – – 11,736
NAV (£’000) 653,780 653,780 673,645
Number of shares in issue (adjusted for shared held in treasury) 606,386,380 606,386,380 606,386,380
NAV per share 107.82p 107.82p 111.09p
EPRA Net
Reinstatement
Value
EPRA Net
Tangible
Assets
EPRA Net
Disposal
Value
31 March 2022
Net assets (£’000) 675,547 675,547 675,547
Fair value of derivative financial instruments (£’000) (2,131) (2,131) –
Adjustment to fair value for bank borrowings (£'000) – – 2,644
NAV (£’000) 673,416 673,416 678,191
Number of shares in issue (adjusted for shared held in treasury) 612,436,380 612,436,380 612,436,380
NAV per share 109.96p 109.96p 110.74p
3.0 EPRA Net Initial Yield
For the
year ended
31 March 2023
For the
year ended
31 March 2022
Investment property (£’000) 978,147 968,756
Allowance for estimated purchasers’ costs (£’000) 59,973 56,412
Gross up completed property portfolio (£’000) 1,038,120 1,025,168
Annualised net rents (£’000) 57,654 54,091
Add: notional rent expiration of rent free periods or other lease incentives (£’000) – –
Topped-up net annualised rent (£’000) 57,654 54,091
EPRA NIY 5.55% 5.28%
EPRA Topped-up NIY 5.55% 5.28%
Appendix 1 (unaudited): Notes to the calculation of EPRA and other
alternative performance measures
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS
123
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
ADDITIONAL INFORMATION
4.0 EPRA Vacancy Rate
For the
year ended
31 March 2023
For the
year ended
31 March 2022
Estimated Market Rental Value (ERV) of vacant spaces (£’000) 10 –
Estimated Market Rental Value (ERV) of whole portfolio (£’000) 57,654 54,091
EPRA Vacancy Rate 0.02% 0.00%
5.0 EPRA Costs Ratio
For the
year ended
31 March 2023
£'000
For the
year ended
31 March 2022
£'000
Total administrative and operating expenses 11,821 10,247
Direct property expenses 1,941 978
Less property expenses recovered through rents (1,512) (995)
EPRA Costs (including direct vacancy costs) 12,250 10,230
Direct vacancy costs – –
EPRA Costs (excluding direct vacancy costs) 12,250 10,230
Rental income 54,607 51,636
Less rechargeable costs received (1,512) (995)
Gross rental income 53,095 50,641
EPRA Cost Ratio (including direct vacancy costs) 23.07% 20.20%
EPRA Cost Ratio (excluding direct vacancy costs) 23.07% 20.20%
The Group has not incurred any direct vacancy costs.
6.0 EPRA LTV
31 March 2023
£'000
31 March 2022
£'000
Net Debt
Borrowings from financial institutions (£'000) 367,925 357,050
Cash and cash equivalents (£'000) (35,588) (53,337)
332,337 303,713
Total Property Value
Investment properties at fair value (£'000) 953,364 945,237
Net receivables (£'000) 26,743 26,892
980,107 972,129
EPRA LTV 33.91% 31.24%
31 March 2023
£'000
31 March 2022
£'000
Net receivables comprises
Other receivables 24,783 23,519
Trade and other receivables 11,260 12,865
Less trade and other payables (9,300) (9,492)
Total 26,743 26,892
Appendix 1 (unaudited): Notes to the calculation of EPRA and other
alternative performance measures
Continued
124
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
31 March 2023
£'000
31 March 2022
£'000
Components of Net Assets used in EPRA LTV calculation
Investment properties at fair value 953,364 945,237
Net receivables 26,743 26,892
Cash and cash equivalents 35,588 53,337
Less borrowings from financial institutions (367,925) (357,050)
Net assets used in the EPRA LTV calculation 647,770 668,416
Less amounts excluded from the calculation
Interest rate derivatives 8,129 2,131
Unamortised loan issue costs 6,010 5,000
Net assets 661,909 675,547
7.0 EPRA Table of Capital Expenditure
For the
year ended
31 March 2023
£’000
For the
year ended
31 March 2022
£’000
Acquisitions including incidental costs of purchase 543 33,466
Development – –
Investment properties
Incremental lettable space – –
Enhancing lettable space 4,944 5,818
Tenant incentives 1,700 1,614
Other material non-allocated types of expenditure – –
Capitalised interest – –
Total Capital Expenditure 7,187 40,898
Conversion from accruals to cash basis (597) 1,312
Total Capital Expenditure on a cash basis 6,590 42,210
The Group has not capitalised any overhead or operating expenses.
The Group has no Joint Ventures so there is no joint venture property to disclose in the above table.
Appendix 1 (unaudited): Notes to the calculation of EPRA and other
alternative performance measures
Continued
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS
125
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
ADDITIONAL INFORMATION
8.0 Leveraged Internal Rate of Return (IRR)
This is the annual growth rate, based on growth in net asset value per share since launch and dividends paid to
Ordinary shareholders.
31 March 2023 31 March 2022
NAV per share 109.1600p 110.3000p
31 May 2017 Interim dividend 0.7500p 0.7500p
31 August 2017 Interim dividend 0.7500p 0.7500p
30 November 2017 Interim dividend 0.7500p 0.7500p
9 March 2018 Interim dividend 0.7500p 0.7500p
8 June 2018 Interim dividend 1.2500p 1.2500p
7 September 2018 Interim dividend 1.2500p 1.2500p
30 November 2018 Interim dividend 1.2500p 1.2500p
11 January 2019 Interim dividend 1.1100p 1.1100p
28 February 2019 Interim dividend 0.1400p 0.1400p
7 June 2019 Interim dividend 1.3250p 1.3250p
6 September 2019 Interim dividend 1.3250p 1.3250p
29 November 2019 Interim dividend 1.3250p 1.3250p
28 February 2020 Interim dividend 1.3250p 1.3250p
12 June 2020 Interim dividend 1.3250p 1.3250p
7 September 2020 Interim dividend 1.3500p 1.3500p
4 December 2020 Interim dividend 1.3500p 1.3500p
1 March 2021 Interim dividend 1.3500p 1.3500p
11 June 2021 Interim dividend 1.3500p 1.3500p
10 September 2021 Interim dividend 1.3875p 1.3875p
13 December 2021 Interim dividend 1.3875p 1.3875p
11 March 2022 Interim dividend 1.3875p 1.3875p
28 June 2022 Interim dividend 1.3875p –
9 September 2022 Interim dividend 1.4250p –
9 December 2022 Interim dividend 1.4250p –
11 March 2023 Interim dividend 1.4250p –
139.0100p 134.4875p
NAV per share at launch 98.0000p 98.0000p
Levered IRR 6.29% 6.63%
Appendix 1 (unaudited): Notes to the calculation of EPRA and other
alternative performance measures
Continued
126
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Group Statement of Comprehensive Income
For the
year ended
31 March 2023
£’000
For the
year ended
31 March 2022
£’000
For the
year ended
31 March 2021
£’000
For the
year ended
31 March 2020
£’000
For the
year ended
31 March 2019
£’000
Revenue
Rental income 54,607 51,636 49,020 46,165 35,738
Less direct property expenses (1,941) (978) (1,175) (259) –
Net rental income 52,666 50,658 47,845 45,906 35,738
Directors’ remuneration (211) (206) (198) (176) (163)
Investment advisory fees (6,217) (6,132) (6,117) (6,183) (6,457)
General and administrative expenses (5,393) (3,909) (3,183) (3,501) (3,022)
Total expenses (11,821) (10,247) (9,498) (9,860) (9,642)
Change in fair value of investment properties 2,640 12,269 5,511 9,389 3,652
Operating Profit 43,485 52,680 43,858 45,435 29,748
Finance income 148 7 20 110 491
Finance expenses – relating to bank borrowings (15,335) (10,608) (7,737) (7,342) (3,975)
Finance expenses – relating to C share amortisation – – – – (6,400)
Change in fair value of interest rate derivatives (2,826) 2,675 (66) (478) –
Profit before tax 25,472 44,754 36,075 37,725 19,864
Taxation – – – – –
Profit being total comprehensive income 25,472 44,754 36,075 37,725 19,864
Earnings per share – basic 4.19p 7.23p 5.80p 6.06p 4.67p
Earnings per share – diluted 4.19p 7.23p 5.80p 6.06p 4.22p
Dividend declared (per share) 5.70p 5.55p 5.40p 5.30p 5.00p
Five Year Financial Results
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS
127
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
ADDITIONAL INFORMATION
Group Statement of Financial Position
31 March 2023
£’000
31 March 2022
£’000
31 March 2021
£’000
31 March 2020
£’000
31 March 2019
£’000
Assets
Non-current assets
Investment property 953,364 945,237 893,684 867,988 820,094
Other receivables 24,783 23,519 21,905 10,755 6,824
Interest rate derivatives 8,129 2,131 – – –
986,276 970,887 915,589 878,743 826,918
Non-current assets
Trade and other receivables 11,260 12,865 12,821 10,838 5,723
Cash and cash equivalents 35,588 53,337 107,097 58,374 54,347
46,848 66,202 119,918 69,212 60,070
Total assets 1,033,124 1,037,089 1,035,507 947,955 886,988
Liabilities
Current liabilities
Trade and other payables (9,300) (9,492) (9,345) (7,743) (15,324)
Bank and loan borrowings – – (59,937) (59,730) –
(9,300) (9,492) (69,282) (67,473) (15,324)
Non-current liabilities
Bank and loan borrowings (361,915) (352,050) (292,183) (209,440) (205,156)
Interest rate derivatives – – (544) (478) –
(361,915) (352,050) (292,727) (209,918) (205,156)
Total liabilities (371,215) (361,542) (362,009) (277,391) (220,480)
Total net assets 661,909 675,547 673,498 670,564 666,508
Assets
Share capital 6,225 6,225 6,225 6,225 6,225
Share premium reserve 292,626 292,626 292,463 292,405 292,405
Capital reduction reserve 317,714 322,365 331,140 330,926 331,625
Retained earnings 45,344 54,331 43,670 41,008 36,253
Total equity 661,909 675,547 673,498 670,564 666,508
Net assets per share – basic 109.16p 110.30p 108.30p 107.87p 107.08p
Net assets per share – diluted 109.16p 110.30p 108.30p 107.87p 107.08p
Share price 53.70p 87.40p 107.80p 96.40p 96.00p
Total shareholder return (on a NAV basis) 41.84% 37.23% 29.56% 23.64% 17.45%
Leverage 35.61% 34.43% 34.48% 26.90% 22.00%
Five Year Financial Results
Continued
128
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Share Information
The Company’s Ordinary shares of 1p each are quoted
on the Official List of the FCA and traded on the premium
segment of the Main Market of the London Stock Exchange
(LSE).
SEDOL number BD8HBD3
ISIN GB00BD8HBD32
Ticker/TIDM CSH
LEI 213800PGBG84J8GM6F95
Frequency of NAV Publication
The Company’s NAV is released to the LSE on a quarterly
basis and published on the Company’s website:
www.civitassocialhousing.com.
Sources of Further Information
Copies of the Company’s Annual and Half-Yearly Reports,
Stock Exchange announcements and further information
on the Company can be obtained from its website:
www.civitassocialhousing.com.
Share Register Enquiries
The register for the Company’s Ordinary shares is
maintained by Link Group. In the event of queries
regarding your holding, please contact the Registrar
on 0371 664 0300 (calls are charged at the standard
geographic rate and will vary by provider; calls outside
the UK will be charged at the applicable international
rate). Lines are open between 9.00am and 5.30pm,
Monday to Friday, excluding public holidays in England
and Wales. You can also email enquiries@linkgroup.co.uk.
Changes of name and/or address must be notified in
writing to the Registrar: Link Group, Central Square,
29 Wellington Street, Leeds LS1 4DL
Key Dates
June Annual results announced
Payment of fourth interim dividend
September Company’s half-year end
Annual general meeting
Payment of first interim dividend
December Half-yearly results announced
Payment of second interim dividend
February Payment of third interim dividend
March Company’s year end
Association of Investment Companies
The Company is a member of the AIC, which
publishes statistical information in respect of
member companies. The AIC can be contacted on
020 7282 5555, enquiries@theaic.co.uk or visit the website:
www.theaic.co.uk.
Electronic Communications from
the Company
Shareholders now have the opportunity to be notified by
email when the Company’s Annual Report, Half-Yearly
Report and other formal communications are available
on the Company’s website, instead of receiving printed
copies by post. This has environmental benefits in the
reduction of paper, printing, energy and water usage, as
well as reducing costs to the Company.
If you have not already elected to receive electronic
communications from the Company and wish to do so,
please contact the Registrar.
Shareholder Information
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
129
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
AIFM means the Alternative Investment Fund Manager.
AIFMD means the Alternative Investment Fund Managers
Regulations 2013 (as amended by The Alternative
Investment Fund Managers (Amendment etc.) (EU Exit)
Regulations 2019) and the Investment Funds Sourcebook
forming part of the FCA Handbook.
ALMO means an arm’s length management organisation,
a not-for-profit company that provides housing services
on behalf of a local authority.
Alternative Performance Measures (APMs) means a
financial measure of historical financial performance,
financial position, or cash flows, other than a financial
measure defined or specified in the applicable financial
reporting framework.
Annual contracted rent roll means the annual
contractual rental income currently receivable on a
property as at the Balance Sheet date.
Approved Provider means Approved Providers, local
authorities, ALMOs, Community Interest Companies,
Registered Charities and other regulated organisations
directly or indirectly in receipt of payment from local or
central government including the NHS.
Care Provider means a provider of care services to the
occupants of Specialist Supported Housing, registered
with the Care Quality Commission.
CIM means Civitas Investment Management Limited or
CIM (formerly known as Civitas Housing Advisors Limited
until its change of name on 7 May 2020).
Community Interest Company or CIC means a
company approved by the Office of the Regulator of
Community Interest Companies as a community interest
company and registered as such with Companies House.
Company means Civitas Social Housing PLC, a company
incorporated in England and Wales with company
number 10402528.
CMA Order means the Statutory Audit Services Order
2014, issued by the Competition and Markets Authority.
Current Leverage means the percentage taken as total
bank borrowings drawn over total assets.
Dividend Yield means the ratio of total annual dividends
declared for the financial year over market price per
share.
EPRA means the European Public Real Estate Association.
EPRA EPS is the EPRA earnings divided by the weighted
average number of shares in issue in the period.
EPRA LTV is the EPRA loan to value ratio calculated as
debt net of cash balances divided by the market value
of property (including net receivables) as defined in the
EPRA Best Practice Guidelines.
EPRA Net Initial Yield (“EPRA NIY’’) is calculated as
the annualised rental income based on the cash rents
passing at the balance sheet date less non-recoverable
property operating expenses, divided by the gross
market value of the property.
EPRA Net Reinstatement Value (“EPRA NRV”) is an
EPRA NAV metric which assumes that entities never sell
assets and aims to represent the value required to rebuild
the entity.
EPRA Net Tangible Assets (“EPRA NTA”) is an EPRA
NAV metric which assumes that entities buy and sell
assets, thereby crystallising certain levels of unavoidable
deferred tax.
EPRA Net Disposal Value (“EPRA NDV”) is an EPRA
NAV metric which represents the shareholders’ value
under a disposal scenario, where deferred tax, financial
instruments and certain other adjustments are calculated
to the full extent of their liability, net of any resulting tax.
Gross Asset Value means total assets.
Group means the Company and its subsidiaries.
Housing Association or HA means an independent
society, body of trustees or company established for
the purpose of providing low-cost social housing for
people in housing need generally on a non-profit
making basis. Any trading surplus is typically used to
maintain existing homes and to help finance new ones.
Housing Associations are regulated by the Regulator of
Social Housing.
Investment Adviser means Civitas Investment
Management Limited (“CIM”), a company incorporated in
England and Wales with company number 10278444, in its
capacity as investment adviser to the Company.
IPO means Initial Public Offering.
IRR means internal rate of return.
Levered IRR means the internal rate of return including
the impact of debt.
Local Authority or LA means the administrative bodies
for the local government in England comprising 326
authorities (including 32 London boroughs).
Glossary
130
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Net Asset Value or NAV means the net asset value of the
Group on the relevant date, prepared in accordance with
IFRS accounting principles.
Net Initial Yield means the ratio of net rental income
and gross purchase price of a property.
NHS means the publicly funded healthcare system of
the United Kingdom comprising The National Health
Service in England, NHS Scotland, NHS Wales and Health
and Social Care in Northern Ireland, including, for the
avoidance of doubt, NHS Trusts.
NHS Trust means a legal entity, set up by order of the
Secretary of State under section 25 of, and Schedule 4 to,
the National Health Service Act 2006, to provide goods
and services for the purposes of the health service.
Ongoing Charges means the figure published annually
by the Company which shows the drag on performance
caused by operational expenses. More specifically, it is
the annual percentage reduction in shareholder returns
as a result of recurring operational expenses assuming
markets remain static and the portfolio is not traded.
Although the Ongoing Charges figure is based on
historical information, it provides shareholders with an
indication of the likely level of costs that will be incurred
in managing the Company in the future.
Portfolio means the Group’s portfolio of assets.
Portfolio Valuation means an independent valuation of
the Portfolio by Jones Lang LaSalle Limited or such other
property adviser as the Directors may select from time
to time, based upon the Portfolio being held, directly or
indirectly, within a corporate vehicle or equivalent entity
which is a wholly owned subsidiary of the Company and
otherwise prepared in accordance with RICS “Red Book”
guidelines.
REIT means a qualifying real estate investment trust in
accordance with the UK REIT Regime introduced by the
UK Finance Act 2006 and subsequently re-written into
Part 12 of the Corporation Tax Act 2010.
RICS means Royal Institution of Chartered Surveyors.
RSH means the Regulator of Social Housing, the
executive non-departmental public body, sponsored
by the Ministry of Housing, Communities and Local
Government, which is the regulator for Social Homes
providers in England and Wales.
Social homes or social housing means social rented
homes and other accommodation that are offered at
rents subsidised below market level or are constituents
of other appropriate rent regimes such as exempt rents
or are subject to bespoke agreement with entities such as
NHS Trusts and are provided by Approved Providers.
Specialist Supported Housing or SSH means social
housing which incorporates some form of care or other
ancillary service on the premises.
SPV means special purpose vehicle, a corporate vehicle
in which the Group’s properties are held.
Target Return means the target return on investment.
Total Return means Net Total Return, being the change
in NAV over the relevant period plus dividend paid.
Total Shareholder Return means a measure of the
return based upon share price movement over the period
plus dividend paid.
Valuation means an independent valuation of the
Portfolio by Jones Lang LaSalle Limited or such other
property adviser as the Directors may select from
time to time, prepared in accordance with RICS “Red
Book” guidelines and based upon a valuation of each
underlying investment property rather than the value
ascribed to the portfolio and on the assumption of
a theoretical sale of each property rather than the
corporate entities in which all of the Company’s
investment properties are held.
WAULT or “Weighted Average Unexpired Lease Term”
is the product of annual contracted rent roll at period end
and the time in years to when the lease expires for each
given lease, summed across leases, and then divided by
the total annual contracted rent roll of the portfolio. The
result is expressed in years. WAULT is a key measure of
the quality of the Company’s portfolio. Long lease terms
underpin the security of the Company’s income stream.
Glossary
Continued
GROUP STRATEGIC REPORT
ENVIRONMENTAL, SOCIAL
& GOVERNANCE
CORPORATE GOVERNANCE FINANCIAL STATEMENTS ADDITIONAL INFORMATION
131
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Non-executive Directors
Michael Wrobel, Chairman
Peter Baxter, Senior Independent Director and Chairman of the Nomination and Remuneration Committee
Caroline Gulliver, Chair of the Audit and Management Engagement Committee
Alison Hadden
Alastair Moss
Registered Office
Link Company Matters Limited
6th Floor
65 Gresham Street
London EC2V 7NQ
Registered no: 10402528
www.civitassocialhousing.com
Alternative Investment Fund Manager
G10 Capital Limited
3 More London Riverside
London SE1 2AQ
Investment Adviser
Civitas Investment Management Limited
25 Maddox Street
London W1S 2QN
Joint Corporate Brokers
Liberum Capital Limited
Ropemaker Place
25 Ropemaker Street
London EC2Y 9LY
Panmure Gordon (UK) Limited
One New Change
London EC4M 9AF
Company Secretary
Link Company Matters Limited
6th Floor
65 Gresham Street
London EC2V 7NQ
Administrator
Link Alternative Fund Administrators Limited
Broadwalk House
Southernhay West
Exeter EX1 1TS
Depositary
INDOS Financial Limited
5th Floor
54 Fenchurch Street
London EC3M 3JY
Registrar
Link Group
Central Square
29 Wellington Street
Leeds LS1 4DL
Independent Auditors
PricewaterhouseCoopers LLP
7 More London Riverside
London SE1 2RT
Legal and Tax Adviser
Cadwalader, Wickersham & Taft LLP
Dashwood House
69 Old Broad Street
London EC2M 1QS
Public Relations Adviser
Buchanan
107 Cheapside
London EC2V 6DN
Tax Adviser
BDO LLP
55 Baker Street
London W1U 7EU
Company Information
132
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023
Notes
Civitas Social Housing PLC
Link Company Matters Limited
6th Floor
65 Gresham Street
London EC2V 7NQ
T 020 3058 4840
E enquiries@civitasim.com
W www.civitasim.com