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1 Principal accounting policies
General information
Shaftesbury Capital PLC (formerly Capital & Counties Properties PLC) (the \u201cCompany\u201c) was incorporated and registered in England
and Wales and domiciled in the United Kingdom on 3 February 2010 under the Companies Act 2006 as a public company limited by
shares, registration number 7145051. The registered office of the Company is Regal House, 14 James Street, London, WC2E 8BU,
United Kingdom. The principal activity of the Company is to act as the ultimate parent company of Shaftesbury Capital PLC Group
(the \u201cGroup\u201c), whose principal activity is the investment and management of property.
Following the all-share merger on 6 March 2023 of Capital & Counties Properties PLC (\u201cCapco\u201d) with Shaftesbury to form
Shaftesbury Capital, the Group\u2019s assets principally comprise investment property within the West End of London, including
Covent Garden, Chinatown, Carnaby, Soho and Fitzrovia.
Basis of preparation
The Group\u2019s consolidated financial statements are prepared in accordance with United Kingdom-adopted international accounting
standards (\u201cUK-adopted IFRS\u201d or \u201cIFRS\u201d), and the applicable legal requirements of the Companies Act 2006.
The consolidated financial statements have been prepared on a going concern basis under the historical cost convention as modified
for the revaluation of property, derivative financial instruments and equity investments held at fair value through profit or loss.
All income, expenses and cash flows are generated from continuing operations and there is no material seasonal impact on the
Group\u2019s financial performance.
The Directors have taken advantage of the exemption offered by section 408 of the Companies Act 2006 not to present a separate
income statement or statement of comprehensive income for the Company. The financial statements of the Company are set out
on pages 165 to 213.
Going concern
The Directors have considered the appropriateness of adopting the going concern basis in preparing the financial statements. The
Group\u2019s going concern assessment covers the period to 30 June 2025 (the \u201cgoing concern period\u201d), being at least 12 months from
the date of authorisation of these consolidated financial statements.
Footfall across the West End is strong, particularly in our portfolio. There are high occupancy levels across the portfolio and
trading activity is positive with customer sales up 10 per cent year on year.
The West End continues to attract target brands and concepts. There is strong leasing demand across all uses delivering rental
growth. There continues to be macroeconomic and political uncertainty, including as to the prospects for interest rates and
inflation as well as geopolitical risks. The West End and the Group\u2019s unique portfolio of prime investments are not completely
insulated, however they have demonstrated remarkable resilience.
The Group maintains a strong balance sheet with a focus on resilience, flexibility and efficiency. There is significant headroom
against debt covenants and access to significant liquidity, \u00a3486 million as at 31 December 2023. In preparing the assessment of
going concern, the Directors have considered projections of the Group\u2019s liquidity, committed capital expenditure, income, costs,
cash flows and debt covenants.
The Directors have assessed a base case and a \u201csevere but plausible\u201d downside scenario.
As at the year end, the Group had net debt of \u00a31.5 billion, an EPRA LTV ratio of 31 per cent and Group interest cover of 2.1 times.
The Group is projected to have sufficient cash reserves and undrawn facilities to meet debt maturities during the going concern
period. Drawn debt is at fixed rates or currently has interest rate protection in place. Interest rate hedging is in place which caps
SONIA exposure at an average of 2.3 per cent on \u00a3350 million of notional value to December 2024 and 3.0 per cent on \u00a3250 million
for 12 months to December 2025.
The Group\u2019s debt matures between August 2024 and 2037. Debt maturities during the going concern assessment period relate
to the \u00a395 million of private placement loan notes maturing in the second half of 2024, which are expected to be funded through
cash reserves and undrawn facilities.
The Group\u2019s financial resources are expected to be sufficient to cover its commitments over the going concern period.
Relative to the Group\u2019s base case forecast, the severe but plausible downside scenario includes the following key assumptions:
\u2013 Substantial reduction in forecast rental income due to a combination of extended voids and tenant failures;
\u2013 Elevated SONIA rates in excess of current market expectations; and
\u2013 Declines in rental values, along with a widening of valuation yields, resulting in reduced asset values.
The near-term impact of climate change risks within the going concern period have been considered in the severe but plausible
downside scenario and are expected to be immaterial.
Under the severe but plausible downside scenario, the Group is expected to remain in compliance with the loan-to-value and
interest cover covenants of its individual financing arrangements.
In addition to considering a severe but plausible downside scenario, the Board has also undertaken reverse stress testing,
which indicates that the Group could withstand a decrease of 38 per cent in income and valuations, before breaching its debt
financial covenants.
Based on their analysis, the Directors are satisfied that there is a reasonable expectation that the Group will be able to meet its
ongoing and future commitments for at least 12 months from the date of approval of the financial statements and have therefore
resolved that the Group\u2019s financial statements be prepared on a going concern basis.
Critical accounting judgements and key sources of estimation and uncertainty
The preparation of consolidated financial statements in accordance with IFRS requires the Directors to make judgements,
estimates and assumptions that affect the reported amounts of assets, liabilities, equity, income and expenses from sources
not readily apparent. Although these estimates and assumptions are based on management\u2019s best knowledge of the amount,
historical experiences and other factors, actual results ultimately may differ from those estimates. The estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period.
The most significant area of estimation uncertainty is in respect of the valuation of the property portfolio, including the merger
date valuation of the investment properties acquired in the business combination, where external valuations are obtained.
The fair value of the Group\u2019s investment and trading property (trading property included within the Lillie Square joint venture) at
31 December 2023 was determined by independent, appropriately qualified external valuers CBRE and Cushman & Wakefield
for the wholly-owned property portfolio, JLL for the Lillie Square joint venture and Knight Frank for the Longmartin associate.
The valuations conform to the Royal Institution of Chartered Surveyors (\u201cRICS\u201d) Valuation Professional Standards.
As various inputs used in the valuation calculations are based on assumptions, property valuations are inherently subjective and
subject to a degree of estimation uncertainty. The Group\u2019s external valuers have made a number of assumptions including, but
not limited to, market yields, ERVs and void periods. These assumptions are in accordance with the RICS Valuation Professional
Standards, however, if any prove to be incorrect, it may mean that the value of the Group\u2019s properties differs from their valuation
reported in the financial statements, which could have a material effect on the Group\u2019s financial position. The key unobservable
inputs used in the valuation models are those in respect of equivalent yields and ERV, which are summarised on page 223. Further
information on the approach taken by the valuers in valuing the property portfolio and a sensitivity analysis on equivalent yields
and ERV, which are the most significant assumptions impacting the fair values, is set out in note 14 to the financial statements.
Other areas of estimation in the financial statements (which are not considered critical) include REIT compliance, the impairment
of and expected credit loss allowance on trade receivables, share-based payments and the fair value estimation of the remaining
assets acquired, and liabilities assumed in the business combination and the likelihood of contingent liabilities resulting in future
liabilities for the Group.
The significant judgement in the preparation of these financial statements included determining the accounting acquirer in the
business combination. As set out in IFRS 3 \u2018Business Combinations\u2019, one of the combining entities is required to be identified as
the acquirer and one as the acquiree. In a business combination effected primarily by exchanging equity interests, the acquirer
is usually the entity that issues its equity interests. The pertinent facts and circumstances of the merger have been reviewed and
considered by management and it is the Directors\u2019 view that although on completion, Shaftesbury shareholders (excluding the
existing Capco shareholding in Shaftesbury) owned approximately 53 per cent of the combined Group, having regard to a number
of factors, Capco was the acquirer for IFRS 3 accounting purposes. The transaction, whilst implemented through an offer, was
effectively structured as a merger with the economic terms having regard to relative NTAs and market capitalisations.
Upon merger Capco was the entity issuing its equity interests and already held a 25.2 per cent shareholding in Shaftesbury held since
2020. The balance of the Board, Executive Directors and Executive Committee in the combined Group was also assessed. Following
completion of the merger in March 2023 the Board comprised six Shaftesbury and four Capco directors. The three Executive Directors
comprised two Capco directors, the Chief Executive and Chief Financial Officer, and one Shaftesbury director, the Chief Operating
Officer. Following completion of the merger, an Executive Committee, comprising three Capco and two Shaftesbury leadership team
members, was established and was responsible for the day-to-day management and operation of the Group. In December 2023 the
Chief Operating Officer stepped down from the Board and left the Company, as did three Non-executive Directors in January 2024.
Following these departures, the Board now includes two Executive Directors being the Chief Executive and Chief Financial Officer,
both former Capco directors. The Executive Committee now comprises three Capco and one Shaftesbury leadership team members,
and continues to be responsible for the day-to-day management and operation of the Group.
New accounting policies
In the current year, the Group has applied the below amendments to IFRS Standards and Interpretations issued by the International
Accounting Standards Board that are effective for annual periods that begin on or after 1 January 2023. Their adoption has not had
any material impact on the disclosures or on the amounts reported in these consolidated financial statements.
\u2013 IAS 1 \u2018Presentation of Financial Statements\u2019 and IFRS Practice Statement 2 (amendment) (Disclosure of Accounting Policies)
\u2013 IAS 8 \u2018Accounting Policies, Changes in Accounting Estimates, and Errors\u2019 (amendment) (Definition of Accounting Estimates)
\u2013 IAS 12 \u2018Income Taxes\u2019 (amendment) (Deferred Tax related to Assets and Liabilities arising from a Single Transaction)
\u2013 IFRS 10 \u2018Consolidated Financial Statements\u2019 and IAS 28 \u2018Investments in Associates and Joint Ventures\u2019 (amendment) (Sale
or contribution of assets between an investor and its associate or joint venture)
\u2013 IFRS 17 \u2018Insurance contracts\u2019
\u2013 International Tax Reform \u2013 Pillar Two Model Rules (Amendments to IAS 12)
At the date of approval of the consolidated financial statements the following standards and interpretations which have not been
applied in these consolidated financial statements were in issue but not effective, and in some cases have not been adopted for
use under UK-adopted international accounting standards:
\u2013 IAS 1 \u2018Presentation of Financial Statements\u2019 (amendment) (Classification of Liabilities as Current or Non-Current)
\u2013 IAS 1 \u2018Presentation of Financial Statements\u2019 (amendment) (Non-current Liabilities with Covenants)
\u2013 IAS 7 and IFRS 7 \u2018Statement of Cash Flows and Financial Instrument Disclosure\u2019 (amendment) (Supplier Finance Arrangements)
\u2013 IFRS 16 \u2018Leases\u2019 (amendment) (Lease liability in a sale and leaseback)
The Group has assessed the impact of these new standards and interpretations and does not anticipate any material impact on
the consolidated financial statements.
Changes in accounting policies
Following the merger an alignment of accounting policies has been conducted leading to the following amendments:
Adjustment to investment property for deferred letting fees
Previously in the Capco (now Shaftesbury Capital) financial statements the Group accounted for deferred letting fees in the
consolidated balance sheet and amortised to property costs on a straight-line basis over the lease term without a corresponding
deduction from the market value of investment property due to this not being material. Deferred letting fees are considered initial
direct costs and are deducted from the market value of investment property to calculate the carrying value. A \u00a34.1 million
adjustment has been made, reflecting the balance as at 1 January 2023, as a deduction from investment property and there
is a corresponding revaluation loss. The adjustment is not material and therefore has not been applied retrospectively.
Tenant lease incentives and deferred letting fees \u2013 change in lease term
Under IFRS 16 \u2018Leases\u2019 the lease term is defined as the non-cancellable period of a lease, together with both periods covered
by an option to extend or terminate the lease if the lessee is reasonably certain to exercise that option.
Previously, in the Capco (now Shaftesbury Capital) financial statements, the Group amortised tenant lease incentives and deferred
letting fees on a straight-line basis over the lease term to lease expiry as the assumption was that lessees were reasonably certain
not to exercise their option at break date. This has been amended such that all lease incentives are amortised over the non-
cancellable period of the lease.
The comparative financial information has not been restated to reflect this change in accounting policy as the adjustment is not
material and would have no impact on net assets nor profit for the period and has instead been adjusted prospectively. As a result,
the straight-lining of lease incentives has been reduced by \u00a34.1 million and deferred letting fees have been reduced by \u00a31.0 million
in the consolidated income statement, with a reduction of \u00a35.1 million within other receivables in the consolidated balance sheet.
As tenant lease incentives and deferred letting fees are deducted from the market value of investment property to reach the
carrying value, the adjustment is also reflected through investment property on the consolidated balance sheet and revaluation
of investment property in the consolidated income statement.
A summary of the Group\u2019s principal accounting policies, which have been applied consistently across the Group, is set out on the
following pages.
Basis of consolidation
These consolidated financial statements include the consolidation of the following limited partnerships: Capital & Counties CGP
and Innova Investment Group Holdings LP. The members of these qualifying partnerships have taken advantage of exemptions
available in Statutory Instrument 2008/569 and therefore will not produce consolidated financial statements at the partnership
level or submit such annual reports to Companies House.
The consolidated financial statements are prepared in British pounds sterling, which is also determined to be the functional
currency of the Company.
Subsidiaries
Subsidiaries are fully consolidated from the date on which the Group has control, is exposed, or has rights to variable returns
from its involvement with an entity and has the ability to affect those returns through its power over an entity. Subsidiaries cease
to be consolidated from the date this control is lost.
Business combinations
The acquisition of subsidiaries is accounted for using the acquisition method (at the point the Group gains control over a business
as defined by IFRS 3 \u2018Business Combinations\u2019).
The cost of an acquisition is measured as the aggregate of the consideration transferred, which includes the cash paid and the aggregate
of the fair values, at the date of exchange, of other assets transferred, liabilities incurred or assumed, and equity instruments issued by
the Group in exchange for control of the acquiree, and the amount of any non-controlling interests in the acquiree.
Acquisition-related costs are expensed as incurred. The acquiree\u2019s identifiable assets, liabilities and contingent liabilities that
meet the conditions for recognition under IFRS 3 Business Combinations are recognised at their fair value at the acquisition date.
Goodwill represents the excess of the cost of acquisition of a business combination over the fair value of the identifiable net assets
of the business acquired at the date of acquisition. In the case that the fair value of the identifiable net assets acquired is greater
than the total consideration paid, negative goodwill arises on the acquisition. The negative goodwill is recognised as a gain on
bargain purchase in the consolidated income statement.
Joint ventures and associates
Joint ventures are those entities over whose activities the Group has joint control, established by contractual agreement.
Associates are all entities over which the Group has significant influence but not control or joint control. This is generally the case
where the Group holds between 20% and 50% of the voting rights.
When joint control is no longer demonstrated, but significant influence is, a previously accounted for joint venture is accounted
for as an associate.
Investments in joint ventures and associates are accounted for using the equity method. On initial recognition the investment is
recognised at cost, and the carrying amount is subsequently increased or decreased to recognise the Group\u2019s share of the profit
or loss of the joint venture or associate after the date of acquisition.
The Group\u2019s investments in joint ventures or associates are presented separately on the consolidated balance sheet and the
Group\u2019s share of the joint ventures or associates\u2019 post-tax profit or loss for the period is also presented separately in the
consolidated income statement.
Where there is an indication that the Group\u2019s investment in a joint venture or associate may be impaired, the Group evaluates the
recoverable amount of its investment, being the higher of the joint venture or associate\u2019s fair value less costs to sell and value in
use. If the recoverable amount is lower than the carrying value an impairment loss is recognised in the consolidated statement of
comprehensive income.
If the Group\u2019s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the
Group does not recognise further losses, unless it has legal or constructive obligations to make payments on behalf of the joint
venture or associate.
Dividends received or receivable from joint ventures or associates are recognised as a reduction in the carrying amount of
the investment.
Revenue recognition
Rental receivable arises from operating leases granted to tenants and is recognised as revenue on a straight-line basis over the
lease term.
Tenant lease incentive payments, and in certain instances surrender premium payments which are directly linked to new leases,
are amortised on a straight-line basis over the non-cancellable period of the lease, being the earlier of its expiry date or the date
of the first break option as a reduction in net rental income. Surrender premiums received for early termination of leases are
reflected in gross profit.
Lease modifications are accounted for as a new lease from the effective date of the modification, considering any prepaid or
accrued lease payments relating to the original lease as part of the lease payments for the new lease. On entering into a lease
modification any initial direct costs associated with the lease, including surrender premia previously paid, are derecognised
through costs in the year.
When a concession is provided for rent receivables past due the concession is accounted for as an impairment through the
expected credit loss model in accordance with IFRS 9.
Contingent rents, being those lease payments that are not fixed at the inception of a lease, for example increases arising on
rent reviews and turnover rent, are recorded as income in the periods in which they are earned.
Service charge income in the ordinary course of business is recorded as income over time in the year in which the services
are provided. As the Group acts as a principal, service charge income and costs are shown gross in the financial statements.
Where revenue is obtained by the sale of property, it is recognised when the buyer obtains control of the property. This will
normally take place on legal completion.
Other income
Other income includes management fees charged to joint ventures and associates for services associated with the management of
properties and other general expenses as defined by management agreements. These fees are recognised over time, using time elapsed
as the input method which measures the benefit simultaneously received and consumed by the customer, over the period the services
are provided.
Dividend income is included in other income and recognised when the right to receive payment is established.
Income taxes
Current tax is the amount payable on the taxable income for the year and any adjustment in respect of prior years. It is calculated
using rates that have been enacted or substantially enacted by the balance sheet date.
Deferred tax is provided for using the balance sheet liability method on temporary differences between the carrying amounts
of assets and liabilities for financial reporting purposes and the tax bases of those assets and liabilities. However, temporary
differences are not recognised to the extent that they arise from the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and at the time of the transaction, affects neither accounting nor taxable profit
or loss (except leases); or are associated with investments in subsidiaries, joint ventures and associates where the timing of the
reversal of the temporary difference can be controlled by the parent, venture or investor, respectively, and it is probable that
the temporary differences will not reverse in the foreseeable future.
Deferred tax is determined using tax rates that have been enacted or substantively enacted by the balance sheet date and are
expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
Deferred tax assets are recognised only to the extent that management believes it is probable that future taxable profit will be
available against which the deferred tax assets can be recovered. Deferred tax assets and liabilities are only offset when there is a
legally enforceable right to offset current tax assets and liabilities and when the deferred tax assets and liabilities relate to income
taxes levied by the same tax authority on either the same taxable group or different taxable entities where there is an intention to
settle balances on a net basis.
Tax is included in the consolidated income statement except when it relates to items recognised directly in equity, in which case
the related tax is also recognised directly in equity.
Share-based payment
The Group administers a long-term incentive plan and a legacy Sharesave scheme (SAYE). The cost of granting share options
and other share-based remuneration to employees and Directors is recognised through the consolidated income statement with
reference to the fair value of the instrument at the date of grant.
The cost of granting share options to employees is charged to the consolidated income statement over the vesting period of
the options with a corresponding increase in equity. An option pricing model is used in calculating the fair value of the long-term
incentive plan, applying assumptions around expected yields, forfeiture rates, exercise price and volatility.
The fair value of the Sharesave scheme is calculated using a modified binomial pricing model.
Upon eventual exercise, a reserves transfer occurs with no further charge reflected in the consolidated income statement.
Own shares held in connection with employee share plans and other share-based payment arrangements are treated as treasury
shares and deducted from equity.
Investment property
Investment property is owned or leased by the Group and held for long-term rental income and capital appreciation.
The Group has chosen to use the fair value model. Property and any related obligations are initially recognised when the significant
risks and rewards attached to the property have transferred to the Group. Payments made in respect of the future acquisition of
investment property are initially recognised as prepayments until the recognition criteria outlined above have been met. Investment
property is recorded at cost and subsequently revalued at the balance sheet date to fair value as determined by professionally
qualified external valuers on the basis of market value.
The fair value of property is arrived at by adjusting the market value as above for directly attributable tenant lease incentives,
deferred letting fees and fixed head leases.
Property held under leases is stated gross of the recognised lease liability.
The valuation is based upon assumptions as outlined within the property portfolio note. These assumptions conform to the RICS
Valuation Professional Standards.
When the Group redevelops a property for continued future use, that property is classified as investment property during the
redevelopment period and continues to be measured at fair value. Gains or losses arising from changes in the fair value of
investment property are recognised in the consolidated income statement in the period in which they arise. Depreciation is
not provided in respect of investment property including plant and equipment integral to such investment property. Investment
properties cease to be recognised as investment property when they have been disposed of or when they cease to be held for
the purpose of generating rental income or for capital appreciation.
Disposals are recognised on completion. Gains or losses arising are recognised in the consolidated income statement. The
gain on disposal is determined as the difference between the net sales proceeds and the carrying amount of the asset at the
commencement of the accounting period, plus capital expenditure in the period.
When the use of a property changes from trading property to investment property, the property is transferred at fair value with
any resulting gain or loss recognised in the consolidated income statement.
Trading property
Trading property comprises those properties that in the Directors\u2019 view are not held for long-term rental income or capital appreciation
and are expected to be disposed of within one year of the balance sheet date or to be developed with the intention to sell.
Such property is constructed, acquired, or if transferred from investment and development property, transferred at fair value which is
deemed to represent cost. Subsequently trading property is carried at the lower of cost and net realisable value. Net realisable value is
the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling costs. This approximates
market value as determined by professionally qualified external valuers at the balance sheet date. Details of the valuation methodology
are set out in note 14 \u2018Property Portfolio\u2019.
The amount of any write down of trading property to market value is recognised as an expense in the period the write down
occurs. Should a valuation uplift occur in a subsequent period, the amount of any reversal shall be recognised as a reduction
in the previous write down in the period in which the uplift occurs. This may not exceed the property\u2019s cost.
The sale of trading property is recognised as revenue when the buyer obtains control of the property. Total costs incurred in
respect of trading property are recognised simultaneously as an expense.
Owner-occupied property
Owner-occupied property comprises property held for use in the production or supply of goods or services or for administrative
purposes. Investment property is transferred to owner-occupied on commencement of entering into a lease for material elements
of the property. The property is transferred and subsequently carried at market value, which is determined in the same manner
as investment property. Revaluation gains are recognised in equity. A revaluation loss will reverse any previous revaluation gain
recorded in equity with the residual recognised in profit or loss.
Leases
The Group assesses whether a contract is or contains a lease, at inception of the contract.
As a lessee the Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and
short-term leases, including IT equipment. The Group recognises the lease payments associated with these leases as an expense
on a straight-line basis over the lease term.
As a lessor the Group classifies its leases as either operating or finance leases. A lease is classified as a finance lease if it transfers
substantially all the risk and rewards incidental to ownership of the underlying asset, and classified as an operating lease if it
does not. The Group accounts for a modification to an operating lease as a new lease from the effective date of the modification,
considering any prepaid or accrued lease payments relating to the original lease as part of the lease payments for the new lease.
Investments and other financial assets
On initial recognition, a financial asset is classified as either measured at amortised cost, fair value through other comprehensive
income, or fair value through profit or loss.
Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for
managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period
following the change in the business model.
For assets measured at fair value through profit or loss, gains and losses will be recorded in profit or loss.
Purchases and sales of financial assets are recognised on trade date, being the date on which the Group commits to purchase
or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired
or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value
through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of
financial assets carried at fair value through profit or loss are expensed in the consolidated statement of comprehensive income.
Financial assets at fair value through profit or loss comprise listed equity investments and included the Group\u2019s investment in
Shaftesbury till the date of the all-share merger. The Group subsequently measures all equity investments at fair value. Changes
in the fair value of financial assets at fair value through profit or loss are recognised in other gains or losses in the consolidated
income statement.
Financial assets at amortised costs include amounts receivable from joint ventures and associates.
Derivative financial instruments
The Group uses non-traded derivative financial instruments to manage exposure to interest rate risk. They are initially recognised
on the trade date at fair value and subsequently remeasured at fair value based on market price. The method of recognising the
resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item
being hedged. Instruments that have not been designated as qualifying for hedge accounting are classified as fair value through
profit and loss. Changes in the fair value of these instruments are split into interest (calculated as the accrued and realised cash
flows) and other changes in fair value. Interest is recognised in finance income or costs and changes in fair value are recognised
in change in fair value of financial instruments in the consolidated income statement.
Trade and other receivables
Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost. The methodology
for assessment of impairment is defined in the following paragraph.
Impairment of financial assets The Group applies the IFRS 9 expected credit loss model in order to calculate a lifetime expected loss allowance for all financial assets. To measure the expected credit loss, receivables are reviewed on an individual contract basis. The expected loss rates are based on forward-looking information as well as historical evidence of collection. For rent receivables, all tenants are allocated a risk rating, as determined by management, and provided a rating of maximum, high, medium and low risk. The classification is developed by taking into consideration information on the tenant\u2019s credit rating, current financial position, historical trading performance, historical default rate and the operational performance of the business. In assessing the provision the Group identifies risk factors associated by sector (food and beverage, retail, hospitality, office and residential) and the type of rent receivable outstanding (rent arrears, service charge, other). In determining the provision on a tenant by tenant basis, the Group considers both recent payment history and future expectations of the tenant\u2019s ability to pay or possible default in order to recognise an expected credit loss allowance. Based on sector and rent receivable type a provision is provided in addition to a full provision for maximum risk tenants or tenants with significant financial issues. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the original impairment was recognised, the impairment reversal is recognised in the consolidated statement of comprehensive income on a basis consistent with the original charge. Tenant lease incentives are impaired based on an assessment of tenant affordability. For amounts receivable from joint ventures and associates, impairment is assessed by comparing the carrying amount of the loans and receivables to the discounted present value of the estimated future cash flows from the joint ventures and associates. Cash and cash equivalents Cash and cash equivalents are recognised at fair value. Cash and cash equivalents comprise cash on hand, deposits held at call with financial institutions, certain tenant deposits and other short-term highly liquid investments with original maturities of three months or less. Tenant deposits held against tenants\u2019 rent payment obligations in bank accounts administered by the Group are classified as cash and cash equivalents. Tenant deposits held against tenants\u2019 rent payment obligations in bank accounts administered by the Group\u2019s managing agent are not included within the consolidated balance sheet. The Group holds cash on deposit as security for certain secured term loans and secured bank facilities, and where there are certain conditions restricting their use. Cash held on deposit which has conditions restricting its use and is not available on demand, liquid or readily convertible, is classified within other receivables. Trade and other payables Trade payables are obligations for goods or services acquired in the ordinary course of business. Trade and other payables are recognised at fair value and subsequently measured at amortised cost until settled. Borrowings Borrowings comprise bank loans, secured loan facilities, loan notes and compound financial instruments. Bank loans, secured loan facilities and loan notes are ordinarily recognised initially at their net proceeds as an approximation of fair value. If the transaction price is not an approximation of fair value at initial recognition, the Group determines the fair value as evidenced by a quoted price in an active market for an identical instrument or based on a valuation technique that uses data from observable markets. Bank loans and loan notes are subsequently carried at amortised cost. Any transaction costs, premiums or discounts are capitalised and recognised over the contractual life of the loan using the effective interest rate method, or on a straight-line basis where it is impractical to do so. In the event of early repayment, transaction costs, premia or discounts paid and unamortised costs are recognised immediately in the consolidated income statement. Compound financial instruments issued by the Group comprise exchangeable bonds that are convertible into shares. The exchangeable bonds were bifurcated into a liability and embedded derivative option component on initial recognition. The carrying value of the liability at initial recognition is the difference between the fair value of the entire instrument as a whole and the embedded derivative\u2019s fair value. Any directly attributable transaction costs are allocated to each component in proportion to their initial carrying amounts. The issue costs apportioned to the embedded derivative are recognised immediately in the consolidated income statement. Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest method. Any transaction costs apportioned to the liability are included in the carrying amount and recognised over the contractual life of the liability using the effective interest rate method. When a facility has been modified an assessment of modification and extinguishment is performed reviewing both quantitative and qualitative factors. Interest related to the financial liability is recognised in the consolidated income statement. The embedded derivative is measured at fair value with the fair value adjustment accounted for in the consolidated income statement.
Pensions
The costs of the defined contribution scheme and the Group\u2019s personal pension plans are charged against profits or losses in the
year in which they are incurred.
Contingent liabilities and capital commitments
Contingent liabilities are disclosed where there are present or possible obligations arising from past events, but the economic
impact is uncertain in timing, occurrence or amount. A description of the nature and, where possible, an estimate of the financial
effect of contingent liabilities are disclosed.
Capital commitments are disclosed when the Group has a contractual future obligation which has not been provided for at the
balance sheet date. Amounts are only provided for where such obligations are onerous.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised
as a deduction from equity, net of any tax effects.
", "dimensions": { "concept": "ifrs-full:DisclosureOfMaterialAccountingPolicyInformationExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-323": { "value": "General information Shaftesbury Capital PLC (formerly Capital & Counties Properties PLC) (the \u201cCompany\u201c) was incorporated and registered in England and Wales and domiciled in the United Kingdom on 3 February 2010 under the Companies Act 2006 as a public company limited by shares, registration number 7145051. The registered office of the Company is Regal House, 14 James Street, London, WC2E 8BU, United Kingdom. The principal activity of the Company is to act as the ultimate parent company of Shaftesbury Capital PLC Group (the \u201cGroup\u201c), whose principal activity is the investment and management of property. Following the all-share merger on 6 March 2023 of Capital & Counties Properties PLC (\u201cCapco\u201d) with Shaftesbury to form Shaftesbury Capital, the Group\u2019s assets principally comprise investment property within the West End of London, including Covent Garden, Chinatown, Carnaby, Soho and Fitzrovia. ", "dimensions": { "concept": "ifrs-full:DisclosureOfGeneralInformationAboutFinancialStatementsExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-5": { "value": "Shaftesbury Capital PLC", "dimensions": { "concept": "ifrs-full:NameOfReportingEntityOrOtherMeansOfIdentification", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-320": { "value": "Shaftesbury Capital PLC", "dimensions": { "concept": "ifrs-full:NameOfParentEntity", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-321": { "value": "Shaftesbury Capital PLC", "dimensions": { "concept": "ifrs-full:NameOfUltimateParentOfGroup", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-6": { "value": "England and Wales", "dimensions": { "concept": "ifrs-full:CountryOfIncorporation", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-7": { "value": "United Kingdom", "dimensions": { "concept": "ifrs-full:DomicileOfEntity", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-8": { "value": "public company limited by shares", "dimensions": { "concept": "ifrs-full:LegalFormOfEntity", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-9": { "value": "Company is Regal House, 14 James Street, London, WC2E 8BU, United Kingdom", "dimensions": { "concept": "ifrs-full:AddressOfRegisteredOfficeOfEntity", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-10": { "value": "The principal activity of the Company is to act as the ultimate parent company of Shaftesbury Capital PLC Group (the \u201cGroup\u201c), whose principal activity is the investment and management of property.", "dimensions": { "concept": "ifrs-full:DescriptionOfNatureOfEntitysOperationsAndPrincipalActivities", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-11": { "value": "West End of London, including Covent Garden, Chinatown, Carnaby, Soho and Fitzrovia", "dimensions": { "concept": "ifrs-full:PrincipalPlaceOfBusiness", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-324": { "value": "Basis of preparation The Group\u2019s consolidated financial statements are prepared in accordance with United Kingdom-adopted international accounting standards (\u201cUK-adopted IFRS\u201d or \u201cIFRS\u201d), and the applicable legal requirements of the Companies Act 2006. The consolidated financial statements have been prepared on a going concern basis under the historical cost convention as modified for the revaluation of property, derivative financial instruments and equity investments held at fair value through profit or loss. All income, expenses and cash flows are generated from continuing operations and there is no material seasonal impact on the Group\u2019s financial performance. The Directors have taken advantage of the exemption offered by section 408 of the Companies Act 2006 not to present a separate income statement or statement of comprehensive income for the Company. The financial statements of the Company are set out on pages 165 to 213. ", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-374": { "value": "The Group\u2019s consolidated financial statements are prepared in accordance with United Kingdom-adopted international accounting standards (\u201cUK-adopted IFRS\u201d or \u201cIFRS\u201d), and the applicable legal requirements of the Companies Act 2006. ", "dimensions": { "concept": "ifrs-full:StatementOfIFRSCompliance", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-325": { "value": "Going concern The Directors have considered the appropriateness of adopting the going concern basis in preparing the financial statements. The Group\u2019s going concern assessment covers the period to 30 June 2025 (the \u201cgoing concern period\u201d), being at least 12 months from the date of authorisation of these consolidated financial statements. Footfall across the West End is strong, particularly in our portfolio. There are high occupancy levels across the portfolio and trading activity is positive with customer sales up 10 per cent year on year. The West End continues to attract target brands and concepts. There is strong leasing demand across all uses delivering rental growth. There continues to be macroeconomic and political uncertainty, including as to the prospects for interest rates and inflation as well as geopolitical risks. The West End and the Group\u2019s unique portfolio of prime investments are not completely insulated, however they have demonstrated remarkable resilience. The Group maintains a strong balance sheet with a focus on resilience, flexibility and efficiency. There is significant headroom against debt covenants and access to significant liquidity, \u00a3486 million as at 31 December 2023. In preparing the assessment of going concern, the Directors have considered projections of the Group\u2019s liquidity, committed capital expenditure, income, costs, cash flows and debt covenants. The Directors have assessed a base case and a \u201csevere but plausible\u201d downside scenario. As at the year end, the Group had net debt of \u00a31.5 billion, an EPRA LTV ratio of 31 per cent and Group interest cover of 2.1 times. The Group is projected to have sufficient cash reserves and undrawn facilities to meet debt maturities during the going concern period. Drawn debt is at fixed rates or currently has interest rate protection in place. Interest rate hedging is in place which caps SONIA exposure at an average of 2.3 per cent on \u00a3350 million of notional value to December 2024 and 3.0 per cent on \u00a3250 million for 12 months to December 2025. The Group\u2019s debt matures between August 2024 and 2037. Debt maturities during the going concern assessment period relate to the \u00a395 million of private placement loan notes maturing in the second half of 2024, which are expected to be funded through cash reserves and undrawn facilities. The Group\u2019s financial resources are expected to be sufficient to cover its commitments over the going concern period. Relative to the Group\u2019s base case forecast, the severe but plausible downside scenario includes the following key assumptions: \u2013 Substantial reduction in forecast rental income due to a combination of extended voids and tenant failures; \u2013 Elevated SONIA rates in excess of current market expectations; and \u2013 Declines in rental values, along with a widening of valuation yields, resulting in reduced asset values. The near-term impact of climate change risks within the going concern period have been considered in the severe but plausible downside scenario and are expected to be immaterial. Under the severe but plausible downside scenario, the Group is expected to remain in compliance with the loan-to-value and interest cover covenants of its individual financing arrangements. In addition to considering a severe but plausible downside scenario, the Board has also undertaken reverse stress testing, which indicates that the Group could withstand a decrease of 38 per cent in income and valuations, before breaching its debt financial covenants. Based on their analysis, the Directors are satisfied that there is a reasonable expectation that the Group will be able to meet its ongoing and future commitments for at least 12 months from the date of approval of the financial statements and have therefore resolved that the Group\u2019s financial statements be prepared on a going concern basis. ", "dimensions": { "concept": "ifrs-full:DisclosureOfGoingConcernExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-326": { "value": "Critical accounting judgements and key sources of estimation and uncertainty The preparation of consolidated financial statements in accordance with IFRS requires the Directors to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, equity, income and expenses from sources not readily apparent. Although these estimates and assumptions are based on management\u2019s best knowledge of the amount, historical experiences and other factors, actual results ultimately may differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period. The most significant area of estimation uncertainty is in respect of the valuation of the property portfolio, including the merger date valuation of the investment properties acquired in the business combination, where external valuations are obtained. The fair value of the Group\u2019s investment and trading property (trading property included within the Lillie Square joint venture) at 31 December 2023 was determined by independent, appropriately qualified external valuers CBRE and Cushman & Wakefield for the wholly-owned property portfolio, JLL for the Lillie Square joint venture and Knight Frank for the Longmartin associate. The valuations conform to the Royal Institution of Chartered Surveyors (\u201cRICS\u201d) Valuation Professional Standards. As various inputs used in the valuation calculations are based on assumptions, property valuations are inherently subjective and subject to a degree of estimation uncertainty. The Group\u2019s external valuers have made a number of assumptions including, but not limited to, market yields, ERVs and void periods. These assumptions are in accordance with the RICS Valuation Professional Standards, however, if any prove to be incorrect, it may mean that the value of the Group\u2019s properties differs from their valuation reported in the financial statements, which could have a material effect on the Group\u2019s financial position. The key unobservable inputs used in the valuation models are those in respect of equivalent yields and ERV, which are summarised on page 223. Further information on the approach taken by the valuers in valuing the property portfolio and a sensitivity analysis on equivalent yields and ERV, which are the most significant assumptions impacting the fair values, is set out in note 14 to the financial statements. Other areas of estimation in the financial statements (which are not considered critical) include REIT compliance, the impairment of and expected credit loss allowance on trade receivables, share-based payments and the fair value estimation of the remaining assets acquired, and liabilities assumed in the business combination and the likelihood of contingent liabilities resulting in future liabilities for the Group. The significant judgement in the preparation of these financial statements included determining the accounting acquirer in the business combination. As set out in IFRS 3 \u2018Business Combinations\u2019, one of the combining entities is required to be identified as the acquirer and one as the acquiree. In a business combination effected primarily by exchanging equity interests, the acquirer is usually the entity that issues its equity interests. The pertinent facts and circumstances of the merger have been reviewed and considered by management and it is the Directors\u2019 view that although on completion, Shaftesbury shareholders (excluding the existing Capco shareholding in Shaftesbury) owned approximately 53 per cent of the combined Group, having regard to a number of factors, Capco was the acquirer for IFRS 3 accounting purposes. The transaction, whilst implemented through an offer, was effectively structured as a merger with the economic terms having regard to relative NTAs and market capitalisations. Upon merger Capco was the entity issuing its equity interests and already held a 25.2 per cent shareholding in Shaftesbury held since 2020. The balance of the Board, Executive Directors and Executive Committee in the combined Group was also assessed. Following completion of the merger in March 2023 the Board comprised six Shaftesbury and four Capco directors. The three Executive Directors comprised two Capco directors, the Chief Executive and Chief Financial Officer, and one Shaftesbury director, the Chief Operating Officer. Following completion of the merger, an Executive Committee, comprising three Capco and two Shaftesbury leadership team members, was established and was responsible for the day-to-day management and operation of the Group. In December 2023 the Chief Operating Officer stepped down from the Board and left the Company, as did three Non-executive Directors in January 2024. Following these departures, the Board now includes two Executive Directors being the Chief Executive and Chief Financial Officer, both former Capco directors. The Executive Committee now comprises three Capco and one Shaftesbury leadership team members, and continues to be responsible for the day-to-day management and operation of the Group.", "dimensions": { "concept": "ifrs-full:DisclosureOfAccountingJudgementsAndEstimatesExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-375": { "value": "New accounting policies In the current year, the Group has applied the below amendments to IFRS Standards and Interpretations issued by the International Accounting Standards Board that are effective for annual periods that begin on or after 1 January 2023. Their adoption has not had any material impact on the disclosures or on the amounts reported in these consolidated financial statements. \u2013 IAS 1 \u2018Presentation of Financial Statements\u2019 and IFRS Practice Statement 2 (amendment) (Disclosure of Accounting Policies) \u2013 IAS 8 \u2018Accounting Policies, Changes in Accounting Estimates, and Errors\u2019 (amendment) (Definition of Accounting Estimates) \u2013 IAS 12 \u2018Income Taxes\u2019 (amendment) (Deferred Tax related to Assets and Liabilities arising from a Single Transaction) \u2013 IFRS 10 \u2018Consolidated Financial Statements\u2019 and IAS 28 \u2018Investments in Associates and Joint Ventures\u2019 (amendment) (Sale or contribution of assets between an investor and its associate or joint venture) \u2013 IFRS 17 \u2018Insurance contracts\u2019 \u2013 International Tax Reform \u2013 Pillar Two Model Rules (Amendments to IAS 12) ", "dimensions": { "concept": "ifrs-full:DescriptionOfInitialApplicationOfStandardsOrInterpretations", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-327": { "value": "New accounting policies In the current year, the Group has applied the below amendments to IFRS Standards and Interpretations issued by the International Accounting Standards Board that are effective for annual periods that begin on or after 1 January 2023. Their adoption has not had any material impact on the disclosures or on the amounts reported in these consolidated financial statements. \u2013 IAS 1 \u2018Presentation of Financial Statements\u2019 and IFRS Practice Statement 2 (amendment) (Disclosure of Accounting Policies) \u2013 IAS 8 \u2018Accounting Policies, Changes in Accounting Estimates, and Errors\u2019 (amendment) (Definition of Accounting Estimates) \u2013 IAS 12 \u2018Income Taxes\u2019 (amendment) (Deferred Tax related to Assets and Liabilities arising from a Single Transaction) \u2013 IFRS 10 \u2018Consolidated Financial Statements\u2019 and IAS 28 \u2018Investments in Associates and Joint Ventures\u2019 (amendment) (Sale or contribution of assets between an investor and its associate or joint venture) \u2013 IFRS 17 \u2018Insurance contracts\u2019 \u2013 International Tax Reform \u2013 Pillar Two Model Rules (Amendments to IAS 12) At the date of approval of the consolidated financial statements the following standards and interpretations which have not been applied in these consolidated financial statements were in issue but not effective, and in some cases have not been adopted for use under UK-adopted international accounting standards: \u2013 IAS 1 \u2018Presentation of Financial Statements\u2019 (amendment) (Classification of Liabilities as Current or Non-Current) \u2013 IAS 1 \u2018Presentation of Financial Statements\u2019 (amendment) (Non-current Liabilities with Covenants) \u2013 IAS 7 and IFRS 7 \u2018Statement of Cash Flows and Financial Instrument Disclosure\u2019 (amendment) (Supplier Finance Arrangements) \u2013 IFRS 16 \u2018Leases\u2019 (amendment) (Lease liability in a sale and leaseback) The Group has assessed the impact of these new standards and interpretations and does not anticipate any material impact on the consolidated financial statements. Changes in accounting policies Following the merger an alignment of accounting policies has been conducted leading to the following amendments: Adjustment to investment property for deferred letting fees Previously in the Capco (now Shaftesbury Capital) financial statements the Group accounted for deferred letting fees in the consolidated balance sheet and amortised to property costs on a straight-line basis over the lease term without a corresponding deduction from the market value of investment property due to this not being material. Deferred letting fees are considered initial direct costs and are deducted from the market value of investment property to calculate the carrying value. A \u00a34.1 million adjustment has been made, reflecting the balance as at 1 January 2023, as a deduction from investment property and there is a corresponding revaluation loss. The adjustment is not material and therefore has not been applied retrospectively. Tenant lease incentives and deferred letting fees \u2013 change in lease term Under IFRS 16 \u2018Leases\u2019 the lease term is defined as the non-cancellable period of a lease, together with both periods covered by an option to extend or terminate the lease if the lessee is reasonably certain to exercise that option. Previously, in the Capco (now Shaftesbury Capital) financial statements, the Group amortised tenant lease incentives and deferred letting fees on a straight-line basis over the lease term to lease expiry as the assumption was that lessees were reasonably certain not to exercise their option at break date. This has been amended such that all lease incentives are amortised over the non- cancellable period of the lease. The comparative financial information has not been restated to reflect this change in accounting policy as the adjustment is not material and would have no impact on net assets nor profit for the period and has instead been adjusted prospectively. As a result, the straight-lining of lease incentives has been reduced by \u00a34.1 million and deferred letting fees have been reduced by \u00a31.0 million in the consolidated income statement, with a reduction of \u00a35.1 million within other receivables in the consolidated balance sheet. As tenant lease incentives and deferred letting fees are deducted from the market value of investment property to reach the carrying value, the adjustment is also reflected through investment property on the consolidated balance sheet and revaluation of investment property in the consolidated income statement. A summary of the Group\u2019s principal accounting policies, which have been applied consistently across the Group, is set out on the following pages. ", "dimensions": { "concept": "ifrs-full:DisclosureOfChangesInAccountingPoliciesExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-376": { "value": "At the date of approval of the consolidated financial statements the following standards and interpretations which have not been applied in these consolidated financial statements were in issue but not effective, and in some cases have not been adopted for use under UK-adopted international accounting standards: \u2013 IAS 1 \u2018Presentation of Financial Statements\u2019 (amendment) (Classification of Liabilities as Current or Non-Current) \u2013 IAS 1 \u2018Presentation of Financial Statements\u2019 (amendment) (Non-current Liabilities with Covenants) \u2013 IAS 7 and IFRS 7 \u2018Statement of Cash Flows and Financial Instrument Disclosure\u2019 (amendment) (Supplier Finance Arrangements) \u2013 IFRS 16 \u2018Leases\u2019 (amendment) (Lease liability in a sale and leaseback) The Group has assessed the impact of these new standards and interpretations and does not anticipate any material impact on the consolidated financial statements. ", "dimensions": { "concept": "ifrs-full:DescriptionOfExpectedImpactOfInitialApplicationOfNewStandardsOrInterpretations", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-328": { "value": "Basis of consolidation These consolidated financial statements include the consolidation of the following limited partnerships: Capital & Counties CGP and Innova Investment Group Holdings LP. The members of these qualifying partnerships have taken advantage of exemptions available in Statutory Instrument 2008/569 and therefore will not produce consolidated financial statements at the partnership level or submit such annual reports to Companies House. The consolidated financial statements are prepared in British pounds sterling, which is also determined to be the functional currency of the Company.", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfConsolidationExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-378": { "value": "The consolidated financial statements are prepared in British pounds sterling, which is also determined to be the functional currency of the Company.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFunctionalCurrencyExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-329": { "value": "Subsidiaries Subsidiaries are fully consolidated from the date on which the Group has control, is exposed, or has rights to variable returns from its involvement with an entity and has the ability to affect those returns through its power over an entity. Subsidiaries cease to be consolidated from the date this control is lost.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSubsidiariesExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-330": { "value": "Business combinations The acquisition of subsidiaries is accounted for using the acquisition method (at the point the Group gains control over a business as defined by IFRS 3 \u2018Business Combinations\u2019). The cost of an acquisition is measured as the aggregate of the consideration transferred, which includes the cash paid and the aggregate of the fair values, at the date of exchange, of other assets transferred, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree, and the amount of any non-controlling interests in the acquiree. Acquisition-related costs are expensed as incurred. The acquiree\u2019s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 Business Combinations are recognised at their fair value at the acquisition date. Goodwill represents the excess of the cost of acquisition of a business combination over the fair value of the identifiable net assets of the business acquired at the date of acquisition. In the case that the fair value of the identifiable net assets acquired is greater than the total consideration paid, negative goodwill arises on the acquisition. The negative goodwill is recognised as a gain on bargain purchase in the consolidated income statement. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBusinessCombinationsExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-377": { "value": "Business combinations The acquisition of subsidiaries is accounted for using the acquisition method (at the point the Group gains control over a business as defined by IFRS 3 \u2018Business Combinations\u2019). The cost of an acquisition is measured as the aggregate of the consideration transferred, which includes the cash paid and the aggregate of the fair values, at the date of exchange, of other assets transferred, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree, and the amount of any non-controlling interests in the acquiree. Acquisition-related costs are expensed as incurred. The acquiree\u2019s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 Business Combinations are recognised at their fair value at the acquisition date. Goodwill represents the excess of the cost of acquisition of a business combination over the fair value of the identifiable net assets of the business acquired at the date of acquisition. In the case that the fair value of the identifiable net assets acquired is greater than the total consideration paid, negative goodwill arises on the acquisition. The negative goodwill is recognised as a gain on bargain purchase in the consolidated income statement. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBusinessCombinationsAndGoodwillExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-331": { "value": "Joint ventures and associates Joint ventures are those entities over whose activities the Group has joint control, established by contractual agreement. Associates are all entities over which the Group has significant influence but not control or joint control. This is generally the case where the Group holds between 20% and 50% of the voting rights. When joint control is no longer demonstrated, but significant influence is, a previously accounted for joint venture is accounted for as an associate. Investments in joint ventures and associates are accounted for using the equity method. On initial recognition the investment is recognised at cost, and the carrying amount is subsequently increased or decreased to recognise the Group\u2019s share of the profit or loss of the joint venture or associate after the date of acquisition. The Group\u2019s investments in joint ventures or associates are presented separately on the consolidated balance sheet and the Group\u2019s share of the joint ventures or associates\u2019 post-tax profit or loss for the period is also presented separately in the consolidated income statement. Where there is an indication that the Group\u2019s investment in a joint venture or associate may be impaired, the Group evaluates the recoverable amount of its investment, being the higher of the joint venture or associate\u2019s fair value less costs to sell and value in use. If the recoverable amount is lower than the carrying value an impairment loss is recognised in the consolidated statement of comprehensive income. If the Group\u2019s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the Group does not recognise further losses, unless it has legal or constructive obligations to make payments on behalf of the joint venture or associate. Dividends received or receivable from joint ventures or associates are recognised as a reduction in the carrying amount of the investment.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForInvestmentInAssociatesAndJointVenturesExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-379": { "value": "Joint ventures and associates Joint ventures are those entities over whose activities the Group has joint control, established by contractual agreement. Associates are all entities over which the Group has significant influence but not control or joint control. This is generally the case where the Group holds between 20% and 50% of the voting rights. When joint control is no longer demonstrated, but significant influence is, a previously accounted for joint venture is accounted for as an associate. Investments in joint ventures and associates are accounted for using the equity method. On initial recognition the investment is recognised at cost, and the carrying amount is subsequently increased or decreased to recognise the Group\u2019s share of the profit or loss of the joint venture or associate after the date of acquisition. The Group\u2019s investments in joint ventures or associates are presented separately on the consolidated balance sheet and the Group\u2019s share of the joint ventures or associates\u2019 post-tax profit or loss for the period is also presented separately in the consolidated income statement. Where there is an indication that the Group\u2019s investment in a joint venture or associate may be impaired, the Group evaluates the recoverable amount of its investment, being the higher of the joint venture or associate\u2019s fair value less costs to sell and value in use. If the recoverable amount is lower than the carrying value an impairment loss is recognised in the consolidated statement of comprehensive income. If the Group\u2019s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the Group does not recognise further losses, unless it has legal or constructive obligations to make payments on behalf of the joint venture or associate. Dividends received or receivable from joint ventures or associates are recognised as a reduction in the carrying amount of the investment.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForInvestmentsInJointVentures", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-408": { "value": "Joint ventures and associates Joint ventures are those entities over whose activities the Group has joint control, established by contractual agreement. Associates are all entities over which the Group has significant influence but not control or joint control. This is generally the case where the Group holds between 20% and 50% of the voting rights. When joint control is no longer demonstrated, but significant influence is, a previously accounted for joint venture is accounted for as an associate. Investments in joint ventures and associates are accounted for using the equity method. On initial recognition the investment is recognised at cost, and the carrying amount is subsequently increased or decreased to recognise the Group\u2019s share of the profit or loss of the joint venture or associate after the date of acquisition. The Group\u2019s investments in joint ventures or associates are presented separately on the consolidated balance sheet and the Group\u2019s share of the joint ventures or associates\u2019 post-tax profit or loss for the period is also presented separately in the consolidated income statement. Where there is an indication that the Group\u2019s investment in a joint venture or associate may be impaired, the Group evaluates the recoverable amount of its investment, being the higher of the joint venture or associate\u2019s fair value less costs to sell and value in use. If the recoverable amount is lower than the carrying value an impairment loss is recognised in the consolidated statement of comprehensive income. If the Group\u2019s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the Group does not recognise further losses, unless it has legal or constructive obligations to make payments on behalf of the joint venture or associate. Dividends received or receivable from joint ventures or associates are recognised as a reduction in the carrying amount of the investment.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForInvestmentInAssociates", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-426": { "value": "Dividends received or receivable from joint ventures or associates are recognised as a reduction in the carrying amount of the investment.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDividendsExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-332": { "value": "Revenue recognition Rental receivable arises from operating leases granted to tenants and is recognised as revenue on a straight-line basis over the lease term. Tenant lease incentive payments, and in certain instances surrender premium payments which are directly linked to new leases, are amortised on a straight-line basis over the non-cancellable period of the lease, being the earlier of its expiry date or the date of the first break option as a reduction in net rental income. Surrender premiums received for early termination of leases are reflected in gross profit. Lease modifications are accounted for as a new lease from the effective date of the modification, considering any prepaid or accrued lease payments relating to the original lease as part of the lease payments for the new lease. On entering into a lease modification any initial direct costs associated with the lease, including surrender premia previously paid, are derecognised through costs in the year. When a concession is provided for rent receivables past due the concession is accounted for as an impairment through the expected credit loss model in accordance with IFRS 9. Contingent rents, being those lease payments that are not fixed at the inception of a lease, for example increases arising on rent reviews and turnover rent, are recorded as income in the periods in which they are earned. Service charge income in the ordinary course of business is recorded as income over time in the year in which the services are provided. As the Group acts as a principal, service charge income and costs are shown gross in the financial statements. Where revenue is obtained by the sale of property, it is recognised when the buyer obtains control of the property. This will normally take place on legal completion. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForRecognitionOfRevenue", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-333": { "value": "Other income Other income includes management fees charged to joint ventures and associates for services associated with the management of properties and other general expenses as defined by management agreements. These fees are recognised over time, using time elapsed as the input method which measures the benefit simultaneously received and consumed by the customer, over the period the services are provided. Dividend income is included in other income and recognised when the right to receive payment is established. ", "dimensions": { "concept": "shaftesburycapital:DescriptionOfAccountingPolicyForOtherIncome", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-380": { "value": "Income taxes Current tax is the amount payable on the taxable income for the year and any adjustment in respect of prior years. It is calculated using rates that have been enacted or substantially enacted by the balance sheet date. Deferred tax is provided for using the balance sheet liability method on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the tax bases of those assets and liabilities. However, temporary differences are not recognised to the extent that they arise from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and at the time of the transaction, affects neither accounting nor taxable profit or loss (except leases); or are associated with investments in subsidiaries, joint ventures and associates where the timing of the reversal of the temporary difference can be controlled by the parent, venture or investor, respectively, and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax is determined using tax rates that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled. Deferred tax assets are recognised only to the extent that management believes it is probable that future taxable profit will be available against which the deferred tax assets can be recovered. Deferred tax assets and liabilities are only offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same tax authority on either the same taxable group or different taxable entities where there is an intention to settle balances on a net basis. Tax is included in the consolidated income statement except when it relates to items recognised directly in equity, in which case the related tax is also recognised directly in equity.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDeferredIncomeTaxExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-334": { "value": "Income taxes Current tax is the amount payable on the taxable income for the year and any adjustment in respect of prior years. It is calculated using rates that have been enacted or substantially enacted by the balance sheet date. Deferred tax is provided for using the balance sheet liability method on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the tax bases of those assets and liabilities. However, temporary differences are not recognised to the extent that they arise from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and at the time of the transaction, affects neither accounting nor taxable profit or loss (except leases); or are associated with investments in subsidiaries, joint ventures and associates where the timing of the reversal of the temporary difference can be controlled by the parent, venture or investor, respectively, and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax is determined using tax rates that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled. Deferred tax assets are recognised only to the extent that management believes it is probable that future taxable profit will be available against which the deferred tax assets can be recovered. Deferred tax assets and liabilities are only offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same tax authority on either the same taxable group or different taxable entities where there is an intention to settle balances on a net basis. Tax is included in the consolidated income statement except when it relates to items recognised directly in equity, in which case the related tax is also recognised directly in equity.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIncomeTaxExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-335": { "value": "Share-based payment The Group administers a long-term incentive plan and a legacy Sharesave scheme (SAYE). The cost of granting share options and other share-based remuneration to employees and Directors is recognised through the consolidated income statement with reference to the fair value of the instrument at the date of grant. The cost of granting share options to employees is charged to the consolidated income statement over the vesting period of the options with a corresponding increase in equity. An option pricing model is used in calculating the fair value of the long-term incentive plan, applying assumptions around expected yields, forfeiture rates, exercise price and volatility. The fair value of the Sharesave scheme is calculated using a modified binomial pricing model. Upon eventual exercise, a reserves transfer occurs with no further charge reflected in the consolidated income statement. Own shares held in connection with employee share plans and other share-based payment arrangements are treated as treasury shares and deducted from equity.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-336": { "value": "Investment property Investment property is owned or leased by the Group and held for long-term rental income and capital appreciation. The Group has chosen to use the fair value model. Property and any related obligations are initially recognised when the significant risks and rewards attached to the property have transferred to the Group. Payments made in respect of the future acquisition of investment property are initially recognised as prepayments until the recognition criteria outlined above have been met. Investment property is recorded at cost and subsequently revalued at the balance sheet date to fair value as determined by professionally qualified external valuers on the basis of market value. The fair value of property is arrived at by adjusting the market value as above for directly attributable tenant lease incentives, deferred letting fees and fixed head leases. Property held under leases is stated gross of the recognised lease liability. The valuation is based upon assumptions as outlined within the property portfolio note. These assumptions conform to the RICS Valuation Professional Standards. When the Group redevelops a property for continued future use, that property is classified as investment property during the redevelopment period and continues to be measured at fair value. Gains or losses arising from changes in the fair value of investment property are recognised in the consolidated income statement in the period in which they arise. Depreciation is not provided in respect of investment property including plant and equipment integral to such investment property. Investment properties cease to be recognised as investment property when they have been disposed of or when they cease to be held for the purpose of generating rental income or for capital appreciation. Disposals are recognised on completion. Gains or losses arising are recognised in the consolidated income statement. The gain on disposal is determined as the difference between the net sales proceeds and the carrying amount of the asset at the commencement of the accounting period, plus capital expenditure in the period. When the use of a property changes from trading property to investment property, the property is transferred at fair value with any resulting gain or loss recognised in the consolidated income statement. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForInvestmentPropertyExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-337": { "value": "Trading property Trading property comprises those properties that in the Directors\u2019 view are not held for long-term rental income or capital appreciation and are expected to be disposed of within one year of the balance sheet date or to be developed with the intention to sell. Such property is constructed, acquired, or if transferred from investment and development property, transferred at fair value which is deemed to represent cost. Subsequently trading property is carried at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling costs. This approximates market value as determined by professionally qualified external valuers at the balance sheet date. Details of the valuation methodology are set out in note 14 \u2018Property Portfolio\u2019. The amount of any write down of trading property to market value is recognised as an expense in the period the write down occurs. Should a valuation uplift occur in a subsequent period, the amount of any reversal shall be recognised as a reduction in the previous write down in the period in which the uplift occurs. This may not exceed the property\u2019s cost. The sale of trading property is recognised as revenue when the buyer obtains control of the property. Total costs incurred in respect of trading property are recognised simultaneously as an expense. ", "dimensions": { "concept": "shaftesburycapital:DescriptionOfAccountingPolicyForTradingProperty", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-339": { "value": "Owner-occupied property Owner-occupied property comprises property held for use in the production or supply of goods or services or for administrative purposes. Investment property is transferred to owner-occupied on commencement of entering into a lease for material elements of the property. The property is transferred and subsequently carried at market value, which is determined in the same manner as investment property. Revaluation gains are recognised in equity. A revaluation loss will reverse any previous revaluation gain recorded in equity with the residual recognised in profit or loss. ", "dimensions": { "concept": "shaftesburycapital:DescriptionOfAccountingPolicyForOwnerOccupiedProperty", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-338": { "value": "Leases The Group assesses whether a contract is or contains a lease, at inception of the contract. As a lessee the Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and short-term leases, including IT equipment. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term. As a lessor the Group classifies its leases as either operating or finance leases. A lease is classified as a finance lease if it transfers substantially all the risk and rewards incidental to ownership of the underlying asset, and classified as an operating lease if it does not. The Group accounts for a modification to an operating lease as a new lease from the effective date of the modification, considering any prepaid or accrued lease payments relating to the original lease as part of the lease payments for the new lease. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForLeasesExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-381": { "value": "Investments and other financial assets On initial recognition, a financial asset is classified as either measured at amortised cost, fair value through other comprehensive income, or fair value through profit or loss. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model. For assets measured at fair value through profit or loss, gains and losses will be recorded in profit or loss. Purchases and sales of financial assets are recognised on trade date, being the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in the consolidated statement of comprehensive income. Financial assets at fair value through profit or loss comprise listed equity investments and included the Group\u2019s investment in Shaftesbury till the date of the all-share merger. The Group subsequently measures all equity investments at fair value. Changes in the fair value of financial assets at fair value through profit or loss are recognised in other gains or losses in the consolidated income statement. Financial assets at amortised costs include amounts receivable from joint ventures and associates. Derivative financial instruments The Group uses non-traded derivative financial instruments to manage exposure to interest rate risk. They are initially recognised on the trade date at fair value and subsequently remeasured at fair value based on market price. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. Instruments that have not been designated as qualifying for hedge accounting are classified as fair value through profit and loss. Changes in the fair value of these instruments are split into interest (calculated as the accrued and realised cash flows) and other changes in fair value. Interest is recognised in finance income or costs and changes in fair value are recognised in change in fair value of financial instruments in the consolidated income statement. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-409": { "value": "Investments and other financial assets On initial recognition, a financial asset is classified as either measured at amortised cost, fair value through other comprehensive income, or fair value through profit or loss. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model. For assets measured at fair value through profit or loss, gains and losses will be recorded in profit or loss. Purchases and sales of financial assets are recognised on trade date, being the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in the consolidated statement of comprehensive income. Financial assets at fair value through profit or loss comprise listed equity investments and included the Group\u2019s investment in Shaftesbury till the date of the all-share merger. The Group subsequently measures all equity investments at fair value. Changes in the fair value of financial assets at fair value through profit or loss are recognised in other gains or losses in the consolidated income statement. Financial assets at amortised costs include amounts receivable from joint ventures and associates. Impairment of financial assets The Group applies the IFRS 9 expected credit loss model in order to calculate a lifetime expected loss allowance for all financial assets. To measure the expected credit loss, receivables are reviewed on an individual contract basis. The expected loss rates are based on forward-looking information as well as historical evidence of collection. For rent receivables, all tenants are allocated a risk rating, as determined by management, and provided a rating of maximum, high, medium and low risk. The classification is developed by taking into consideration information on the tenant\u2019s credit rating, current financial position, historical trading performance, historical default rate and the operational performance of the business. In assessing the provision the Group identifies risk factors associated by sector (food and beverage, retail, hospitality, office and residential) and the type of rent receivable outstanding (rent arrears, service charge, other). In determining the provision on a tenant by tenant basis, the Group considers both recent payment history and future expectations of the tenant\u2019s ability to pay or possible default in order to recognise an expected credit loss allowance. Based on sector and rent receivable type a provision is provided in addition to a full provision for maximum risk tenants or tenants with significant financial issues. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the original impairment was recognised, the impairment reversal is recognised in the consolidated statement of comprehensive income on a basis consistent with the original charge. Tenant lease incentives are impaired based on an assessment of tenant affordability. For amounts receivable from joint ventures and associates, impairment is assessed by comparing the carrying amount of the loans and receivables to the discounted present value of the estimated future cash flows from the joint ventures and associates. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialAssetsExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-340": { "value": "Investments and other financial assets On initial recognition, a financial asset is classified as either measured at amortised cost, fair value through other comprehensive income, or fair value through profit or loss. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model. For assets measured at fair value through profit or loss, gains and losses will be recorded in profit or loss. Purchases and sales of financial assets are recognised on trade date, being the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in the consolidated statement of comprehensive income. Financial assets at fair value through profit or loss comprise listed equity investments and included the Group\u2019s investment in Shaftesbury till the date of the all-share merger. The Group subsequently measures all equity investments at fair value. Changes in the fair value of financial assets at fair value through profit or loss are recognised in other gains or losses in the consolidated income statement. Financial assets at amortised costs include amounts receivable from joint ventures and associates. ", "dimensions": { "concept": "shaftesburycapital:DescriptionOfAccountingPolicyForInvestmentsAndOtherFinancialAssets", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-410": { "value": "Derivative financial instruments The Group uses non-traded derivative financial instruments to manage exposure to interest rate risk. They are initially recognised on the trade date at fair value and subsequently remeasured at fair value based on market price. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. Instruments that have not been designated as qualifying for hedge accounting are classified as fair value through profit and loss. Changes in the fair value of these instruments are split into interest (calculated as the accrued and realised cash flows) and other changes in fair value. Interest is recognised in finance income or costs and changes in fair value are recognised in change in fair value of financial instruments in the consolidated income statement.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDerivativeFinancialInstrumentsAndHedgingExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-341": { "value": "Derivative financial instruments The Group uses non-traded derivative financial instruments to manage exposure to interest rate risk. They are initially recognised on the trade date at fair value and subsequently remeasured at fair value based on market price. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. Instruments that have not been designated as qualifying for hedge accounting are classified as fair value through profit and loss. Changes in the fair value of these instruments are split into interest (calculated as the accrued and realised cash flows) and other changes in fair value. Interest is recognised in finance income or costs and changes in fair value are recognised in change in fair value of financial instruments in the consolidated income statement. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDerivativeFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-342": { "value": "Trade and other receivables Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost. The methodology for assessment of impairment is defined in the following paragraph.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-343": { "value": "
Impairment of financial assets
The Group applies the IFRS 9 expected credit loss model in order to calculate a lifetime expected loss allowance for all financial
assets. To measure the expected credit loss, receivables are reviewed on an individual contract basis. The expected loss rates
are based on forward-looking information as well as historical evidence of collection.
For rent receivables, all tenants are allocated a risk rating, as determined by management, and provided a rating of maximum, high,
medium and low risk. The classification is developed by taking into consideration information on the tenant\u2019s credit rating, current
financial position, historical trading performance, historical default rate and the operational performance of the business. In
assessing the provision the Group identifies risk factors associated by sector (food and beverage, retail, hospitality, office and
residential) and the type of rent receivable outstanding (rent arrears, service charge, other). In determining the provision on a
tenant by tenant basis, the Group considers both recent payment history and future expectations of the tenant\u2019s ability to pay
or possible default in order to recognise an expected credit loss allowance. Based on sector and rent receivable type a provision
is provided in addition to a full provision for maximum risk tenants or tenants with significant financial issues.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event
occurring after the original impairment was recognised, the impairment reversal is recognised in the consolidated statement of
comprehensive income on a basis consistent with the original charge.
Tenant lease incentives are impaired based on an assessment of tenant affordability.
For amounts receivable from joint ventures and associates, impairment is assessed by comparing the carrying amount of the
loans and receivables to the discounted present value of the estimated future cash flows from the joint ventures and associates.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfFinancialAssetsExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-427": { "value": "Impairment of financial assets The Group applies the IFRS 9 expected credit loss model in order to calculate a lifetime expected loss allowance for all financial assets. To measure the expected credit loss, receivables are reviewed on an individual contract basis. The expected loss rates are based on forward-looking information as well as historical evidence of collection. For rent receivables, all tenants are allocated a risk rating, as determined by management, and provided a rating of maximum, high, medium and low risk. The classification is developed by taking into consideration information on the tenant\u2019s credit rating, current financial position, historical trading performance, historical default rate and the operational performance of the business. In assessing the provision the Group identifies risk factors associated by sector (food and beverage, retail, hospitality, office and residential) and the type of rent receivable outstanding (rent arrears, service charge, other). In determining the provision on a tenant by tenant basis, the Group considers both recent payment history and future expectations of the tenant\u2019s ability to pay or possible default in order to recognise an expected credit loss allowance. Based on sector and rent receivable type a provision is provided in addition to a full provision for maximum risk tenants or tenants with significant financial issues. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the original impairment was recognised, the impairment reversal is recognised in the consolidated statement of comprehensive income on a basis consistent with the original charge. Tenant lease incentives are impaired based on an assessment of tenant affordability. For amounts receivable from joint ventures and associates, impairment is assessed by comparing the carrying amount of the loans and receivables to the discounted present value of the estimated future cash flows from the joint ventures and associates. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfAssetsExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-344": { "value": "Cash and cash equivalents Cash and cash equivalents are recognised at fair value. Cash and cash equivalents comprise cash on hand, deposits held at call with financial institutions, certain tenant deposits and other short-term highly liquid investments with original maturities of three months or less. Tenant deposits held against tenants\u2019 rent payment obligations in bank accounts administered by the Group are classified as cash and cash equivalents. Tenant deposits held against tenants\u2019 rent payment obligations in bank accounts administered by the Group\u2019s managing agent are not included within the consolidated balance sheet. The Group holds cash on deposit as security for certain secured term loans and secured bank facilities, and where there are certain conditions restricting their use. Cash held on deposit which has conditions restricting its use and is not available on demand, liquid or readily convertible, is classified within other receivables. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyToDetermineComponentsOfCashAndCashEquivalents", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-382": { "value": "Cash held on deposit which has conditions restricting its use and is not available on demand, liquid or readily convertible, is classified within other receivables.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForRestrictedCashAndCashEquivalentsExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-345": { "value": "
Trade and other payables
Trade payables are obligations for goods or services acquired in the ordinary course of business. Trade and other payables are
recognised at fair value and subsequently measured at amortised cost until settled.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-411": { "value": "
Borrowings
Borrowings comprise bank loans, secured loan facilities, loan notes and compound financial instruments.
Bank loans, secured loan facilities and loan notes are ordinarily recognised initially at their net proceeds as an approximation of
fair value. If the transaction price is not an approximation of fair value at initial recognition, the Group determines the fair value as
evidenced by a quoted price in an active market for an identical instrument or based on a valuation technique that uses data from
observable markets. Bank loans and loan notes are subsequently carried at amortised cost. Any transaction costs, premiums or
discounts are capitalised and recognised over the contractual life of the loan using the effective interest rate method, or on a
straight-line basis where it is impractical to do so.
In the event of early repayment, transaction costs, premia or discounts paid and unamortised costs are recognised immediately
in the consolidated income statement.
Compound financial instruments issued by the Group comprise exchangeable bonds that are convertible into shares. The
exchangeable bonds were bifurcated into a liability and embedded derivative option component on initial recognition. The carrying
value of the liability at initial recognition is the difference between the fair value of the entire instrument as a whole and the embedded
derivative\u2019s fair value. Any directly attributable transaction costs are allocated to each component in proportion to their initial carrying
amounts. The issue costs apportioned to the embedded derivative are recognised immediately in the consolidated income statement.
Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using
the effective interest method. Any transaction costs apportioned to the liability are included in the carrying amount and recognised
over the contractual life of the liability using the effective interest rate method.
When a facility has been modified an assessment of modification and extinguishment is performed reviewing both quantitative and
qualitative factors.
Interest related to the financial liability is recognised in the consolidated income statement. The embedded derivative is measured
at fair value with the fair value adjustment accounted for in the consolidated income statement.
", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialLiabilitiesExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-346": { "value": "Borrowings Borrowings comprise bank loans, secured loan facilities, loan notes and compound financial instruments. Bank loans, secured loan facilities and loan notes are ordinarily recognised initially at their net proceeds as an approximation of fair value. If the transaction price is not an approximation of fair value at initial recognition, the Group determines the fair value as evidenced by a quoted price in an active market for an identical instrument or based on a valuation technique that uses data from observable markets. Bank loans and loan notes are subsequently carried at amortised cost. Any transaction costs, premiums or discounts are capitalised and recognised over the contractual life of the loan using the effective interest rate method, or on a straight-line basis where it is impractical to do so. In the event of early repayment, transaction costs, premia or discounts paid and unamortised costs are recognised immediately in the consolidated income statement. Compound financial instruments issued by the Group comprise exchangeable bonds that are convertible into shares. The exchangeable bonds were bifurcated into a liability and embedded derivative option component on initial recognition. The carrying value of the liability at initial recognition is the difference between the fair value of the entire instrument as a whole and the embedded derivative\u2019s fair value. Any directly attributable transaction costs are allocated to each component in proportion to their initial carrying amounts. The issue costs apportioned to the embedded derivative are recognised immediately in the consolidated income statement. Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest method. Any transaction costs apportioned to the liability are included in the carrying amount and recognised over the contractual life of the liability using the effective interest rate method. When a facility has been modified an assessment of modification and extinguishment is performed reviewing both quantitative and qualitative factors. Interest related to the financial liability is recognised in the consolidated income statement. The embedded derivative is measured at fair value with the fair value adjustment accounted for in the consolidated income statement.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBorrowingsExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-347": { "value": "Pensions The costs of the defined contribution scheme and the Group\u2019s personal pension plans are charged against profits or losses in the year in which they are incurred.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForEmployeeBenefitsExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-348": { "value": "Contingent liabilities and capital commitments Contingent liabilities are disclosed where there are present or possible obligations arising from past events, but the economic impact is uncertain in timing, occurrence or amount. A description of the nature and, where possible, an estimate of the financial effect of contingent liabilities are disclosed. Capital commitments are disclosed when the Group has a contractual future obligation which has not been provided for at the balance sheet date. Amounts are only provided for where such obligations are onerous.", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForContingentLiabilitiesAndContingentAssetsExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-349": { "value": "Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects. ", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIssuedCapitalExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-350": { "value": "
2 Segmental reporting
IFRS 8 requires operating segments to be reported in a manner consistent with the internal financial reporting reviewed by the chief
operating decision maker. The chief operating decision maker of the Group is the Executive Committee. The Executive Committee
is responsible for regularly reviewing the Group\u2019s internal reporting in order to assess performance and for allocation of resources,
and consists of the Chief Executive, Chief Financial Officer and the two Executive Directors.
Previously, the Group determined the operating segments to be organised into the following divisions:
\u2013 Covent Garden;
\u2013 Other, which comprised the Shaftesbury Investment, the Group interest in Innova and other head office companies and
investments; and
\u2013 Lillie Square, which represents the Group\u2019s interests in the Lillie Square joint venture and a number of smaller properties in the
adjacent area.
Following the merger, the information reviewed by the Executive Committee is prepared on a basis consistent with these financial
statements. That is, the information is provided and monitored at a Group level and includes the IFRS reported results, EPRA and
underlying measures (previously the information provided was on a Group share basis). The management information previously
presented for the Lillie Square and Other segments is no longer separately reported to the Executive Committee, as it makes up
a small proportion of the combined Group post-merger, or in the case of the Shaftesbury Investment which is no longer in place.
These former segments no longer meet the requirements under IFRS 8 to be separately reported.
In assessing the identification of operating segments, the Group considers the activities of the chief operating decision maker
including decision making authorities for allocation of resources and the information they regularly receive. This consideration
also factors that performance measures are set and only monitored at a single Group level. The Annual Report includes additional
operational information on the property portfolio grouped by village and use. This information is used within certain levels of the
business and is also considered useful for readers of the Annual Report, but is not used by the chief operating decision maker for
monitoring performance or the allocation of resources.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEntitysReportableSegmentsExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-351": { "value": "3 Performance measures The Group has applied the European Securities and Markets Authority guidelines on alternative performance measures (\u201cAPMs\u201d) in these annual results. An APM is a financial measure of historical or future financial performance, position or cash flow of the Group which is not a measure defined or specified in IFRS. Details of all APMs used by the Group are set out in the APM section on page 214. As is usual practice in the sector, the Group presents APMs for certain indicators, including earnings, earnings per share and net tangible assets, making adjustments as set out by EPRA in its Best Practice Recommendations. These recommendations are designed to make the financial statements of public real estate companies more comparable across Europe, enhancing the transparency, comparability and coherence of the sector. One of the key performance measures which the Group uses is underlying earnings. The underlying earnings measure reflects the underlying financial performance of the Group\u2019s core West End property rental business and is used for the calculation of dividends. The measure aligns with the main principles of EPRA earnings which excludes valuation movements on the wholly- owned, joint venture and associate properties, fair value changes of financial instruments and listed investments, cost of early close out of debt, gain on bargain purchase and IFRS 3 merger-related transaction costs. In calculating underlying earnings, additional adjustments are made to exclude items considered to be non-recurring or significant by virtue of size and nature. Consistent in the calculation for both years is the removal of the financial performance of the Lillie Square joint venture, associated tax adjustments and the interest receivable on the loan issued to the joint venture by the Group. Lillie Square is not a core part of the operations of the Group and therefore its results are not included in underlying earnings. The fair value movement of the option component of the exchangeable bond is also adjusted from underlying earnings as such fair value movements do not reflect the true nature of the performance of the Group. Following the completion of the all-share merger on 6 March 2023, the following new adjustments have been made to underlying earnings: \u2013 A fair value exercise was performed on the Shaftesbury balance sheet, with the debt (including an adjustment to the investment in Longmartin arising from the fair value adjustment of the underlying debt in the associate) adjusted to be held at a fair value of \u00a3945.6 million compared to the nominal value of \u00a31,019.8 million. The fair value adjustments will be amortised to other finance costs over the remaining term of the debt facilities. In the current year, EPRA earnings has been adjusted by \u00a324.6 million, to reflect the accelerated unwind of the fair value adjustment following the early redemption of the Chinatown and Carnaby Bonds in April 2023. The current year amortisation of the fair value adjustment for the other debt facilities of \u00a35.2 million has been adjusted from underlying earnings within other finance costs. \u2013 \u00a38.7 million of merger-related integration and other non-underlying administrative expenses have been incurred. These costs are non-recurring as they relate to significant transactions outside the core operations of the Group. \u2013 A \u00a35.1 million reduction to gross profit has been reported as a result of the alignment of accounting policies following the merger. Details are set out in note 1 \u2018Changes in accounting policies\u2019. The alignment was considered immaterial and therefore no retrospective adjustment has been made and the cumulative impact as at 1 January 2023 was adjusted against gross profit in the current year. This impact has been adjusted from underlying earnings to reflect the true performance of the business for the current year. A summary of the number of shares, on a basic and diluted basis, in issue at the year end, and on a weighted average basis for the year, is set out in the table below: Number of shares 2023 2022 Weighted 2023 Weighted 2022 average In issue average In issue million million million million Ordinary shares 1,757.0 1,953.2 851.3 851.5 Own shares \u2013 employee benefit trust (2.6) (3.1) \u2212 \u2013 Own shares \u2013 collateral for exchangeable bond (105.5) (128.4) \u2013 \u2013 Number of shares \u2013 basic 2 1,648.9 1,821.7 851.3 851.5 Dilutive effect of contingently issuable share option awards3 6.5 6.5 0.8 0.8 Dilutive effect of contingently issuable deferred share awards3 0.6 0.6 \u2013 \u2013 Number of shares \u2013 diluted4 1,656.0 1,828.8 852.1 852.3 1 1. The settlement of share options under the employee benefit scheme prior to the merger, and the all-share merger completing on 6 March 2023, resulted in 1,101.7 million shares issued in the year. 2. Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share. 3. Further information on these potential ordinary shares can be found in note 32 \u2018Share-based payments\u2019. 4. Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings and net assets per share. Earnings per share \u2013 IFRS 2023 2022 \u00a3m \u00a3m Basic earnings/(loss) 750.4 (211.8) Basic earnings/(loss) per share (pence) 45.5p (24.9)p Diluted earnings/(loss) per share (pence) 45.3p (24.9)p Earnings per share \u2013 EPRA and Underlying earnings Note 2023 2022 \u00a3m \u00a3m Basic earnings/(loss) 750.4 (211.8) EPRA Group adjustments: Loss on revaluation and profit on sale of investment property 7 65.0 0.8 Change in value of investments and other receivables 8 12.5 7.9 Change in fair value of financial assets at fair value through profit or loss 17 (52.0) 239.5 Change in fair value of financial instruments \u2013 interest rate derivatives 18 7.4 (11.0) Gain on bargain purchase 13 (805.5) \u2013 Accelerated unwind of unamortised finance costs and interest on early close out of debt1 10 26.8 6.0 Merger-related transaction costs 6 35.8 14.6 Deferred tax adjustments (0.1) (0.1) EPRA joint venture and associate adjustments: Profit on sale and transfer of trading property (5.1) \u2013 Loss on revaluation of investment property 3.3 (0.9) Write down of trading property 6.6 12.3 Deferred tax adjustment (0.1) \u2013 EPRA earnings 45.0 57.3 EPRA earnings per share (pence) 2.7 6.7 Underlying earnings adjustments: Impact of change in accounting policy on gross profit 1 5.1 \u2013 Other finance costs2 5.2 0.5 Merger-related integration and other non-underlying administration costs 6 8.7 \u2013 Change in fair value financial instruments \u2013 exchangeable bond option 18 3.9 (28.8) Taxation \u2013 4.7 Joint venture adjustment \u2013 Lillie Square3 (7.5) (14.9) Other \u2013 (0.2) Underlying earnings 60.4 18.6 Underlying earnings per share (pence) 3.7 2.2 1. On early redemption of the Carnaby and Chinatown bonds in April 2023 the unamortised fair value adjustment of \u00a324.6 million that arose on completion of the merger was accelerated. In addition, the unamortised costs on the loan facility of \u00a32.2 million was accelerated on early repayment during the year. The prior year adjustment relates to the non-recurring costs in connection with the early repayment of \u00a375 million of private placement notes and the repayment of the \u00a3125 million secured loan. 2. Includes the unwind of the fair value adjustments on the remaining debt facilities acquired on merger (including the fair value unwind of our share of the Longmartin debt of \u00a30.7 million). \u00a34.5 million is recorded through other finance costs included in note 10 \u2018Finance costs\u2019 and \u00a30.6 million within the profit from Longmartin as per note 16 \u2018Investments in joint ventures and associates\u2019. The prior year adjustment related to the cost of entering the loan facility during the prior year. 3. The Lillie Square joint venture is not considered part of the core underlying business of the Group and therefore its results are excluded from underlying earnings. The adjustment includes \u00a33.7 million (2022: \u00a33.5 million) interest receivable by the Group on the interest-bearing loans issued to the joint venture and \u00a33.8 million (2022: \u00a311.4 million) of adjustments made to EPRA earnings for profit on sale and transfer of trading property, loss on revaluation of investment property and write down of trading property. Net assets per share 2023 2022 EPRA NRV EPRA NTA EPRA NDV EPRA NRV EPRA NTA EPRA NDV \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m IFRS total equity1 3,480.2 3,480.2 3,480.2 1,561.6 1,561.6 1,561.6 Unrecognised surplus on trading property \u2013 joint venture 1.7 1.7 1.7 7.1 7.1 7.1 Fair value of financial instruments \u2013 interest rate derivatives2 (9.7) (9.7) \u2013 (12.1) (12.1) \u2013 Fair value adjustment of exchangeable bond 3 2.0 2.0 \u2013 (4.8) (4.8) \u2013 Real Estate Transfer Tax 332.2 \u2013 \u2013 116.0 \u2013 \u2013 Excess fair value of debt over carrying value4 \u2013 \u2013 29.8 \u2013 \u2013 121.4 Deferred tax adjustments 5.2 5.2 \u2013 0.4 0.4 \u2013 NAV 3,811.6 3,479.4 3,511.7 1,668.2 1,552.2 1,690.1 NAV per share (pence) 208.4p 190.3p 192.0p 195.7p 182.1p 198.3p 1. IFRS total equity of 190.3 pence per share (2022: 183.2 pence per share). 2. This relates to the fair value of interest rate derivatives. Further details are disclosed within note 18 \u2018Derivative financial instruments\u2019. 3. Adjustment to remove the exchangeable bond option fair value and include the exchangeable bond liability at nominal value of \u00a3275 million. 4. Excludes fair value of exchangeable bond option component included under derivative liabilities as disclosed in note 18 \u2018Derivative financial instruments\u2019. Headline earnings per share Headline earnings per share is calculated in accordance with Circular 1/2023 issued by the South African Institute of Chartered Accountants, a requirement of the Group\u2019s Johannesburg Stock Exchange secondary listing. This measure is not a requirement of IFRS. 2023 2022 \u00a3m \u00a3m Basic earnings/(loss) 750.4 (211.8) Group adjustments: Gain on bargain purchase (805.5) \u2013 Loss on revaluation and profit on sale of investment property 65.0 0.8 Headline earnings/(loss) 9.9 (211.0) Basic headline earnings/(loss) per share (pence) 0.6p (24.8)p Diluted headline earnings/(loss) per share (pence)1 0.6p (24.8)p 1. Further information on these potential ordinary shares can be found in note 32 \u2018Share-based payments\u2019. ", "dimensions": { "concept": "shaftesburycapital:DisclosureOfPerformanceMeasures", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-383": { "value": "Earnings per share \u2013 IFRS
2023 2022
\u00a3m \u00a3m
Basic earnings/(loss)
750.4
(211.8)
Basic earnings/(loss) per share (pence)
45.5p
(24.9)p
Diluted earnings/(loss) per share (pence)
45.3p
(24.9)p
Earnings per share \u2013 EPRA and Underlying earnings Note
2023 2022
\u00a3m \u00a3m
Basic earnings/(loss)
750.4
(211.8)
EPRA Group adjustments:
Loss on revaluation and profit on sale of investment property
7
65.0
0.8
Change in value of investments and other receivables
8
12.5
7.9
Change in fair value of financial assets at fair value through profit or loss
17
(52.0)
239.5
Change in fair value of financial instruments \u2013 interest rate derivatives
18
7.4
(11.0)
Gain on bargain purchase
13
(805.5)
\u2013
Accelerated unwind of unamortised finance costs and interest on early close out of debt
1
10
26.8
6.0
Merger-related transaction costs
6
35.8
14.6
Deferred tax adjustments
(0.1)
(0.1)
EPRA joint venture and associate adjustments:
Profit on sale and transfer of trading property
(5.1)
\u2013
Loss on revaluation of investment property
3.3
(0.9)
Write down of trading property
6.6
12.3
Deferred tax adjustment
(0.1)
\u2013
EPRA earnings
45.0
57.3
EPRA earnings per share (pence)
2.7
6.7
Underlying earnings adjustments:
Impact of change in accounting policy on gross profit
1
5.1
\u2013
Other finance costs
2
5.2
0.5
Merger-related integration and other non-underlying administration costs
6
8.7
\u2013
Change in fair value financial instruments \u2013 exchangeable bond option
18
3.9
(28.8)
Taxation
\u2013
4.7
Joint venture adjustment \u2013 Lillie Square
3
(7.5)
(14.9)
Other
\u2013
(0.2)
Underlying earnings
60.4
18.6
Underlying earnings per share (pence)
3.7
2.2
1. On early redemption of the Carnaby and Chinatown bonds in April 2023 the unamortised fair value adjustment of \u00a324.6 million that arose on completion of the merger was accelerated. In addition, the unamortised costs on the loan facility of \u00a32.2 million was accelerated on early repayment during the year. The prior year adjustment relates to the non-recurring costs in connection with the early repayment of \u00a375 million of private placement notes and the repayment of the \u00a3125 million secured loan. 2. Includes the unwind of the fair value adjustments on the remaining debt facilities acquired on merger (including the fair value unwind of our share of the Longmartin debt of \u00a30.7 million). \u00a34.5 million is recorded through other finance costs included in note 10 \u2018Finance costs\u2019 and \u00a30.6 million within the profit from Longmartin as per note 16 \u2018Investments in joint ventures and associates\u2019. The prior year adjustment related to the cost of entering the loan facility during the prior year. 3. The Lillie Square joint venture is not considered part of the core underlying business of the Group and therefore its results are excluded from underlying earnings. The adjustment includes \u00a33.7 million (2022: \u00a33.5 million) interest receivable by the Group on the interest-bearing loans issued to the joint venture and \u00a33.8 million (2022: \u00a311.4 million) of adjustments made to EPRA earnings for profit on sale and transfer of trading property, loss on revaluation of investment property and write down of trading property.", "dimensions": { "concept": "ifrs-full:DisclosureOfEarningsPerShareExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-384": { "value": "
Net assets per share
2023
2022
EPRA NRV EPRA NTA EPRA NDV EPRA NRV EPRA NTA EPRA NDV
\u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m
IFRS total equity
1
3,480.2
3,480.2
3,480.2
1,561.6
1,561.6
1,561.6
Unrecognised surplus on trading property \u2013 joint venture
1.7
1.7
1.7
7.1
7.1
7.1
Fair value of financial instruments \u2013 interest rate derivatives
2
(9.7)
(9.7)
\u2013
(12.1)
(12.1)
\u2013
Fair value adjustment of exchangeable bond
3
2.0
2.0
\u2013
(4.8)
(4.8)
\u2013
Real Estate Transfer Tax
332.2
\u2013
\u2013
116.0
\u2013
\u2013
Excess fair value of debt over carrying value
4
\u2013
\u2013
29.8
\u2013
\u2013
121.4
Deferred tax adjustments
5.2
5.2
\u2013
0.4
0.4
\u2013
NAV
3,811.6
3,479.4
3,511.7
1,668.2
1,552.2
1,690.1
NAV per share (pence)
208.4p
190.3p
192.0p
195.7p
182.1p
198.3p
1. IFRS total equity of 190.3 pence per share (2022: 183.2 pence per share).
2. This relates to the fair value of interest rate derivatives. Further details are disclosed within note 18 \u2018Derivative financial instruments\u2019.
3. Adjustment to remove the exchangeable bond option fair value and include the exchangeable bond liability at nominal value of \u00a3275 million.
4. Excludes fair value of exchangeable bond option component included under derivative liabilities as disclosed in note 18 \u2018Derivative financial instruments\u2019.
", "dimensions": { "concept": "ifrs-full:DisclosureOfNetAssetValueAttributableToUnitholdersExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-354": { "value": "4 Gross profit All revenue has been generated from operations within the United Kingdom. 2023 2022 \u00a3m \u00a3m Rental receivable 171.9 61.5 Straight-lining of tenant lease incentives1 3.9 6.3 Service charge income 19.3 6.3 Revenue 195.1 74.1 (Provision for)/reversal of expected credit loss (2.0) 1.6 Property expenses1 (31.1) (10.2) Service charge expenses (19.3) (6.3) Impairment of tenant lease incentives (0.8) (1.9) Costs (53.2) (16.8) Gross profit 141.9 57.3 1. Included in the current period charge is \u00a35.1 million relating to the alignment of accounting policies on completion of the merger. \u00a34.1 million of the adjustment is recognised through the straight lining of tenant lease incentives and \u00a31.0 million in property expenses. Details of the change in accounting policy is set out in note 1 \u2018Changes in accounting policies\u2019. ", "dimensions": { "concept": "shaftesburycapital:DisclosureOfGrossProfit", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-385": { "value": "
All revenue has been generated from operations within the United Kingdom.
2023 2022
\u00a3m \u00a3m
Rental receivable
171.9
61.5
Straight-lining of tenant lease incentives
1
3.9
6.3
Service charge income
19.3
6.3
Revenue
195.1
74.1
(Provision for)/reversal of expected credit loss
(2.0)
1.6
Property expenses
1
(31.1)
(10.2)
Service charge expenses
(19.3)
(6.3)
Impairment of tenant lease incentives
(0.8)
(1.9)
Costs
(53.2)
(16.8)
Gross profit
141.9
57.3
1. Included in the current period charge is \u00a35.1 million relating to the alignment of accounting policies on completion of the merger. \u00a34.1 million of the adjustment is
recognised through the straight lining of tenant lease incentives and \u00a31.0 million in property expenses. Details of the change in accounting policy is set out in note 1
\u2018Changes in accounting policies\u2019.
", "dimensions": { "concept": "ifrs-full:DisclosureOfRevenueExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-439": { "value": "All revenue has been generated from operations within the United Kingdom.
2023 2022
\u00a3m \u00a3m
Rental receivable
171.9
61.5
Straight-lining of tenant lease incentives
1
3.9
6.3
Service charge income
19.3
6.3
Revenue
195.1
74.1
(Provision for)/reversal of expected credit loss
(2.0)
1.6
Property expenses
1
(31.1)
(10.2)
Service charge expenses
(19.3)
(6.3)
Impairment of tenant lease incentives
(0.8)
(1.9)
Costs
(53.2)
(16.8)
Gross profit
141.9
57.3
1. Included in the current period charge is \u00a35.1 million relating to the alignment of accounting policies on completion of the merger. \u00a34.1 million of the adjustment is recognised through the straight lining of tenant lease incentives and \u00a31.0 million in property expenses. Details of the change in accounting policy is set out in note 1 \u2018Changes in accounting policies\u2019.
2023 2022
\u00a3m \u00a3m
Depreciation
0.4
0.2
Employee costs
25.1
17.7
Head office administration expenses
13.8
8.1
Merger-related transaction costs
1
35.8
14.6
Merger-related integration costs
1
7.9
\u2013
Non-underlying administration expenses
0.8
\u2013
Administration expenses
83.8
40.6
1. Costs relate to transaction fees and expenses in respect of the merger and subsequent costs of integrating the combined business. Details of transaction costs are set out in note 13 \u2018Gain on bargain purchase\u2019. (a) Employee costs (including Executive Directors) Note
2023 2022
\u00a3m \u00a3m
Wages and salaries
19.9
12.4
Social security costs
2.6
2.0
Other pension costs
1.5
0.9
Share-based payment
1
32
1.1
2.4
Employee costs
25.1
17.7
1. Includes \u00a30.1 million credit (2022: \u00a30.1 million charge) for national insurance on share options due to changes in vesting and forfeiture assumptions. Details of the share option schemes, and principal assumptions made at the last grant and measurement dates are set out in note 32 \u2018Share-based payments\u2019. Share-based payment charges are calculated based on the expected fair value of share awards as calculated using the Black-Scholes option pricing model. Details of the share option schemes, and principal assumptions made at the last grant and measurement dates are set out in note 32 \u2018Share-based payments\u2019. (b) Employee numbers Average monthly number of people (including Executive Directors) employed
2023
2022
Total average headcount
105
67
The details of individual Directors\u2019 remuneration and pension benefits as set out in the tables contained in the Directors\u2019 remuneration report on pages 127 to 152 form part of these consolidated financial statements. (c) Auditors\u2019 remuneration
2023 2022
\u00a3m \u00a3m
Remuneration to the principal auditors in respect of audit fees:
Company and Group consolidated financial statements
1.1
0.5
Audit of the financial statements of the Company\u2019s subsidiaries
0.2
0.2
Audit of the financial statements of the Company\u2019s joint ventures and associates
0.1
\u2013
Fees related to the audit of the Company, subsidiaries, joint ventures and associates
1.4
0.7
Audit related assurance services including interim review
0.2
0.1
Total fees for audit and audit related services
1.6
0.8
The Group\u2019s auditors, PricewaterhouseCoopers LLP, have engaged on assignments in addition to their audit engagement duties where their expertise and experience of the Group are important. 2023 non-audit fees, including the interim review, represented 11.0 per cent of the total audit fee (2022: 12.0 per cent). Further details on the Audit Committee\u2019s non-audit services policy can be found on page 124. ", "dimensions": { "concept": "ifrs-full:DisclosureOfExpensesExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-352": { "value": "
5 Other income
2023 2022
\u00a3m \u00a3m
Dividend income
1
2.6
13.5
Management fee income
0.1
\u2013
Other income
2.7
13.5
1. Dividend income earned from the Group\u2019s investment in Shaftesbury prior to the all-share merger.
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherOperatingIncomeExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-386": { "value": "5 Other income
2023 2022
\u00a3m \u00a3m
Dividend income
1
2.6
13.5
Management fee income
0.1
\u2013
Other income
2.7
13.5
1. Dividend income earned from the Group\u2019s investment in Shaftesbury prior to the all-share merger. ", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherOperatingIncomeExpenseExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-353": { "value": "
6 Administration expenses
2023 2022
\u00a3m \u00a3m
Depreciation
0.4
0.2
Employee costs
25.1
17.7
Head office administration expenses
13.8
8.1
Merger-related transaction costs
1
35.8
14.6
Merger-related integration costs
1
7.9
\u2013
Non-underlying administration expenses
0.8
\u2013
Administration expenses
83.8
40.6
1. Costs relate to transaction fees and expenses in respect of the merger and subsequent costs of integrating the combined business. Details of transaction costs are set
out in note 13 \u2018Gain on bargain purchase\u2019.
(a) Employee costs (including Executive Directors)
Note
2023 2022
\u00a3m \u00a3m
Wages and salaries
19.9
12.4
Social security costs
2.6
2.0
Other pension costs
1.5
0.9
Share-based payment
1
32
1.1
2.4
Employee costs
25.1
17.7
1. Includes \u00a30.1 million credit (2022: \u00a30.1 million charge) for national insurance on share options due to changes in vesting and forfeiture assumptions. Details of the share option
schemes, and principal assumptions made at the last grant and measurement dates are set out in note 32 \u2018Share-based payments\u2019.
Share-based payment charges are calculated based on the expected fair value of share awards as calculated using the
Black-Scholes option pricing model. Details of the share option schemes, and principal assumptions made at the last grant
and measurement dates are set out in note 32 \u2018Share-based payments\u2019.
(b) Employee numbers
Average monthly number of people (including Executive Directors) employed
2023
2022
Total average headcount
105
67
The details of individual Directors\u2019 remuneration and pension benefits as set out in the tables contained in the Directors\u2019
remuneration report on pages 127 to 152 form part of these consolidated financial statements.
(c) Auditors\u2019 remuneration
2023 2022
\u00a3m \u00a3m
Remuneration to the principal auditors in respect of audit fees:
Company and Group consolidated financial statements
1.1
0.5
Audit of the financial statements of the Company\u2019s subsidiaries
0.2
0.2
Audit of the financial statements of the Company\u2019s joint ventures and associates
0.1
\u2013
Fees related to the audit of the Company, subsidiaries, joint ventures and associates
1.4
0.7
Audit related assurance services including interim review
0.2
0.1
Total fees for audit and audit related services
1.6
0.8
The Group\u2019s auditors, PricewaterhouseCoopers LLP, have engaged on assignments in addition to their audit engagement duties
where their expertise and experience of the Group are important. 2023 non-audit fees, including the interim review, represented
11.0 per cent of the total audit fee (2022: 12.0 per cent). Further details on the Audit Committee\u2019s non-audit services policy can
be found on page 124.
", "dimensions": { "concept": "ifrs-full:DisclosureOfGeneralAndAdministrativeExpenseExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-428": { "value": "6 Administration expenses
2023 2022
\u00a3m \u00a3m
Depreciation
0.4
0.2
Employee costs
25.1
17.7
Head office administration expenses
13.8
8.1
Merger-related transaction costs
1
35.8
14.6
Merger-related integration costs
1
7.9
\u2013
Non-underlying administration expenses
0.8
\u2013
Administration expenses
83.8
40.6
1. Costs relate to transaction fees and expenses in respect of the merger and subsequent costs of integrating the combined business. Details of transaction costs are set out in note 13 \u2018Gain on bargain purchase\u2019. (a) Employee costs (including Executive Directors) Note
2023 2022
\u00a3m \u00a3m
Wages and salaries
19.9
12.4
Social security costs
2.6
2.0
Other pension costs
1.5
0.9
Share-based payment
1
32
1.1
2.4
Employee costs
25.1
17.7
1. Includes \u00a30.1 million credit (2022: \u00a30.1 million charge) for national insurance on share options due to changes in vesting and forfeiture assumptions. Details of the share option schemes, and principal assumptions made at the last grant and measurement dates are set out in note 32 \u2018Share-based payments\u2019. Share-based payment charges are calculated based on the expected fair value of share awards as calculated using the Black-Scholes option pricing model. Details of the share option schemes, and principal assumptions made at the last grant and measurement dates are set out in note 32 \u2018Share-based payments\u2019. (b) Employee numbers Average monthly number of people (including Executive Directors) employed
2023
2022
Total average headcount
105
67
The details of individual Directors\u2019 remuneration and pension benefits as set out in the tables contained in the Directors\u2019 remuneration report on pages 127 to 152 form part of these consolidated financial statements. (c) Auditors\u2019 remuneration
2023 2022
\u00a3m \u00a3m
Remuneration to the principal auditors in respect of audit fees:
Company and Group consolidated financial statements
1.1
0.5
Audit of the financial statements of the Company\u2019s subsidiaries
0.2
0.2
Audit of the financial statements of the Company\u2019s joint ventures and associates
0.1
\u2013
Fees related to the audit of the Company, subsidiaries, joint ventures and associates
1.4
0.7
Audit related assurance services including interim review
0.2
0.1
Total fees for audit and audit related services
1.6
0.8
The Group\u2019s auditors, PricewaterhouseCoopers LLP, have engaged on assignments in addition to their audit engagement duties where their expertise and experience of the Group are important. 2023 non-audit fees, including the interim review, represented 11.0 per cent of the total audit fee (2022: 12.0 per cent). Further details on the Audit Committee\u2019s non-audit services policy can be found on page 124. ", "dimensions": { "concept": "ifrs-full:DisclosureOfExpensesByNatureExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-387": { "value": "
2023 2022
\u00a3m \u00a3m
Depreciation
0.4
0.2
Employee costs
25.1
17.7
Head office administration expenses
13.8
8.1
Merger-related transaction costs
1
35.8
14.6
Merger-related integration costs
1
7.9
\u2013
Non-underlying administration expenses
0.8
\u2013
Administration expenses
83.8
40.6
1. Costs relate to transaction fees and expenses in respect of the merger and subsequent costs of integrating the combined business. Details of transaction costs are set out in note 13 \u2018Gain on bargain purchase\u2019.", "dimensions": { "concept": "ifrs-full:DisclosureOfDepreciationAndAmortisationExpenseExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-412": { "value": "(a) Employee costs (including Executive Directors) Note
2023 2022
\u00a3m \u00a3m
Wages and salaries
19.9
12.4
Social security costs
2.6
2.0
Other pension costs
1.5
0.9
Share-based payment
1
32
1.1
2.4
Employee costs
25.1
17.7
1. Includes \u00a30.1 million credit (2022: \u00a30.1 million charge) for national insurance on share options due to changes in vesting and forfeiture assumptions. Details of the share option schemes, and principal assumptions made at the last grant and measurement dates are set out in note 32 \u2018Share-based payments\u2019. Share-based payment charges are calculated based on the expected fair value of share awards as calculated using the Black-Scholes option pricing model. Details of the share option schemes, and principal assumptions made at the last grant and measurement dates are set out in note 32 \u2018Share-based payments\u2019. ", "dimensions": { "concept": "ifrs-full:DisclosureOfEmployeeBenefitsExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-388": { "value": "(a) Employee costs (including Executive Directors) Note
2023 2022
\u00a3m \u00a3m
Wages and salaries
19.9
12.4
Social security costs
2.6
2.0
Other pension costs
1.5
0.9
Share-based payment
1
32
1.1
2.4
Employee costs
25.1
17.7
1. Includes \u00a30.1 million credit (2022: \u00a30.1 million charge) for national insurance on share options due to changes in vesting and forfeiture assumptions. Details of the share option schemes, and principal assumptions made at the last grant and measurement dates are set out in note 32 \u2018Share-based payments\u2019. Share-based payment charges are calculated based on the expected fair value of share awards as calculated using the Black-Scholes option pricing model. Details of the share option schemes, and principal assumptions made at the last grant and measurement dates are set out in note 32 \u2018Share-based payments\u2019. (b) Employee numbers Average monthly number of people (including Executive Directors) employed
2023
2022
Total average headcount
105
67
The details of individual Directors\u2019 remuneration and pension benefits as set out in the tables contained in the Directors\u2019 remuneration report on pages 127 to 152 form part of these consolidated financial statements. ", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutEmployeesExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-389": { "value": "(c) Auditors\u2019 remuneration
2023 2022
\u00a3m \u00a3m
Remuneration to the principal auditors in respect of audit fees:
Company and Group consolidated financial statements
1.1
0.5
Audit of the financial statements of the Company\u2019s subsidiaries
0.2
0.2
Audit of the financial statements of the Company\u2019s joint ventures and associates
0.1
\u2013
Fees related to the audit of the Company, subsidiaries, joint ventures and associates
1.4
0.7
Audit related assurance services including interim review
0.2
0.1
Total fees for audit and audit related services
1.6
0.8
The Group\u2019s auditors, PricewaterhouseCoopers LLP, have engaged on assignments in addition to their audit engagement duties where their expertise and experience of the Group are important. 2023 non-audit fees, including the interim review, represented 11.0 per cent of the total audit fee (2022: 12.0 per cent). Further details on the Audit Committee\u2019s non-audit services policy can be found on page 124. ", "dimensions": { "concept": "ifrs-full:DisclosureOfAuditorsRemunerationExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-355": { "value": "7 Loss on revaluation and profit on sale of investment property 2023 2022 \u00a3m \u00a3m Loss on revaluation of investment property (68.5) (0.8) Profit on sale of investment property 3.5 \u2013 Loss on revaluation and profit on sale of investment property (65.0) (0.8) ", "dimensions": { "concept": "shaftesburycapital:DisclosureOfGainLossOnRevaluationAndSaleOfInvestmentAndDevelopmentProperty", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-356": { "value": "8 Change in value of investments and other receivables The change in value of investments and other receivables relates to amounts receivable from the Lillie Square joint venture. The investment and other receivables in Lillie Square consist of the equity investment, interest bearing loans and a working capital facility. Due to the joint venture being in a net liability position, and incurring losses in the year, the equity investment is held at nil (2022: nil). As at the balance sheet date, prior to impairment, the Group held an interest-bearing loan at \u00a390.1 million (2022: \u00a386.4 million) and working capital facility of \u00a329.0 million (2022: \u00a328.2 million). As required by IFRS 9, an impairment assessment was performed comparing the carrying amount of the interest-bearing loans and working capital facility to the present value of the estimated future cash flows from the joint venture. The key assumptions made in the impairment assessment were the expected cash flows to be generated over the project life and the timing thereof. In terms of IFRS 9 requirements the Group applied a discount rate of 4.25 per cent (being the effective interest rate on the loan to the joint venture) to the cash flows which are in line with the strategic plan of the joint venture. As a result, the Group has booked an impairment of \u00a312.5 million during 2023 leading to a cumulative impairment of \u00a343.1 million (2022: \u00a330.6 million cumulative impairment). The cumulative impairment takes into consideration the losses from the joint venture. Factoring in the impairment, the interest-bearing loan is held at a net book value of \u00a376.0 million (2022: \u00a384.0 million) and working capital facility at nil (2022: nil). The balances are included within Trade and other receivables at the balance sheet date. Further details are set out in note 19 \u2018Trade and other receivables\u2019. ", "dimensions": { "concept": "shaftesburycapital:DisclosureOfChangeInValueOfInvestmentsAndOtherReceivables", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-390": { "value": "8 Change in value of investments and other receivables The change in value of investments and other receivables relates to amounts receivable from the Lillie Square joint venture. The investment and other receivables in Lillie Square consist of the equity investment, interest bearing loans and a working capital facility. Due to the joint venture being in a net liability position, and incurring losses in the year, the equity investment is held at nil (2022: nil). As at the balance sheet date, prior to impairment, the Group held an interest-bearing loan at \u00a390.1 million (2022: \u00a386.4 million) and working capital facility of \u00a329.0 million (2022: \u00a328.2 million). As required by IFRS 9, an impairment assessment was performed comparing the carrying amount of the interest-bearing loans and working capital facility to the present value of the estimated future cash flows from the joint venture. The key assumptions made in the impairment assessment were the expected cash flows to be generated over the project life and the timing thereof. In terms of IFRS 9 requirements the Group applied a discount rate of 4.25 per cent (being the effective interest rate on the loan to the joint venture) to the cash flows which are in line with the strategic plan of the joint venture. As a result, the Group has booked an impairment of \u00a312.5 million during 2023 leading to a cumulative impairment of \u00a343.1 million (2022: \u00a330.6 million cumulative impairment). The cumulative impairment takes into consideration the losses from the joint venture. Factoring in the impairment, the interest-bearing loan is held at a net book value of \u00a376.0 million (2022: \u00a384.0 million) and working capital facility at nil (2022: nil). The balances are included within Trade and other receivables at the balance sheet date. Further details are set out in note 19 \u2018Trade and other receivables\u2019. ", "dimensions": { "concept": "ifrs-full:DisclosureOfImpairmentOfAssetsExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-440": { "value": "8 Change in value of investments and other receivables The change in value of investments and other receivables relates to amounts receivable from the Lillie Square joint venture. The investment and other receivables in Lillie Square consist of the equity investment, interest bearing loans and a working capital facility. Due to the joint venture being in a net liability position, and incurring losses in the year, the equity investment is held at nil (2022: nil). As at the balance sheet date, prior to impairment, the Group held an interest-bearing loan at \u00a390.1 million (2022: \u00a386.4 million) and working capital facility of \u00a329.0 million (2022: \u00a328.2 million). As required by IFRS 9, an impairment assessment was performed comparing the carrying amount of the interest-bearing loans and working capital facility to the present value of the estimated future cash flows from the joint venture. The key assumptions made in the impairment assessment were the expected cash flows to be generated over the project life and the timing thereof. In terms of IFRS 9 requirements the Group applied a discount rate of 4.25 per cent (being the effective interest rate on the loan to the joint venture) to the cash flows which are in line with the strategic plan of the joint venture. As a result, the Group has booked an impairment of \u00a312.5 million during 2023 leading to a cumulative impairment of \u00a343.1 million (2022: \u00a330.6 million cumulative impairment). The cumulative impairment takes into consideration the losses from the joint venture. Factoring in the impairment, the interest-bearing loan is held at a net book value of \u00a376.0 million (2022: \u00a384.0 million) and working capital facility at nil (2022: nil). The balances are included within Trade and other receivables at the balance sheet date. Further details are set out in note 19 \u2018Trade and other receivables\u2019. 19 Trade and other receivables
2023 2022
\u00a3m \u00a3m
Non-current
Prepayments and accrued income
1
28.5
31.6
Amounts receivable from joint ventures
2
76.0
84.0
Amounts receivable from associates
3
11.6
\u2013
Trade and other receivables
116.1
115.6
Current
Rent receivable
4
13.6
8.0
Other receivables
5
12.0
2.6
Prepayments and accrued income
1
17.1
10.2
Trade and other receivables
42.7
20.8
1. Includes tenant lease incentives and deferred letting fees of \u00a337.9 million (2022: \u00a334.7 million). 2. Amounts receivable from joint ventures represents an interest-bearing loan of \u00a390.1 million (31 December 2022: \u00a386.4 million) provided to LSJV. The loan bears interest at 4.25 per cent per annum and is repayable on demand. As it is not the intention of the Group to call on the loan in the next 12 months it has been presented as non-current. The loan has been impaired by \u00a314.1 million (31 December 2022: \u00a32.4 million) to date. Included within current trade and other receivables is working capital funding of \u00a329.0 million due from LSJV (31 December 2022: \u00a328.2 million) that has been fully impaired. 3. Amounts receivable from associates represents a loan of \u00a311.6 million (31 December 2022: nil) provided to Longmartin. As it is not the intention of the Group to call on the loan in the next 12 months it has been presented as non-current. 4. Rent receivable is shown net of an expected credit loss provision of \u00a34.8 million (31 December 2022: \u00a34.0 million). 5. Other receivables include \u00a37.0 million of restricted cash held on deposit as security for the secured term loans and bank facilities with certain conditions restricting the use.", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherAssetsExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-357": { "value": "
9 Finance income
2023 2022
\u00a3m \u00a3m
Finance income:
On deposits and current accounts
6.3
1.4
On interest rate derivatives
9.3
1.2
Finance income
15.6
2.6
Other finance income:
On loans to joint ventures and associates
4.1
3.5
Other finance income
4.1
3.5
10 Finance costs
2023 2022
\u00a3m \u00a3m
On bank facilities and loan notes
40.3
18.2
On exchangeable bonds
1
8.4
8.3
On mortgage bonds
2
1.8
\u2013
On secured loans
16.5
\u2013
On obligations under lease liabilities
0.5
0.7
Finance costs
67.5
27.2
Other finance costs:
Non-underlying finance charges
3
31.3
6.5
Other finance costs
31.3
6.5
1. On 30 November 2020 the Group issued \u00a3275 million of secured exchangeable bonds maturing in March 2026. The notes were originally exchangeable into cash or ordinary
shares of Shaftesbury but following the all-share merger are convertible into Shaftesbury Capital shares. The net proceeds received from the issue of the exchangeable bonds
have been split between the financial liability element and an option component. The debt component is accounted for at amortised cost and, after taking into account
transaction costs, accrues interest at an effective interest rate of 3.1 per cent, of which 2 per cent (\u00a35.5 million) represents the cash coupon on the bond.
2. Interest incurred on the \u00a3575 million Chinatown and Carnaby bonds from 6 March 2023 up to their redemption in April 2023.
3. Non-underlying finance charges have been excluded from the calculation of underlying earnings as these are non-recurring costs and do not represent the underlying
performance of the business. The current year charge relates to the unwind of the fair value adjustment of the debt on completion of the merger as discussed in note 13 \u2018Gain
on bargain purchase\u2019. It is comprised of \u00a324.6 million for the unwind on the early redemption of the Chinatown and Carnaby bonds and \u00a34.5 million on the remaining facilities.
The current year amount further includes \u00a32.2 million accelerated amortisation on the early settlement of the loan facility during the year. In the prior year the costs were in
connection with the early repayment of \u00a375.0 million of private placement notes, the repayment of the \u00a3125.0 million secured loan and the cost of entering the loan facility.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceIncomeExpenseExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-391": { "value": "9 Finance income
2023 2022
\u00a3m \u00a3m
Finance income:
On deposits and current accounts
6.3
1.4
On interest rate derivatives
9.3
1.2
Finance income
15.6
2.6
Other finance income:
On loans to joint ventures and associates
4.1
3.5
Other finance income
4.1
3.5
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceIncomeExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-429": { "value": "9 Finance income
2023 2022
\u00a3m \u00a3m
Finance income:
On deposits and current accounts
6.3
1.4
On interest rate derivatives
9.3
1.2
Finance income
15.6
2.6
Other finance income:
On loans to joint ventures and associates
4.1
3.5
Other finance income
4.1
3.5
", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestIncomeExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-413": { "value": "9 Finance income
2023 2022
\u00a3m \u00a3m
Finance income:
On deposits and current accounts
6.3
1.4
On interest rate derivatives
9.3
1.2
Finance income
15.6
2.6
Other finance income:
On loans to joint ventures and associates
4.1
3.5
Other finance income
4.1
3.5
10 Finance costs
2023 2022
\u00a3m \u00a3m
On bank facilities and loan notes
40.3
18.2
On exchangeable bonds
1
8.4
8.3
On mortgage bonds
2
1.8
\u2013
On secured loans
16.5
\u2013
On obligations under lease liabilities
0.5
0.7
Finance costs
67.5
27.2
Other finance costs:
Non-underlying finance charges
3
31.3
6.5
Other finance costs
31.3
6.5
1. On 30 November 2020 the Group issued \u00a3275 million of secured exchangeable bonds maturing in March 2026. The notes were originally exchangeable into cash or ordinary shares of Shaftesbury but following the all-share merger are convertible into Shaftesbury Capital shares. The net proceeds received from the issue of the exchangeable bonds have been split between the financial liability element and an option component. The debt component is accounted for at amortised cost and, after taking into account transaction costs, accrues interest at an effective interest rate of 3.1 per cent, of which 2 per cent (\u00a35.5 million) represents the cash coupon on the bond. 2. Interest incurred on the \u00a3575 million Chinatown and Carnaby bonds from 6 March 2023 up to their redemption in April 2023. 3. Non-underlying finance charges have been excluded from the calculation of underlying earnings as these are non-recurring costs and do not represent the underlying performance of the business. The current year charge relates to the unwind of the fair value adjustment of the debt on completion of the merger as discussed in note 13 \u2018Gain on bargain purchase\u2019. It is comprised of \u00a324.6 million for the unwind on the early redemption of the Chinatown and Carnaby bonds and \u00a34.5 million on the remaining facilities. The current year amount further includes \u00a32.2 million accelerated amortisation on the early settlement of the loan facility during the year. In the prior year the costs were in connection with the early repayment of \u00a375.0 million of private placement notes, the repayment of the \u00a3125.0 million secured loan and the cost of entering the loan facility.", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestIncomeExpenseExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-392": { "value": "10 Finance costs
2023 2022
\u00a3m \u00a3m
On bank facilities and loan notes
40.3
18.2
On exchangeable bonds
1
8.4
8.3
On mortgage bonds
2
1.8
\u2013
On secured loans
16.5
\u2013
On obligations under lease liabilities
0.5
0.7
Finance costs
67.5
27.2
Other finance costs:
Non-underlying finance charges
3
31.3
6.5
Other finance costs
31.3
6.5
1. On 30 November 2020 the Group issued \u00a3275 million of secured exchangeable bonds maturing in March 2026. The notes were originally exchangeable into cash or ordinary shares of Shaftesbury but following the all-share merger are convertible into Shaftesbury Capital shares. The net proceeds received from the issue of the exchangeable bonds have been split between the financial liability element and an option component. The debt component is accounted for at amortised cost and, after taking into account transaction costs, accrues interest at an effective interest rate of 3.1 per cent, of which 2 per cent (\u00a35.5 million) represents the cash coupon on the bond. 2. Interest incurred on the \u00a3575 million Chinatown and Carnaby bonds from 6 March 2023 up to their redemption in April 2023. 3. Non-underlying finance charges have been excluded from the calculation of underlying earnings as these are non-recurring costs and do not represent the underlying performance of the business. The current year charge relates to the unwind of the fair value adjustment of the debt on completion of the merger as discussed in note 13 \u2018Gain on bargain purchase\u2019. It is comprised of \u00a324.6 million for the unwind on the early redemption of the Chinatown and Carnaby bonds and \u00a34.5 million on the remaining facilities. The current year amount further includes \u00a32.2 million accelerated amortisation on the early settlement of the loan facility during the year. In the prior year the costs were in connection with the early repayment of \u00a375.0 million of private placement notes, the repayment of the \u00a3125.0 million secured loan and the cost of entering the loan facility.", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceCostExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-430": { "value": "10 Finance costs
2023 2022
\u00a3m \u00a3m
On bank facilities and loan notes
40.3
18.2
On exchangeable bonds
1
8.4
8.3
On mortgage bonds
2
1.8
\u2013
On secured loans
16.5
\u2013
On obligations under lease liabilities
0.5
0.7
Finance costs
67.5
27.2
Other finance costs:
Non-underlying finance charges
3
31.3
6.5
Other finance costs
31.3
6.5
1. On 30 November 2020 the Group issued \u00a3275 million of secured exchangeable bonds maturing in March 2026. The notes were originally exchangeable into cash or ordinary shares of Shaftesbury but following the all-share merger are convertible into Shaftesbury Capital shares. The net proceeds received from the issue of the exchangeable bonds have been split between the financial liability element and an option component. The debt component is accounted for at amortised cost and, after taking into account transaction costs, accrues interest at an effective interest rate of 3.1 per cent, of which 2 per cent (\u00a35.5 million) represents the cash coupon on the bond. 2. Interest incurred on the \u00a3575 million Chinatown and Carnaby bonds from 6 March 2023 up to their redemption in April 2023. 3. Non-underlying finance charges have been excluded from the calculation of underlying earnings as these are non-recurring costs and do not represent the underlying performance of the business. The current year charge relates to the unwind of the fair value adjustment of the debt on completion of the merger as discussed in note 13 \u2018Gain on bargain purchase\u2019. It is comprised of \u00a324.6 million for the unwind on the early redemption of the Chinatown and Carnaby bonds and \u00a34.5 million on the remaining facilities. The current year amount further includes \u00a32.2 million accelerated amortisation on the early settlement of the loan facility during the year. In the prior year the costs were in connection with the early repayment of \u00a375.0 million of private placement notes, the repayment of the \u00a3125.0 million secured loan and the cost of entering the loan facility.", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestExpenseExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-358": { "value": "
11 Taxation
2023 2022
\u00a3m \u00a3m
Current income tax:
Current income tax charge
0.2
\u2013
Current tax on profits
0.2
\u2013
Deferred income tax:
On accelerated capital allowances
0.1
0.1
On Group losses
(1.4)
4.7
On other temporary differences
1.3
1.2
Deferred tax on profits
\u2013
6.0
Total taxation charge in the consolidated income statement
0.2
6.0
Factors affecting the tax charge for the year
The tax charge for the year is \u00a30.2 million (2022: \u00a36.0 million) against a profit before tax of \u00a3750.6 million (2022: \u00a3205.8 million loss).
A reconciliation against the standard rate of corporation tax in the United Kingdom (\u201cUK\u201d) is set out below:
2023 2022
\u00a3m \u00a3m
Profit/(loss) before tax
750.6
(205.8)
Profit/(loss) on ordinary activities multiplied by the standard rate in the UK of 23.5% (2022: 19%)
176.4
(39.1)
Revaluation losses attributable to REIT business
3.9
45.6
Expenses disallowed
18.4
3.9
Non-taxable items
(0.2)
(0.2)
Non-taxable items: Gain on bargain purchase
(189.3)
\u2013
REIT tax-exempt rental profits
(6.5)
(8.3)
Share of partnership loss
(1.0)
(0.6)
Other temporary differences not provided
(0.1)
\u2013
Utilisation of losses not recognised for deferred tax
(1.4)
\u2013
Unwind deferred tax on prior period group losses
\u2013
4.7
Total taxation charge in the consolidated income statement
0.2
6.0
As a UK REIT, the Group is exempt from UK corporation tax on income and gains from qualifying activities. Non-qualifying activities
are subject to UK corporation tax.
The main corporation tax rate increased from 19 to 25 per cent with effect from 1 April 2023. As a result of this change in tax rate,
a blended rate of 23.5 per cent will be applicable to the Group for the year ending 31 December 2023.
Pillar Two legislation was substantively enacted in the UK on 20 June 2023 in Finance (No. 2) Act 2023. As the legislation will be
effective for the Group\u2019s financial year beginning 1 January 2024 the Group has performed an assessment of its potential exposure
to Pillar Two income taxes. Based on an assessment of the most recent information available regarding the financial performance
of the constituent entities in the Group, we do not expect to be within the scope of Pillar Two legislation. Although, the current
year\u2019s consolidated revenue (\u201crevenue\u201d) inclusive of the gain on bargain purchase of \u00a3805.5 million (2022: nil) exceeds the revenue
threshold, this is an exceptional item recognised as a result of the merger and is non-recurring. In the normal course of business,
the Group\u2019s revenue is not expected to exceed the revenue threshold for at least two out of the last four years. We will continue
to monitor the Group\u2019s revenue against the threshold to assess the applicability of the Pillar Two legislation to the Group.
", "dimensions": { "concept": "ifrs-full:DisclosureOfIncomeTaxExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-393": { "value": "
12 Dividends
Group and Company
PID
Non-PID
Date paid
2023
2022
Pence per share
\u00a3m
\u00a3m
Ordinary shares
For the year ended 31 December 2021:
Final dividend of 1.0 pence per share
0.5
0.5
8 July 2022
\u2013
8.5
For the year ended 31 December 2022:
First interim dividend of 0.8 pence per share
0.8
\u2013
19 Sept 2022 (SA) and 20 Sept 2022 (UK)
\u2013
6.8
Second interim dividend of 1.7 pence per share
0.7
1.0
20 March 2023
14.5
\u2013
For the year ended 31 December 2023:
Interim cash dividend of 1.5 pence per share
\u2013
1.5
18 September 2023
29.3
\u2013
Dividend expense
1
43.8
15.3
1. Includes \u00a31.9 million paid to a controlled entity, Capco Investment London (No.7) Scottish Limited Partnership, in respect of 128,350,793 shares held as collateral for the
exchangeable bonds. The entity has provided an undertaking not to exercise its voting rights in respect of such ordinary shares but will receive the declared dividend, all of
which was retained by the Group following calculation of the dividend threshold test as set out in the exchangeable bond conditions. The Groups dividend expense recorded
in the consolidated statement of cash flows is \u00a341.9 million.
As a UK REIT, Shaftesbury Capital must distribute at least 90 per cent of the Group\u2019s income profits from its tax-exempt property
rental business, and 100 per cent of the Group\u2019s UK REIT investment profits, by way of a PID.
These distributions can be subject to withholding tax at 20 per cent. Dividends from profits of the Group\u2019s taxable residual business
are ordinary dividends and will be taxed as an ordinary dividend.
On 28 February 2024, the Directors proposed a final cash dividend of 1.65 pence per ordinary share (of which 0.65 pence per
ordinary share will be paid as a PID and 1.0 pence per ordinary share as a non-PID), bringing the total dividend for 2023 to
3.15 pence per ordinary share. The proposed 2023 final cash dividend is subject to approval at Shaftesbury Capital\u2019s Annual
General Meeting, to be held on 23 May 2024. If approved, the final cash dividend will be paid on 31 May 2024 to all shareholders
on the register on 26 April 2024.
", "dimensions": { "concept": "ifrs-full:DisclosureOfDividendsExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-414": { "value": "0", "decimals": 3, "dimensions": { "concept": "ifrs-full:DividendsRecognisedAsDistributionsToOwnersPerShare", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00", "unit": "iso4217:GBP/xbrli:shares" } }, "fact-359": { "value": "
13 Gain on bargain purchase
The all-share merger between Capco and Shaftesbury completed on 6 March 2023, with the Company being renamed to
Shaftesbury Capital PLC on this date. The merger brought together two real estate companies, with properties mainly located
in the West End, to create the leading central London mixed-use REIT.
Prior to the all-share merger, Capco held a 25.2 per cent shareholding in Shaftesbury which was accounted for at fair value through
profit and loss. On the completion date, the fair value of Shaftesbury shares was 421.6 pence per share and Capco\u2019s 25.2 per cent
interest, consisting of 96,971,003 Shaftesbury shares, was valued at \u00a3408.8 million. Of this shareholding, 38,245,171 shares were
held as collateral in respect of the \u00a3275 million exchangeable bonds, issued in 2020.
Upon the merger becoming effective, Shaftesbury Shareholders received 3.356 Shaftesbury Capital shares for each Shaftesbury
share held, totalling 1,095,549,228 shares (including 128,350,793 shares issued to a Capco controlled entity in respect of secured
shares previously held as collateral for the exchangeable bonds).
The table below sets out the fair values of the identifiable net assets acquired, and consideration transferred on the completion
date. As the fair value of the identifiable net assets acquired was greater than the total consideration paid, due to the Shaftesbury
Capital share price trading at a 32 per cent discount to the last reported net asset value, and as a result of the exchange ratio
referred to above, a gain on bargain purchase has been recognised in the consolidated income statement for the year.
Book value as at Fair value Fair value as at
6 March 2023 adjustments 6 March 2023
\u00a3m \u00a3m \u00a3m
Assets
Investment property
2
3,099.0
42.0
3,141.0
Investment in associate
2
82.3
2.4
84.7
Property, plant and equipment
0.2
\u2013
0.2
Trade and other receivables
72.0
(42.0)
30.0
Cash and cash equivalents
3
118.1
\u2013
118.1
Total assets
3,371.6
2.4
3,374.0
Liabilities
Borrowings
(954.0)
65.0
(889.0)
Trade and other payables
(66.6)
\u2013
(66.6)
Total liabilities
(1,020.6)
65.0
(955.6)
Net assets acquired
2,351.0
Fair value of net assets acquired
2,418.4
Consideration transferred:
Issue of 1,095,549,228 ordinary share of 25 pence per share
4
1,363.9
Shares previously held by Capco
(159.8)
Consideration: fair value of shares issued
1,204.1
Fair value of shares previously held
408.8
Fair value of consideration and shares previously held
1,612.9
Gain on bargain purchase
805.5
Merger-related transaction costs
5
(35.8)
Total gain on business combination recognised in the consolidated income statement
769.7
1
1. Details of completion date fair value adjustments required under IFRS 3 are set out in the paragraphs below.
2. Investment property, including the Group\u2019s share of investment property held within the Longmartin investment in associate, was externally valued and reported at market
value on the merger date.
3. No cash consideration was paid on completion of the transaction. The cash acquired on completion of the merger, as included within the consolidated statement of cash
flows represents the cash held by Shaftesbury on 6 March 2023.
4. The calculation of consideration transferred is based on the Capco closing share price of 124.5 pence per share on 3 March 2023. Shaftesbury shares, excluding the
25.2 per cent shareholding previously held by Capco, were exchanged for Capco shares at a ratio of 3.356 shares per Shaftesbury share.
5. Merger-related transaction costs of \u00a335.8 million (2022: \u00a314.6 million) incurred in connection with the all-share merger have been recorded within administration expenses
in the consolidated income statement.
Details of completion date fair value adjustments required under IFRS 3:
\u2013 Investment properties and trade and other receivables \u2013 The carrying value of investment properties and trade and other
receivables has been adjusted to derecognise \u00a342.0 million of tenant lease incentives and deferred letting fees held prior
to completion of the merger.
\u2013 Investment in associate \u2013 The fair value of the investment in associate includes investment property and borrowings at fair
value. The Group\u2019s \u00a360.0 million (our share) fixed rate debt held in the associate, was fair valued at \u00a356.6 million, resulting
in a \u00a33.4 million fair value adjustment of the debt due to the current interest rate environment. An offsetting tax adjustment
of \u00a30.8 million was recognised on this fair value adjustment. Capitalised issue costs associated with the debt of \u00a30.2 million
(our share) were derecognised on completion and the fair value of the debt and corresponding deferred tax adjustment will
be amortised over the remaining term of the debt facility.
\u2013 Borrowings \u2013 Fixed rate debt with a nominal value of \u00a3959.8 million was fair valued at \u00a3889.0 million, a \u00a370.8 million difference
due to the current interest rate environment. The fair value adjustment is offset by \u00a35.8 million of capitalised issue costs
associated with the debt which were derecognised on completion. The fair value adjustment will be amortised to other finance
costs over the remaining term of the debt facilities. Following completion of the merger and the redemption of the Carnaby
and Chinatown bonds in April 2023, \u00a324.6 million of the amortisation of the fair value adjustment relating to the bonds was
accelerated and recognised in other finance costs in the period. \u00a341.7 million of the \u00a370.8 million (wholly-owned) adjustment
remains at 31 December 2023, which will be amortised over the remaining term of the debt facilities.
The revenue and loss before tax of the Shaftesbury Group are set out in the table below.
1
2
Pro forma
1 January 2023 to 6 March 2023 to Shaftesbury
5 March 2023 31 December 2023 PLC Group
\u00a3m \u00a3m \u00a3m
Revenue (including service charge income)
24.9
121.9
146.8
Loss before tax
3
(1.7)
(64.3)
(66.0)
1. Shaftesbury Group revenue and loss before tax for the period 1 January 2023 \u2013 5 March 2023 (pre-merger) was obtained from internal management accounts and have not
been adjusted for accounting policy alignments or fair value adjustments.
2. Shaftesbury Group revenue and loss before tax for the period 6 March 2023 \u2013 31 December 2023 (post-merger) are included in the Group consolidated income statement and
take into account adjustments relating to accounting policy alignments and the unwind of the fair value adjustments on the borrowings and related deferred tax in Longmartin.
3. Loss before tax for the periods 1 January 2023 \u2013 5 March 2023 and 6 March 2023 \u2013 31 December 2023 includes revaluation movements and merger-related transaction and
integration costs. Excluding these items, estimated underlying earnings before tax for the period 1 January 2023 \u2013 5 March 2023 were \u00a35 million.
The pro forma information is provided for illustrative purposes only and is not necessarily indicative of the results that the
combined Group would have reported had the merger completed at the beginning of the financial year, or indicative of future
results of the combined Group.
", "dimensions": { "concept": "ifrs-full:DisclosureOfBusinessCombinationsExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-394": { "value": "
14 Property Portfolio
Note
2023 2022
\u00a3m \u00a3m
At 1 January
1,715.1
1,705.6
Investment property acquired on merger at 6 March 2023 fair value
13
3,141.0
\u2013
Additions from acquisitions
17.4
\u2013
Additions from subsequent expenditure
35.1
10.3
Disposals
(81.5)
\u2013
Transfer to owner-occupied property
15
(18.4)
\u2013
Loss on revaluation
7
(68.5)
(0.8)
Carrying value of investment property
4,740.2
1,715.1
Adjustment in respect of fixed head leases
23
(3.0)
(6.1)
Adjustment in respect of tenant lease incentives and deferred letting fees
19
37.9
34.7
Market value of investment property
4,775.1
1,743.7
2023 2022
\u00a3m \u00a3m
The investment property valuation comprises:
Freehold properties
3,791.3
971.2
Leasehold properties
983.8
772.5
Market value of investment property
4,775.1
1,743.7
Market value of property portfolio Note
2023 2022
\u00a3m \u00a3m
Market value of investment property
14
4,775.1
1,743.7
Market value of owner-occupied property
15
20.2
\u2013
Market value of wholly-owned property portfolio
4,795.3
1,743.7
Revaluation (loss)/gain of property portfolio Note
2023 2022
\u00a3m \u00a3m
Revaluation loss reported in consolidated income statement
14
(68.5)
(0.8)
Revaluation gain reported in consolidated statement of comprehensive income
15
1.8
\u2013
Total revaluation loss of wholly-owned property portfolio
(66.7)
(0.8)
Valuation process The fair value of the Group\u2019s wholly-owned investment property and owner-occupied property at 31 December 2023 was determined by independent, appropriately qualified external valuers, CBRE and Cushman & Wakefield. The valuations conform to the Royal Institution of Chartered Surveyors (\u201cRICS\u201d) Valuation Professional Standards. Fees paid to valuers are based on fixed price contracts. Each year the Company appoints the external valuers. The valuers are selected based on their knowledge, independence and reputation for valuing assets such as those held by the Group. Valuations are performed bi-annually and are performed consistently across all properties in the Group\u2019s portfolio. At each reporting date, appropriately qualified employees of the Group verify all significant inputs and review computational outputs. Valuers submit and present summary reports to the Group\u2019s Audit Committee, with the Executive Committee reporting to the Board on the outcome of each valuation round. Net Zero Carbon and EPC compliance The Group published its Net Zero Carbon Pathway in November 2023 and has set 2030 as its target date to achieve this, aligning to a 1.5\u02daC pathway and the aim to be carbon neutral for scope 1 & 2 emissions by 2025. A key element in achieving this will come from carbon efficiencies created through developments and refurbishments of the Group\u2019s property portfolio. During 2023, the Group\u2019s additions from subsequent expenditure were \u00a335.1 million (year ended 31 December 2022: \u00a310.3 million). This included both capital works, which enhanced the environmental performance of assets, and design stage work aimed at delivering environmental enhancements. While new ground-up developments form a limited part of the Group\u2019s activity, the design stage work on refitting and refurbishment of units, particularly in heritage buildings, is equally important to deliver Whole Life Carbon Efficiency. The Net Zero Carbon Pathway also highlights the aim for 75 per cent of commercial units to have a \u201cB\u201d or above EPC compliance rating by 2027 and for all commercial units to have a \u201cB\u201d or above and residential units a \u201cC\u201d or above rating by 2030. Any committed capital expenditure has been included in note 28 \u2018Capital commitments\u2019. Valuation techniques Valuations are based on what is determined to be the highest and best use. When considering the highest and best use a valuer will consider, on a property-by-property basis, its actual and potential uses which are physically, legally and financially viable. Where the highest and best use differs from the existing use, the valuer will consider the cost and the likelihood of achieving and implementing this change in use in arriving at its valuation. The fair value of the Group\u2019s investment properties has primarily been determined using a market approach, which provides an indication of value by comparing the subject asset with similar assets for which price information is available. The external valuers use information provided by the Group, such as tenancy information and capital expenditure expectations. In deriving fair value, the valuer also makes a series of assumptions, using professional judgement and market observations. These assumptions include, but are not limited to, market yields, ERVs and void periods. The critical key assumptions are the equivalent yields and estimated future rental income (ERVs), as set out within the Analysis of Property Portfolio on page 223. Equivalent yields are based on current market prices, depending on, inter alia, the location, condition and use of the properties. ERVs are calculated using a number of factors which include current rental income, market comparatives and local occupancy levels. Whilst there is market evidence for the key inputs, and recent transaction prices for similar properties, there is still a significant element of estimation and judgement. As a result of adjustments made to market observable data, these significant inputs are deemed unobservable.
Non-financial assets carried at fair value, as is the case for investment property held by the Group, are required to be analysed
by level depending on the valuation method adopted under IFRS 13 \u2018Fair Value Measurement\u2019 (\u201cIFRS 13\u201d).
The different valuation levels are defined as:
Level 1: valuation based on quoted market prices traded in active markets;
Level 2: valuation based on inputs other than quoted prices included within Level 1 that maximise the use of observable data
either directly or from market prices or indirectly derived from market prices; and
Level 3: where one or more inputs to valuation are not based on observable market data. Valuations at this level are more
subjective and therefore more closely managed, including sensitivity analysis of inputs to valuation models.
When the degree of subjectivity or nature of the measurement inputs changes, consideration is given as to whether a transfer
between fair value levels is deemed to have occurred. Unobservable data becoming observable market data would determine a
transfer from Level 3 to Level 2. All investment properties held by the Group are classified as Level 3 in the current and prior year.
Sensitivity to changes in key assumptions
As noted in the critical accounting judgements and key sources of estimation and uncertainty section in note 1, the valuation of the
Group\u2019s property portfolio is inherently subjective. As a result, the valuations are subject to a degree of uncertainty and are made
on the basis of assumptions which may not prove to be accurate, particularly in periods of volatility or low transaction flow in the
commercial property market.
The sensitivity analysis below illustrates the impact on the fair value of the Group\u2019s properties, from changes in the key assumptions:
Change in ERV
\u201310%
\u20135%
+5%
+10%
\u00a3m
\u00a3m
\u00a3m
\u00a3m
(Decrease)/increase in fair value
(406.0)
(204.0)
210.0
421.6
Change in Yield
\u201350bps
\u201325bps
+25bps
+50bps
\u00a3m
\u00a3m
\u00a3m
\u00a3m
Increase/(decrease) in fair value
656.0
306.0
(271.2)
(512.1)
The table above shows movements in key assumptions in isolation. These key unobservable inputs are interdependent. All other
factors being equal, a higher equivalent yield would lead to a decrease in the valuation, and an increase in estimated rental value
would increase the capital value, and vice versa. However, there are interrelationships between the key unobservable inputs which
are partially determined by market conditions, which would impact these changes.
The methodology for the combined portfolio has been aligned and is based on the effective annual yield to a purchaser on the
gross market value, assuming rent is receivable annually in arrears, and that the property becomes fully occupied and that all rents
revert to the current market level (ERV as at 31 December 2023) at the next review date or lease expiry. Shaftesbury previously
reported the equivalent yield based on quarterly rents in advance, reflecting reversions to current market rent. On that basis, the
equivalent yield for the combined portfolio would have been 4.5 per cent (pro forma Dec 2022: 4.2 per cent).
At 31 December 2023, the Group was contractually committed to \u00a324.8 million (31 December 2022: \u00a31.7 million) of future
expenditure for the purchase, construction, development and enhancement of investment property. Refer to note 28 \u2018Capital
commitments\u2019 for further information on capital commitments.
", "dimensions": { "concept": "ifrs-full:DisclosureOfInvestmentPropertyExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-360": { "value": "
15 Property, plant and equipment
Note
Owner-
occupied
property Other Total
\u00a3m \u00a3m \u00a3m
Net carrying value at 1 January 2022
\u2013
0.6
0.6
Additions
\u2013
0.2
0.2
Depreciation
\u2013
(0.2)
(0.2)
Net carrying value at 31 December 2022
\u2013
0.6
0.6
Additions
\u2013
3.4
3.4
Property, plant and equipment acquired on merger at 6 March 2023 fair value
13
\u2013
0.2
0.2
Transfer from investment property
14
18.4
\u2013
18.4
Depreciation
\u2013
(0.4)
(0.4)
Revaluation
1.8
\u2013
1.8
Net carrying value at 31 December 2023
20.2
3.8
24.0
", "dimensions": { "concept": "ifrs-full:DisclosureOfPropertyPlantAndEquipmentExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-361": { "value": "
16 Investments in joint ventures and associates
Investments in joint ventures and associates are measured using the equity method. All the Group\u2019s joint ventures and
associates are held with other investors on a 50:50 basis. At 31 December 2023, investments comprised the Longmartin
associate (\u201cLongmartin\u201d) and the Lillie Square joint venture (\u201cLSJV\u201d). The Group disposed of its interest in Innova Investment
joint venture (\u201cInnova\u201d) on 15 May 2023.
Longmartin
Longmartin is a joint venture arrangement with The Mercers\u2019 Company. This 50:50 investment owns a long leasehold interest
in a number of mixed-use buildings, centred on St Martin\u2019s Courtyard in Covent Garden, which offers a range of hospitality,
leisure and retail concepts, alongside over 100,000 square feet of office space and 75 apartments.
Pursuant to the terms of the Longmartin investment (forming 3 per cent of the Group\u2019s property portfolio), the merger triggered the
right for The Mercers\u2019 Company (the \u201cMercers\u201d) to require the Company to offer to sell its shares in the Longmartin investment to
them (or to a third-party purchaser identified by them). The Mercers have elected to consider acquiring the Company\u2019s shares in
the Longmartin investment and discussions are ongoing. As a result, it has been determined joint control is no longer demonstrated,
however it remains a 50 per cent investment with significant influence demonstrated, therefore the investment is now reflected as
an investment in an associate. There is no certainty that a transaction to sell the Company\u2019s shares in the Longmartin investment
will be agreed and should the discussions conclude without agreement, the investment would revert to a joint venture.
The summarised income statement and balance sheet of Longmartin are presented below.
Summarised income statement
6 March 2023 to
31 December
2023
\u00a3m
Revenue
14.9
Gross profit
10.6
Administration expenses
(0.2)
Loss on revaluation of investment property
(1.9)
Net finance costs
(7.5)
Taxation
(0.6)
Profit for the period after taxation
0.4
Dividends paid
3.0
Summarised balance sheet
2023
\u00a3m
Investment property
327.2
Cash and cash equivalents
3.8
Other non-current assets
2.4
Other current assets
1.6
Non-current borrowings
(114.4)
Amounts payable to partners
1
(23.1)
Other non-current liabilities
(21.9)
Other current liabilities
(8.8)
Net assets
166.8
Capital commitments
0.1
1. During the period, Longmartin repaid \u00a35.3 million to its partners following the return of \u00a35.3 million cash previously held on deposit as a waiver guarantee with its
external lender.
Investment properties owned by Longmartin have been valued at 31 December 2023 by professionally qualified external valuers,
Knight Frank LLP, who are members of the Royal Institution of Chartered Surveyors. Adjustments are made to the fair value of
Longmartin\u2019s investment properties to arrive at the book value at 31 December 2023, as set out below:
Fair value of properties as valued by Knight Frank LLP
317.4
Finance lease asset
11.2
Lease incentives and costs included in receivables
(1.4)
Carrying value of investment property
327.2
LSJV LSJV was established as a joint venture arrangement with the Kwok Family Interests (\u201cKFI\u201d) in August 2012. The joint venture was established to own, manage and develop land interests at Lillie Square. LSJV comprises Lillie Square LP, Lillie Square GP Limited, acting as general partner to the partnership, and its subsidiaries. All major decisions regarding LSJV are taken by the Board of Lillie Square GP Limited, through which the Group shares strategic control. The summarised income statement and balance sheet of LSJV are presented below. Summarised income statement
2023 2022
\u00a3m \u00a3m
Revenue
7.3
6.8
Gross loss
(0.5)
(0.3)
Loss on revaluation of investment property
(4.8)
\u2013
Proceeds from the sale of trading property
7.0
6.6
Profit on transfer of trading property to investment property
9.0
0.6
Cost of sale of trading property
(5.6)
(5.3)
Agent, selling and marketing fees
(0.2)
(0.1)
Write down of trading property
(12.9)
(24.7)
Administration expenses
(0.4)
(0.2)
Net finance costs
1
(6.8)
(7.0)
Loss for the year after taxation
(15.2)
(30.4)
1. Net finance costs include \u00a37.4 million (2022: \u00a37.0 million) interest payable on the interest bearing loans issued to the joint venture by the Group and KFI. Finance income receivable by the Group from LSJV of \u00a33.7 million (2022: \u00a33.5 million) is recognised in the consolidated income statement within other finance income. Summarised balance sheet
2023 2022
\u00a3m \u00a3m
Investment property
46.8
8.8
Trading property
80.3
131.0
Cash and cash equivalents
15.9
11.8
Other non-current assets
5.6
5.5
Other current assets
1.5
1.9
Amounts payable to joint venture partners
1
(224.9)
(217.5)
Other current liabilities
(1.7)
(3.1)
Net liabilities
(76.5)
(61.6)
Capital commitments
\u2013
1.6
Carrying value of investment and trading property
127.1
139.8
Unrecognised surplus on trading property
2
3.3
14.2
Market value of investment and trading property
2
130.4
154.0
1. Amounts payable to joint venture partners include working capital facilities advanced by the Group and KFI of \u00a329.0 million (2022: \u00a328.2 million) and an interest bearing loan of \u00a3163.0 million (nominal value) advanced by the Group and KFI to the joint venture. The carrying value of the loan before impairment, including accrued interest was \u00a3180.2 million (2022: \u00a3172.9 million). Recoverable amounts receivable by the Group, net of impairments, are recognised on the consolidated balance sheet within non-current trade and other receivables. 2. The unrecognised surplus on trading property and the market value of LSJV\u2019s property portfolio are shown for informational purposes only and are not a requirement of IFRS. Trading property continues to be measured at the lower of cost and net realisable value.
Reconciliation of investments in joint ventures and associates
The table below reconciles the opening to closing carrying value of investments in joint ventures and associates as presented on
the consolidated balance sheet.
Investments in joint ventures and associates
Longmartin LSJV Innova Total
\u00a3m \u00a3m \u00a3m \u00a3m
At 1 January 2022
\u2013
\u2013
0.2
0.2
At 31 December 2022
\u2013
\u2013
0.2
0.2
Investments in associate acquired at fair value on completion of merger
84.7
\u2013
\u2013
84.7
Share of profit/(loss) for the year
1
0.2
(7.6)
\u2013
(7.4)
Losses restricted
1
\u2013
7.6
\u2013
7.6
Dividend received
(1.5)
\u2013
\u2013
(1.5)
Disposal of joint venture
\u2013
\u2013
(0.2)
(0.2)
At 31 December 2023
83.4
\u2013
\u2013
83.4
1. The loss from the Lillie Square joint venture for the year of \u00a37.6 million has been restricted in accordance with the requirements of IAS 28. Restricted losses represent the
Group\u2019s share of loss in LSJV in the year of \u00a37.6 million (31 December 2022: \u00a315.2 million) allocated to the cumulative losses which exceed the Group\u2019s investment in the
joint venture. Cumulative losses of \u00a338.4 million have been restricted to date (31 December 2022: \u00a330.8 million) and as a result the carrying value of the investment in LSJV
is nil (31 December 2022: nil). The Group holds \u00a376.0 million (2022: \u00a384.0 million) of recoverable loans from LSJV within note 19 \u2018Trade and other receivables\u2019.
", "dimensions": { "concept": "ifrs-full:DisclosureOfJointVenturesExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-395": { "value": "16 Investments in joint ventures and associates Investments in joint ventures and associates are measured using the equity method. All the Group\u2019s joint ventures and associates are held with other investors on a 50:50 basis. At 31 December 2023, investments comprised the Longmartin associate (\u201cLongmartin\u201d) and the Lillie Square joint venture (\u201cLSJV\u201d). The Group disposed of its interest in Innova Investment joint venture (\u201cInnova\u201d) on 15 May 2023. Longmartin Longmartin is a joint venture arrangement with The Mercers\u2019 Company. This 50:50 investment owns a long leasehold interest in a number of mixed-use buildings, centred on St Martin\u2019s Courtyard in Covent Garden, which offers a range of hospitality, leisure and retail concepts, alongside over 100,000 square feet of office space and 75 apartments. Pursuant to the terms of the Longmartin investment (forming 3 per cent of the Group\u2019s property portfolio), the merger triggered the right for The Mercers\u2019 Company (the \u201cMercers\u201d) to require the Company to offer to sell its shares in the Longmartin investment to them (or to a third-party purchaser identified by them). The Mercers have elected to consider acquiring the Company\u2019s shares in the Longmartin investment and discussions are ongoing. As a result, it has been determined joint control is no longer demonstrated, however it remains a 50 per cent investment with significant influence demonstrated, therefore the investment is now reflected as an investment in an associate. There is no certainty that a transaction to sell the Company\u2019s shares in the Longmartin investment will be agreed and should the discussions conclude without agreement, the investment would revert to a joint venture. The summarised income statement and balance sheet of Longmartin are presented below. Summarised income statement
6 March 2023 to
31 December
2023
\u00a3m
Revenue
14.9
Gross profit
10.6
Administration expenses
(0.2)
Loss on revaluation of investment property
(1.9)
Net finance costs
(7.5)
Taxation
(0.6)
Profit for the period after taxation
0.4
Dividends paid
3.0
Summarised balance sheet
2023
\u00a3m
Investment property
327.2
Cash and cash equivalents
3.8
Other non-current assets
2.4
Other current assets
1.6
Non-current borrowings
(114.4)
Amounts payable to partners
1
(23.1)
Other non-current liabilities
(21.9)
Other current liabilities
(8.8)
Net assets
166.8
Capital commitments
0.1
1. During the period, Longmartin repaid \u00a35.3 million to its partners following the return of \u00a35.3 million cash previously held on deposit as a waiver guarantee with its external lender. Investment properties owned by Longmartin have been valued at 31 December 2023 by professionally qualified external valuers, Knight Frank LLP, who are members of the Royal Institution of Chartered Surveyors. Adjustments are made to the fair value of Longmartin\u2019s investment properties to arrive at the book value at 31 December 2023, as set out below:
Fair value of properties as valued by Knight Frank LLP
317.4
Finance lease asset
11.2
Lease incentives and costs included in receivables
(1.4)
Carrying value of investment property
327.2
LSJV LSJV was established as a joint venture arrangement with the Kwok Family Interests (\u201cKFI\u201d) in August 2012. The joint venture was established to own, manage and develop land interests at Lillie Square. LSJV comprises Lillie Square LP, Lillie Square GP Limited, acting as general partner to the partnership, and its subsidiaries. All major decisions regarding LSJV are taken by the Board of Lillie Square GP Limited, through which the Group shares strategic control. The summarised income statement and balance sheet of LSJV are presented below. Summarised income statement
2023 2022
\u00a3m \u00a3m
Revenue
7.3
6.8
Gross loss
(0.5)
(0.3)
Loss on revaluation of investment property
(4.8)
\u2013
Proceeds from the sale of trading property
7.0
6.6
Profit on transfer of trading property to investment property
9.0
0.6
Cost of sale of trading property
(5.6)
(5.3)
Agent, selling and marketing fees
(0.2)
(0.1)
Write down of trading property
(12.9)
(24.7)
Administration expenses
(0.4)
(0.2)
Net finance costs
1
(6.8)
(7.0)
Loss for the year after taxation
(15.2)
(30.4)
1. Net finance costs include \u00a37.4 million (2022: \u00a37.0 million) interest payable on the interest bearing loans issued to the joint venture by the Group and KFI. Finance income receivable by the Group from LSJV of \u00a33.7 million (2022: \u00a33.5 million) is recognised in the consolidated income statement within other finance income. Summarised balance sheet
2023 2022
\u00a3m \u00a3m
Investment property
46.8
8.8
Trading property
80.3
131.0
Cash and cash equivalents
15.9
11.8
Other non-current assets
5.6
5.5
Other current assets
1.5
1.9
Amounts payable to joint venture partners
1
(224.9)
(217.5)
Other current liabilities
(1.7)
(3.1)
Net liabilities
(76.5)
(61.6)
Capital commitments
\u2013
1.6
Carrying value of investment and trading property
127.1
139.8
Unrecognised surplus on trading property
2
3.3
14.2
Market value of investment and trading property
2
130.4
154.0
1. Amounts payable to joint venture partners include working capital facilities advanced by the Group and KFI of \u00a329.0 million (2022: \u00a328.2 million) and an interest bearing loan of \u00a3163.0 million (nominal value) advanced by the Group and KFI to the joint venture. The carrying value of the loan before impairment, including accrued interest was \u00a3180.2 million (2022: \u00a3172.9 million). Recoverable amounts receivable by the Group, net of impairments, are recognised on the consolidated balance sheet within non-current trade and other receivables. 2. The unrecognised surplus on trading property and the market value of LSJV\u2019s property portfolio are shown for informational purposes only and are not a requirement of IFRS. Trading property continues to be measured at the lower of cost and net realisable value. Reconciliation of investments in joint ventures and associates The table below reconciles the opening to closing carrying value of investments in joint ventures and associates as presented on the consolidated balance sheet. Investments in joint ventures and associates
Longmartin LSJV Innova Total
\u00a3m \u00a3m \u00a3m \u00a3m
At 1 January 2022
\u2013
\u2013
0.2
0.2
At 31 December 2022
\u2013
\u2013
0.2
0.2
Investments in associate acquired at fair value on completion of merger
84.7
\u2013
\u2013
84.7
Share of profit/(loss) for the year
1
0.2
(7.6)
\u2013
(7.4)
Losses restricted
1
\u2013
7.6
\u2013
7.6
Dividend received
(1.5)
\u2013
\u2013
(1.5)
Disposal of joint venture
\u2013
\u2013
(0.2)
(0.2)
At 31 December 2023
83.4
\u2013
\u2013
83.4
1. The loss from the Lillie Square joint venture for the year of \u00a37.6 million has been restricted in accordance with the requirements of IAS 28. Restricted losses represent the Group\u2019s share of loss in LSJV in the year of \u00a37.6 million (31 December 2022: \u00a315.2 million) allocated to the cumulative losses which exceed the Group\u2019s investment in the joint venture. Cumulative losses of \u00a338.4 million have been restricted to date (31 December 2022: \u00a330.8 million) and as a result the carrying value of the investment in LSJV is nil (31 December 2022: nil). The Group holds \u00a376.0 million (2022: \u00a384.0 million) of recoverable loans from LSJV within note 19 \u2018Trade and other receivables\u2019. 33 Related undertakings The Company\u2019s subsidiaries and other related undertakings at 31 December 2023 are listed below. All Group entities are included in the consolidated financial statements. Unless otherwise stated, the Company holds 100 per cent of the voting rights and beneficial interests in the shares of the subsidiaries listed below. The share capital of each of the companies, where applicable, comprises ordinary shares unless otherwise stated. Registered address: Regal House, 14 James Street, London, WC2E 8BU
Related undertakings
20 The Piazza Limited
Covent Garden Management Services Limited
1,2
20 The Piazza Management Limited
1
Floral Court Collection Management Limited
1
22 Southampton Street Limited
Floral Court Limited
22 Southampton Street Management Limited
1
Innova Investment Group Holdings GP Limited
1
34 Henrietta Street Limited
Innova Investment Group Holdings LP
34 Henrietta Street Management Company Limited
1
Innova Investment Group Holdings Nominee Limited
1
C & C Management Services Limited
2
Innova Investment Management Limited
1
C&C Properties UK Limited
2
Lillie Square Clubhouse Limited (50%)
1,4
Carnaby Estate Holdings Limited
1
Lillie Square Developments Limited (50%)
4
Carnaby Investments Limited
1
Lillie Square GP Limited (50%)
4
Carnaby Property Investments Limited
1
Lillie Square LP (50%)
4
Capco Covent Garden Limited
2
Lillie Square Management Limited (50%)
4
Capco Covent Garden Residential Limited
Lillie Square Nominee Limited (50%)
1,4
Capco Group Treasury Limited
2
Longmartin Investments Limited (50%)
4
Capco Investment London Limited
1,2
Longmartin Properties Limited (50%)
4
Capco Investment London 2 Limited
1,2
Shaftesbury AV Investment Limited
Capco Investment London (No.1) Limited
Shaftesbury AV Limited
Capco Investment London (No.2) Limited
Shaftesbury Carnaby PLC
Capco Investment London (No.3) Limited
Shaftesbury Charlotte Street Limited
1
Capco Investment London (No.4) Limited
Shaftesbury Chinatown PLC
Capco Investment London (No.5) Limited
Shaftesbury CL Investment Limited
Capco London Limited
1
Shaftesbury CL Limited
Capital & Counties CG Limited
Shaftesbury Covent Garden Limited
Capital & Counties CGP
Shaftesbury Covent Garden Property Investments Limited
1
Capital & Counties CG Nominee Limited
1
Shaftesbury Investments 2 Limited
1
Capital & Counties Limited
2,3
Shaftesbury Investments 4 Limited
1
CG Treasury Limited
1,2,5
Shaftesbury Investments 5 Limited
1
Charlotte Street Estate Holdings Limited
1
Shaftesbury Investments 6 Limited
1
Chinatown Estate Holdings Limited
1
Shaftesbury Investments 7 Limited
1
Chinatown London Limited
1
Shaftesbury Investments 8 Limited
1
Chinatown Property Investments Limited
1
Shaftesbury Investments 9 Limited
1
Covent Garden Estate Holdings Limited
1
Shaftesbury Investments 10 Limited
1
Covent Garden (43 Management) Limited
1
Shaftesbury PLC
2
Covent Garden (49 Wellington Street) Limited
Shaftesbury Soho Limited
Covent Garden Group Holdings Limited
Shaftesbury West End Limited
1
Covent Garden Holdings (No.1) Limited
1
St Martin\u2019s Courtyard Limited (50%)
1, 4
Covent Garden Holdings (No.2) Limited
1
1. Dormant entity. 2. Direct undertakings of the Company. 3. Ordinary and non-voting deferred shares. 4. Equity accounted joint ventures and associates. 5. With effect from 20 January 2024, the company changed its name to Covent Garden Holdings (No.3) Limited and ceased to be a direct undertaking of the Company. Registered address: C/O Shepherd and Wedderburn LLP, 9 Haymarket Square, Edinburgh, Scotland, EH3 8FY
Related undertakings
Capco Investment London (No.6) Limited
1,2
Capco Investment London (No.7) Scottish Limited Partnership
2
1. Direct undertaking of the Company. 2. Dormant entity. Registered address: 27 Esplanade, St Helier, Jersey, JE1 1SG
Related undertakings
Capital & Counties Properties (Jersey) 3 Limited
1,2
Capvestco Limited
1,2
Capvestco 2 Limited
1,2
Innova Investment Group Holdings LP Limited
2
Capvestco 3 Limited
1,2
Innova Investment Holdings Limited
2
Capvestco 3 Holdings Limited
2
Lillie Square LP Limited
Capvestco Earls Court Limited
2
1. Direct undertakings of the Company. 2. Dormant entity.", "dimensions": { "concept": "ifrs-full:DisclosureOfInvestmentsAccountedForUsingEquityMethodExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-415": { "value": "16 Investments in joint ventures and associates Investments in joint ventures and associates are measured using the equity method. All the Group\u2019s joint ventures and associates are held with other investors on a 50:50 basis. At 31 December 2023, investments comprised the Longmartin associate (\u201cLongmartin\u201d) and the Lillie Square joint venture (\u201cLSJV\u201d). The Group disposed of its interest in Innova Investment joint venture (\u201cInnova\u201d) on 15 May 2023. Longmartin Longmartin is a joint venture arrangement with The Mercers\u2019 Company. This 50:50 investment owns a long leasehold interest in a number of mixed-use buildings, centred on St Martin\u2019s Courtyard in Covent Garden, which offers a range of hospitality, leisure and retail concepts, alongside over 100,000 square feet of office space and 75 apartments. Pursuant to the terms of the Longmartin investment (forming 3 per cent of the Group\u2019s property portfolio), the merger triggered the right for The Mercers\u2019 Company (the \u201cMercers\u201d) to require the Company to offer to sell its shares in the Longmartin investment to them (or to a third-party purchaser identified by them). The Mercers have elected to consider acquiring the Company\u2019s shares in the Longmartin investment and discussions are ongoing. As a result, it has been determined joint control is no longer demonstrated, however it remains a 50 per cent investment with significant influence demonstrated, therefore the investment is now reflected as an investment in an associate. There is no certainty that a transaction to sell the Company\u2019s shares in the Longmartin investment will be agreed and should the discussions conclude without agreement, the investment would revert to a joint venture. The summarised income statement and balance sheet of Longmartin are presented below. Summarised income statement
6 March 2023 to
31 December
2023
\u00a3m
Revenue
14.9
Gross profit
10.6
Administration expenses
(0.2)
Loss on revaluation of investment property
(1.9)
Net finance costs
(7.5)
Taxation
(0.6)
Profit for the period after taxation
0.4
Dividends paid
3.0
Summarised balance sheet
2023
\u00a3m
Investment property
327.2
Cash and cash equivalents
3.8
Other non-current assets
2.4
Other current assets
1.6
Non-current borrowings
(114.4)
Amounts payable to partners
1
(23.1)
Other non-current liabilities
(21.9)
Other current liabilities
(8.8)
Net assets
166.8
Capital commitments
0.1
1. During the period, Longmartin repaid \u00a35.3 million to its partners following the return of \u00a35.3 million cash previously held on deposit as a waiver guarantee with its external lender. Investment properties owned by Longmartin have been valued at 31 December 2023 by professionally qualified external valuers, Knight Frank LLP, who are members of the Royal Institution of Chartered Surveyors. Adjustments are made to the fair value of Longmartin\u2019s investment properties to arrive at the book value at 31 December 2023, as set out below:
Fair value of properties as valued by Knight Frank LLP
317.4
Finance lease asset
11.2
Lease incentives and costs included in receivables
(1.4)
Carrying value of investment property
327.2
LSJV LSJV was established as a joint venture arrangement with the Kwok Family Interests (\u201cKFI\u201d) in August 2012. The joint venture was established to own, manage and develop land interests at Lillie Square. LSJV comprises Lillie Square LP, Lillie Square GP Limited, acting as general partner to the partnership, and its subsidiaries. All major decisions regarding LSJV are taken by the Board of Lillie Square GP Limited, through which the Group shares strategic control. The summarised income statement and balance sheet of LSJV are presented below. Summarised income statement
2023 2022
\u00a3m \u00a3m
Revenue
7.3
6.8
Gross loss
(0.5)
(0.3)
Loss on revaluation of investment property
(4.8)
\u2013
Proceeds from the sale of trading property
7.0
6.6
Profit on transfer of trading property to investment property
9.0
0.6
Cost of sale of trading property
(5.6)
(5.3)
Agent, selling and marketing fees
(0.2)
(0.1)
Write down of trading property
(12.9)
(24.7)
Administration expenses
(0.4)
(0.2)
Net finance costs
1
(6.8)
(7.0)
Loss for the year after taxation
(15.2)
(30.4)
1. Net finance costs include \u00a37.4 million (2022: \u00a37.0 million) interest payable on the interest bearing loans issued to the joint venture by the Group and KFI. Finance income receivable by the Group from LSJV of \u00a33.7 million (2022: \u00a33.5 million) is recognised in the consolidated income statement within other finance income. Summarised balance sheet
2023 2022
\u00a3m \u00a3m
Investment property
46.8
8.8
Trading property
80.3
131.0
Cash and cash equivalents
15.9
11.8
Other non-current assets
5.6
5.5
Other current assets
1.5
1.9
Amounts payable to joint venture partners
1
(224.9)
(217.5)
Other current liabilities
(1.7)
(3.1)
Net liabilities
(76.5)
(61.6)
Capital commitments
\u2013
1.6
Carrying value of investment and trading property
127.1
139.8
Unrecognised surplus on trading property
2
3.3
14.2
Market value of investment and trading property
2
130.4
154.0
1. Amounts payable to joint venture partners include working capital facilities advanced by the Group and KFI of \u00a329.0 million (2022: \u00a328.2 million) and an interest bearing loan of \u00a3163.0 million (nominal value) advanced by the Group and KFI to the joint venture. The carrying value of the loan before impairment, including accrued interest was \u00a3180.2 million (2022: \u00a3172.9 million). Recoverable amounts receivable by the Group, net of impairments, are recognised on the consolidated balance sheet within non-current trade and other receivables. 2. The unrecognised surplus on trading property and the market value of LSJV\u2019s property portfolio are shown for informational purposes only and are not a requirement of IFRS. Trading property continues to be measured at the lower of cost and net realisable value. Reconciliation of investments in joint ventures and associates The table below reconciles the opening to closing carrying value of investments in joint ventures and associates as presented on the consolidated balance sheet. Investments in joint ventures and associates
Longmartin LSJV Innova Total
\u00a3m \u00a3m \u00a3m \u00a3m
At 1 January 2022
\u2013
\u2013
0.2
0.2
At 31 December 2022
\u2013
\u2013
0.2
0.2
Investments in associate acquired at fair value on completion of merger
84.7
\u2013
\u2013
84.7
Share of profit/(loss) for the year
1
0.2
(7.6)
\u2013
(7.4)
Losses restricted
1
\u2013
7.6
\u2013
7.6
Dividend received
(1.5)
\u2013
\u2013
(1.5)
Disposal of joint venture
\u2013
\u2013
(0.2)
(0.2)
At 31 December 2023
83.4
\u2013
\u2013
83.4
1. The loss from the Lillie Square joint venture for the year of \u00a37.6 million has been restricted in accordance with the requirements of IAS 28. Restricted losses represent the Group\u2019s share of loss in LSJV in the year of \u00a37.6 million (31 December 2022: \u00a315.2 million) allocated to the cumulative losses which exceed the Group\u2019s investment in the joint venture. Cumulative losses of \u00a338.4 million have been restricted to date (31 December 2022: \u00a330.8 million) and as a result the carrying value of the investment in LSJV is nil (31 December 2022: nil). The Group holds \u00a376.0 million (2022: \u00a384.0 million) of recoverable loans from LSJV within note 19 \u2018Trade and other receivables\u2019. 33 Related undertakings The Company\u2019s subsidiaries and other related undertakings at 31 December 2023 are listed below. All Group entities are included in the consolidated financial statements. Unless otherwise stated, the Company holds 100 per cent of the voting rights and beneficial interests in the shares of the subsidiaries listed below. The share capital of each of the companies, where applicable, comprises ordinary shares unless otherwise stated. Registered address: Regal House, 14 James Street, London, WC2E 8BU
Related undertakings
20 The Piazza Limited
Covent Garden Management Services Limited
1,2
20 The Piazza Management Limited
1
Floral Court Collection Management Limited
1
22 Southampton Street Limited
Floral Court Limited
22 Southampton Street Management Limited
1
Innova Investment Group Holdings GP Limited
1
34 Henrietta Street Limited
Innova Investment Group Holdings LP
34 Henrietta Street Management Company Limited
1
Innova Investment Group Holdings Nominee Limited
1
C & C Management Services Limited
2
Innova Investment Management Limited
1
C&C Properties UK Limited
2
Lillie Square Clubhouse Limited (50%)
1,4
Carnaby Estate Holdings Limited
1
Lillie Square Developments Limited (50%)
4
Carnaby Investments Limited
1
Lillie Square GP Limited (50%)
4
Carnaby Property Investments Limited
1
Lillie Square LP (50%)
4
Capco Covent Garden Limited
2
Lillie Square Management Limited (50%)
4
Capco Covent Garden Residential Limited
Lillie Square Nominee Limited (50%)
1,4
Capco Group Treasury Limited
2
Longmartin Investments Limited (50%)
4
Capco Investment London Limited
1,2
Longmartin Properties Limited (50%)
4
Capco Investment London 2 Limited
1,2
Shaftesbury AV Investment Limited
Capco Investment London (No.1) Limited
Shaftesbury AV Limited
Capco Investment London (No.2) Limited
Shaftesbury Carnaby PLC
Capco Investment London (No.3) Limited
Shaftesbury Charlotte Street Limited
1
Capco Investment London (No.4) Limited
Shaftesbury Chinatown PLC
Capco Investment London (No.5) Limited
Shaftesbury CL Investment Limited
Capco London Limited
1
Shaftesbury CL Limited
Capital & Counties CG Limited
Shaftesbury Covent Garden Limited
Capital & Counties CGP
Shaftesbury Covent Garden Property Investments Limited
1
Capital & Counties CG Nominee Limited
1
Shaftesbury Investments 2 Limited
1
Capital & Counties Limited
2,3
Shaftesbury Investments 4 Limited
1
CG Treasury Limited
1,2,5
Shaftesbury Investments 5 Limited
1
Charlotte Street Estate Holdings Limited
1
Shaftesbury Investments 6 Limited
1
Chinatown Estate Holdings Limited
1
Shaftesbury Investments 7 Limited
1
Chinatown London Limited
1
Shaftesbury Investments 8 Limited
1
Chinatown Property Investments Limited
1
Shaftesbury Investments 9 Limited
1
Covent Garden Estate Holdings Limited
1
Shaftesbury Investments 10 Limited
1
Covent Garden (43 Management) Limited
1
Shaftesbury PLC
2
Covent Garden (49 Wellington Street) Limited
Shaftesbury Soho Limited
Covent Garden Group Holdings Limited
Shaftesbury West End Limited
1
Covent Garden Holdings (No.1) Limited
1
St Martin\u2019s Courtyard Limited (50%)
1, 4
Covent Garden Holdings (No.2) Limited
1
1. Dormant entity. 2. Direct undertakings of the Company. 3. Ordinary and non-voting deferred shares. 4. Equity accounted joint ventures and associates. 5. With effect from 20 January 2024, the company changed its name to Covent Garden Holdings (No.3) Limited and ceased to be a direct undertaking of the Company. Registered address: C/O Shepherd and Wedderburn LLP, 9 Haymarket Square, Edinburgh, Scotland, EH3 8FY
Related undertakings
Capco Investment London (No.6) Limited
1,2
Capco Investment London (No.7) Scottish Limited Partnership
2
1. Direct undertaking of the Company. 2. Dormant entity. Registered address: 27 Esplanade, St Helier, Jersey, JE1 1SG
Related undertakings
Capital & Counties Properties (Jersey) 3 Limited
1,2
Capvestco Limited
1,2
Capvestco 2 Limited
1,2
Innova Investment Group Holdings LP Limited
2
Capvestco 3 Limited
1,2
Innova Investment Holdings Limited
2
Capvestco 3 Holdings Limited
2
Lillie Square LP Limited
Capvestco Earls Court Limited
2
1. Direct undertakings of the Company. 2. Dormant entity.", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestsInOtherEntitiesExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-431": { "value": "16 Investments in joint ventures and associates Investments in joint ventures and associates are measured using the equity method. All the Group\u2019s joint ventures and associates are held with other investors on a 50:50 basis. At 31 December 2023, investments comprised the Longmartin associate (\u201cLongmartin\u201d) and the Lillie Square joint venture (\u201cLSJV\u201d). The Group disposed of its interest in Innova Investment joint venture (\u201cInnova\u201d) on 15 May 2023. Longmartin Longmartin is a joint venture arrangement with The Mercers\u2019 Company. This 50:50 investment owns a long leasehold interest in a number of mixed-use buildings, centred on St Martin\u2019s Courtyard in Covent Garden, which offers a range of hospitality, leisure and retail concepts, alongside over 100,000 square feet of office space and 75 apartments. Pursuant to the terms of the Longmartin investment (forming 3 per cent of the Group\u2019s property portfolio), the merger triggered the right for The Mercers\u2019 Company (the \u201cMercers\u201d) to require the Company to offer to sell its shares in the Longmartin investment to them (or to a third-party purchaser identified by them). The Mercers have elected to consider acquiring the Company\u2019s shares in the Longmartin investment and discussions are ongoing. As a result, it has been determined joint control is no longer demonstrated, however it remains a 50 per cent investment with significant influence demonstrated, therefore the investment is now reflected as an investment in an associate. There is no certainty that a transaction to sell the Company\u2019s shares in the Longmartin investment will be agreed and should the discussions conclude without agreement, the investment would revert to a joint venture. The summarised income statement and balance sheet of Longmartin are presented below. Summarised income statement
6 March 2023 to
31 December
2023
\u00a3m
Revenue
14.9
Gross profit
10.6
Administration expenses
(0.2)
Loss on revaluation of investment property
(1.9)
Net finance costs
(7.5)
Taxation
(0.6)
Profit for the period after taxation
0.4
Dividends paid
3.0
Summarised balance sheet
2023
\u00a3m
Investment property
327.2
Cash and cash equivalents
3.8
Other non-current assets
2.4
Other current assets
1.6
Non-current borrowings
(114.4)
Amounts payable to partners
1
(23.1)
Other non-current liabilities
(21.9)
Other current liabilities
(8.8)
Net assets
166.8
Capital commitments
0.1
1. During the period, Longmartin repaid \u00a35.3 million to its partners following the return of \u00a35.3 million cash previously held on deposit as a waiver guarantee with its external lender. Investment properties owned by Longmartin have been valued at 31 December 2023 by professionally qualified external valuers, Knight Frank LLP, who are members of the Royal Institution of Chartered Surveyors. Adjustments are made to the fair value of Longmartin\u2019s investment properties to arrive at the book value at 31 December 2023, as set out below:
Fair value of properties as valued by Knight Frank LLP
317.4
Finance lease asset
11.2
Lease incentives and costs included in receivables
(1.4)
Carrying value of investment property
327.2
LSJV
LSJV was established as a joint venture arrangement with the Kwok Family Interests (\u201cKFI\u201d) in August 2012. The joint venture was
established to own, manage and develop land interests at Lillie Square. LSJV comprises Lillie Square LP, Lillie Square GP Limited,
acting as general partner to the partnership, and its subsidiaries. All major decisions regarding LSJV are taken by the Board of Lillie
Square GP Limited, through which the Group shares strategic control.
The summarised income statement and balance sheet of LSJV are presented below.
Summarised income statement
2023 2022
\u00a3m \u00a3m
Revenue
7.3
6.8
Gross loss
(0.5)
(0.3)
Loss on revaluation of investment property
(4.8)
\u2013
Proceeds from the sale of trading property
7.0
6.6
Profit on transfer of trading property to investment property
9.0
0.6
Cost of sale of trading property
(5.6)
(5.3)
Agent, selling and marketing fees
(0.2)
(0.1)
Write down of trading property
(12.9)
(24.7)
Administration expenses
(0.4)
(0.2)
Net finance costs
1
(6.8)
(7.0)
Loss for the year after taxation
(15.2)
(30.4)
1. Net finance costs include \u00a37.4 million (2022: \u00a37.0 million) interest payable on the interest bearing loans issued to the joint venture by the Group and KFI. Finance income
receivable by the Group from LSJV of \u00a33.7 million (2022: \u00a33.5 million) is recognised in the consolidated income statement within other finance income.
Summarised balance sheet
2023 2022
\u00a3m \u00a3m
Investment property
46.8
8.8
Trading property
80.3
131.0
Cash and cash equivalents
15.9
11.8
Other non-current assets
5.6
5.5
Other current assets
1.5
1.9
Amounts payable to joint venture partners
1
(224.9)
(217.5)
Other current liabilities
(1.7)
(3.1)
Net liabilities
(76.5)
(61.6)
Capital commitments
\u2013
1.6
Carrying value of investment and trading property
127.1
139.8
Unrecognised surplus on trading property
2
3.3
14.2
Market value of investment and trading property
2
130.4
154.0
1. Amounts payable to joint venture partners include working capital facilities advanced by the Group and KFI of \u00a329.0 million (2022: \u00a328.2 million) and an interest bearing loan
of \u00a3163.0 million (nominal value) advanced by the Group and KFI to the joint venture. The carrying value of the loan before impairment, including accrued interest was \u00a3180.2
million (2022: \u00a3172.9 million). Recoverable amounts receivable by the Group, net of impairments, are recognised on the consolidated balance sheet within non-current trade
and other receivables.
2. The unrecognised surplus on trading property and the market value of LSJV\u2019s property portfolio are shown for informational purposes only and are not a requirement of IFRS.
Trading property continues to be measured at the lower of cost and net realisable value.
Reconciliation of investments in joint ventures and associates The table below reconciles the opening to closing carrying value of investments in joint ventures and associates as presented on the consolidated balance sheet. Investments in joint ventures and associates
Longmartin LSJV Innova Total
\u00a3m \u00a3m \u00a3m \u00a3m
At 1 January 2022
\u2013
\u2013
0.2
0.2
At 31 December 2022
\u2013
\u2013
0.2
0.2
Investments in associate acquired at fair value on completion of merger
84.7
\u2013
\u2013
84.7
Share of profit/(loss) for the year
1
0.2
(7.6)
\u2013
(7.4)
Losses restricted
1
\u2013
7.6
\u2013
7.6
Dividend received
(1.5)
\u2013
\u2013
(1.5)
Disposal of joint venture
\u2013
\u2013
(0.2)
(0.2)
At 31 December 2023
83.4
\u2013
\u2013
83.4
1. The loss from the Lillie Square joint venture for the year of \u00a37.6 million has been restricted in accordance with the requirements of IAS 28. Restricted losses represent the Group\u2019s share of loss in LSJV in the year of \u00a37.6 million (31 December 2022: \u00a315.2 million) allocated to the cumulative losses which exceed the Group\u2019s investment in the joint venture. Cumulative losses of \u00a338.4 million have been restricted to date (31 December 2022: \u00a330.8 million) and as a result the carrying value of the investment in LSJV is nil (31 December 2022: nil). The Group holds \u00a376.0 million (2022: \u00a384.0 million) of recoverable loans from LSJV within note 19 \u2018Trade and other receivables\u2019. ", "dimensions": { "concept": "ifrs-full:DisclosureOfSignificantInvestmentsInAssociatesExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-362": { "value": "
17 Financial assets at fair value through profit or loss
Financial assets mandatorily measured at fair value through profit or loss include the following:
Non
-current assets
2023 2022
\u00a3m \u00a3m
Listed equity securities
1
\u2013
356.9
1. Listed equity securities comprised 97.0 million shares in Shaftesbury held until completion of the all-share merger on 6 March 2023.
During the year, the following was recognised in the consolidated income statement:
Profit or loss
2023 2022
\u00a3m \u00a3m
Fair value gain/(loss) on financial assets at fair value through profit or loss
52.0
(239.5)
The gain recognised during 2023 is based on the fair valuation movement until 3 March 2023, being the closing Shaftesbury PLC
share price prior to completion of the merger.
18 Derivative financial instruments
Derivative financial assets
2023 2022
\u00a3m \u00a3m
Non-current
Interest rate derivatives
1.4
12.1
Current
Interest rate derivatives
8.3
\u2013
Derivative financial assets
9.7
12.1
Derivative financial liabilities
2023 2022
\u00a3m \u00a3m
Non-current
Derivative liability \u2013 exchangeable bonds
1
7.2
3.3
Derivative financial liabilities
7.2
3.3
1. On 30 November 2020 the Group issued \u00a3275 million of secured exchangeable bonds maturing in March 2026. The notes were originally exchangeable into cash or ordinary
shares of Shaftesbury but following the all-share merger are convertible into Shaftesbury Capital shares. The net proceeds received from the issue of the exchangeable
bonds have been split between the financial liability element and an option component, representing the fair value of the embedded option to convert the financial liability
into equity of Shaftesbury Capital. The debt component is accounted for at amortised cost at the effective interest rate method and the derivative liability is accounted for
at fair value through profit or loss.
During the year, the following movements on derivative financial instruments were recognised in profit or loss:
Profit or loss
2023 2022
\u00a3m \u00a3m
Fair value (loss)/gain on interest rate derivatives
(7.4)
11.0
Fair value (loss)/gain on derivative liability \u2013 exchangeable bonds
(3.9)
28.8
Change in fair value of derivative financial instruments
(11.3)
39.8
22 Borrowings
2023
Carrying Fixed Floating Fair Nominal
value Secured Unsecured rate rate value value
\u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m
Current
Loan notes (USPPs)
94.9
\u2013
94.9
94.9
\u2013
93.0
95.0
94.9
\u2013
94.9
94.9
\u2013
93.0
95.0
Non current
Bank loans
345.9
\u2013
345.9
\u2013
345.9
350.0
350.0
Loan notes (USPPs)
379.2
\u2013
379.2
379.2
\u2013
340.7
380.0
Secured loans
539.9
539.9
\u2013
539.9
\u2013
569.5
584.8
Exchangeable bonds
1
269.8
269.8
\u2013
269.8
\u2013
256.9
275.0
1,534.8
809.7
725.1
1,188.9
345.9
1,517.1
1,589.8
Total borrowings
1,629.7
1,684.8
Cash, excluding tenant deposits
(185.7)
Net debt
1,499.1
1. Fair value of exchangeable bonds includes the fair value of the option component of \u00a37.2 million as disclosed in note 18 \u2018Derivative financial instruments\u2019.
2022
Carrying Fixed Floating Fair Nominal
value Secured Unsecured rate rate value value
\u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m
Non current
Bank loans
(2.5)
\u2013
(2.5)
\u2013
(2.5)
\u2013
\u2013
Loan notes (USPPs)
473.9
\u2013
473.9
473.9
\u2013
393.4
475.0
Exchangeable bonds
1
266.9
266.9
\u2013
266.9
\u2013
228.9
275.0
Total borrowings
738.3
266.9
471.4
740.8
(2.5)
622.3
750.0
Cash, excluding tenant deposits
(116.5)
Net debt
633.5
1. Fair value of exchangeable bonds includes the fair value of the option component of \u00a33.3 million as disclosed in note 18 \u2018Derivative financial instruments\u2019.
\u00a3584.8 million (nominal value) of the Group\u2019s borrowings are secured by fixed charges over certain investment properties
held by subsidiaries, with a market value of \u00a31,624.2 million (31 December 2022: nil), and by floating charges over the assets
of certain subsidiaries.
There are currently no restrictions on the remittance of income from investment properties.
Certain borrowing agreements contain financial and other covenants that, if contravened, could alter the repayment profile. Details
of financial covenants are included in note 25 \u2018Financial Risk management\u2019. The Group has complied with the financial covenants of
all its borrowings during both periods presented.
The Group has a \u00a3300 million revolving credit facility, which is undrawn at 31 December 2023.
Undrawn facilities and cash attributable to the Group, excluding tenant deposits, at 31 December 2023 were \u00a3485.7 million
(31 December 2022: \u00a3416.5 million).
The fair value of the Group\u2019s borrowings has been estimated using the market value for floating rate borrowings, which
approximates nominal value, and are classified as Level 2 fair values as defined by IFRS 13. The fair values of fixed rate
borrowings have been determined by using a discounted cash flow approach, using a current borrowing rate. The loans are
classified as Level 3 fair value measurements as defined by IFRS 13 due to the use of unobservable inputs, including own credit
risk. The different valuation levels are defined in note 14 \u2018Property Portfolio\u2019.
2023
Current Non-current
borrowings borrowings
\u00a3m \u00a3m
Analysis of movement in borrowings
Balance at 1 January
\u2013
738.3
Borrowings assumed on completion of merger
\u2013
889.0
Borrowing drawn
\u2013
1,124.0
Borrowings repaid
\u2013
(1,151.0)
Other net cash movements
\u2013
(12.3)
Other non-cash movements
94.9
(53.2)
Balance at 31 December
94.9
1,534.8
2022
Current Non-current
borrowings borrowings
\u00a3m \u00a3m
Analysis of movement in borrowings
Balance at 1 January
\u2013
934.9
Borrowings repaid
\u2013
(200.0)
Other net cash movements
\u2013
(7.1)
Other non-cash movements
\u2013
10.5
Balance at 31 December
\u2013
738.3
The maturity profile of gross debt is as follows:
2023 2022
\u00a3m \u00a3m
Wholly repayable in one year but not more than two years
95.0
\u2013
Wholly repayable in more than two years but not more than five years
887.5
582.5
Wholly repayable in more than five years
702.3
167.5
1,684.8
750.0
25 Financial risk management The Group\u2019s financial risk management strategy seeks to set financial limits for treasury activity to ensure they are in line with the risk appetite of the Group. The Group is exposed to a variety of risks arising from the Group\u2019s operations: market risk (including interest rate risk and price risk), liquidity risk and credit risk. The following table sets out each class of financial asset and financial liability as at 31 December: Categories of financial instruments
2023
2022
Gain/(loss) Gain/(loss)
Carrying to income Carrying to income
value statement value statement
Note \u00a3m \u00a3m \u00a3m \u00a3m
Derivative financial assets
18
9.7
(7.4)
12.1
11.0
Total held for trading assets
9.7
(7.4)
12.1
11.0
Cash and cash equivalents
20
200.2
\u2013
129.9
\u2013
Other financial assets
1
19
113.2
\u2013
94.6
\u2013
Total cash and other financial assets
313.4
\u2013
224.5
\u2013
Investment held at fair value through profit or loss
17
\u2013
52.0
356.9
(239.5)
Total investment held at fair value through profit or loss
\u2013
52.0
356.9
(239.5)
Derivative financial liabilities
18
(7.2)
(3.9)
(3.3)
28.8
Total held for trading liabilities
(7.2)
(3.9)
(3.3)
28.8
Borrowings
22
(1,629.7)
\u2013
(738.3)
\u2013
Lease liabilities
23
(3.0)
\u2013
(6.1)
\u2013
Other financial liabilities
2
21
(78.5)
\u2013
(26.5)
\u2013
Total borrowings and other financial liabilities
(1,711.2)
\u2013
(770.9)
\u2013
1. Includes rent receivable, amounts due from joint ventures and associates, tax assets and other receivables. 2. Includes trade and other payables (excluding rents in advance) and tax liabilities. The majority of the Group\u2019s financial risk management is carried out by the Group\u2019s treasury function under policies approved by the Board of Directors. The policies for managing each of these risks and the principal effects of these policies on the results for the year are summarised on the following pages.
Market risk
Interest rate risk
Interest rate risk comprises both cash flow and fair value risks. Cash flow interest rate risk is the risk that the future cash flows of
a financial instrument will fluctuate due to changes in market interest rates. Fair value risk is the risk that the fair value of financial
instruments will fluctuate as a result of changes in market interest rates.
The Group\u2019s interest rate risk arises from borrowings issued at variable rates that expose the Group to cash flow interest rate risk,
whereas borrowings issued at fixed interest rates expose the Group to fair value interest rate risk.
It is Group policy, and often a requirement of our lenders, to eliminate substantially all short and medium-term exposure to interest
rate fluctuations in order to establish certainty over medium-term cash flows by using fixed interest rate derivatives. Interest rate
derivatives have the economic effect of converting borrowings from floating to fixed rates. Interest rate caps protect the Group
by capping the maximum interest rate payable at the caps ceiling. Interest rate collars protect the Group by capping the maximum
interest rate payable at the collar\u2019s ceiling but sacrifice the profitability of interest rate falls below a certain floor.
Group policy is to ensure that interest rate protection on Group external debt is greater than 25 per cent.
The Group has entered into various non-traded derivative instruments to manage its exposure to interest rate risk. These
derivatives have not been designated as hedging instruments and therefore they are classified as financial derivatives at fair
value through profit or loss.
The Group\u2019s drawn debt is at fixed rates or currently has interest rate protection in place until the end of 2025. Interest rate collars
were already in place for \u00a3200 million of notional value through to December 2024, capped at 1.23 per cent. Additional interest
rate hedging was put into place in April 2023, capping SONIA exposure at 3.75 per cent for a further \u00a3300 million of notional value
for 2023 and \u00a3150 million of notional value for 2024 (resulting in \u00a3500 million of hedging for 2023 at an effective 2.7 per cent and
\u00a3350 million for 2024 at an effective 2.3 per cent). In December 2023, further hedging was put in place for \u00a3250 million of notional
value of SONIA exposure for 2025, which provides for a cap of 3.0 per cent and a floor of 2.0 per cent. The derivatives currently in
place cover more than 100% (2022:100%) of the variable loan principal outstanding.
The derivative contracts require settlement of net interest receivable or payable every 90 days. The settlement dates coincide with
the dates on which interest is payable on the underlying debt.
The sensitivity analysis below illustrates the impact of a 100 basis point (\u201cbps\u201d) shift, upwards and downwards, in the level of
interest rates on the movement in fair value of interest rate derivatives entered into by the Group.
Increase in Decrease in Increase in Decrease in
interest rates interest rates interest rates interest rates
by 100 bps by 100 bps by 100 bps by 100 bps
2023 2023 2022 2022
\u00a3m \u00a3m \u00a3m \u00a3m
Effect on profit before tax (change in fair value of derivative financial instruments):
Increase/(decrease)
4.9
(4.6)
3.5
(3.5)
The sensitivity analysis above is a reasonable illustration of the possible effect from the changes in slope and shifts in the yield curve
that may actually occur and represents management\u2019s assessment of possible changes in interest rates. 100 bps has been used in
2023 (2022: 100 bps) to reflect current macroeconomic conditions of increasing costs. The fixed rate derivative financial instruments
are matched by floating rate debt, therefore such a movement would have a very limited effect on Group cash flow overall.
Liquidity risk
Liquidity risk is managed to ensure that the Group is able to meet future payment obligations when financial liabilities fall due.
The Group\u2019s policy is to seek to minimise its exposure to liquidity risk by managing its exposure to interest rate risk and to
refinancing risk. The Group seeks to achieve an appropriate balance between a number of factors, including tenor and costs.
Liquidity analysis is intended to provide sufficient headroom to meet the Group\u2019s operational requirements and investment
commitments.
The Group\u2019s policy also includes maintaining adequate cash, as well as maintaining adequate committed and undrawn facilities.
A key factor in ensuring existing facilities remain available to the Group is the borrowing entity\u2019s ability to meet the relevant
facility\u2019s financial covenants. The Group has a process to regularly monitor both current and projected compliance with the
financial covenants.
The Group regularly reviews the maturity profile of its financial liabilities and will seek to avoid concentrations of maturities through
the regular replacement of facilities and by staggering maturity dates. Refinancing risk may be reduced by reborrowing prior to the
contracted maturity date, effectively switching liquidity risk for market risk. This is subject to credit facilities being available at the
time of the desired refinancing.
The tables below set out the maturity analysis of the Group\u2019s financial liabilities based on the undiscounted contractual obligations
to make payments of interest and to repay principal. The RCF is not included for 2022 and 2023 and the standby loan facility is not
included for 2022 as these facilities were undrawn as at the respective balance sheet dates. Where interest payment obligations
are based on a floating rate, the rates used are those implied by the par yield curve.
Group
2023
Carrying
value
1 yr
Between 1-2 yrs
Between 3-5 yrs
Over 5 yrs
Total
Interest Principal Interest Principal Interest Principal Interest Principal Interest Principal
\u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m
Non-derivatives
Loan notes
474.1
13.0
95.0
10.2
\u2013
16.2
212.5
18.1
167.5
57.6
475.0
Unsecured bank loans
1
345.9
25.0
\u2013
19.8
\u2013
17.2
350.0
\u2013
\u2013
62.0
350.0
Secured loans
539.9
27.1
\u2013
27.0
\u2013
54.0
\u2013
124.9
584.8
233.0
584.8
Exchangeable bonds
269.8
5.5
\u2013
5.5
\u2013
2.7
275.0
\u2013
\u2013
13.7
275.0
Other payables and tax liabilities
96.2
\u2013
96.2
\u2013
\u2013
\u2013
\u2013
\u2013
\u2013
\u2013
96.2
Total non-derivatives
1,725.9
70.6
191.2
62.5
\u2013
90.1
837.5
143.0
752.3
366.3
1,781.0
Derivatives
Interest rate derivatives
(9.7)
(7.0)
\u2013
(1.2)
\u2013
\u2013
\u2013
\u2013
\u2013
(8.2)
\u2013
Total derivatives
(9.7)
(7.0)
\u2013
(1.2)
\u2013
\u2013
\u2013
\u2013
\u2013
(8.2)
\u2013
1. \u00a3150 million nominal value of the unsecured bank loans have been repaid post year end. The unsecured bank loan has an initial maturity in December 2026 with the option
to extend the tenor by a further two periods of one year each, subject to lender approval.
Group
2022
Carrying
value
1 yr
Between 1-2 yrs
Between 3-5 yrs
Over 5 yrs
Total
Interest Principal Interest Principal Interest Principal Interest Principal Interest Principal
\u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m
Non-derivatives
Loan notes
473.9
13.0
\u2013
13.0
95.0
26.5
212.5
18.1
167.5
70.6
475.0
Exchangeable bonds
266.9
5.5
\u2013
5.5
\u2013
8.2
275.0
\u2013
\u2013
19.2
275.0
Lease liabilities
6.1
\u2013
0.7
\u2013
\u2013
\u2013
2.3
\u2013
3.1
\u2013
6.1
Other payables
26.5
\u2013
26.5
\u2013
\u2013
\u2013
\u2013
\u2013
\u2013
\u2013
26.5
Total non-derivatives
773.4
18.5
27.2
18.5
95.0
34.7
489.8
18.1
170.6
89.8
782.6
Derivatives
Interest rate derivatives
12.1
(6.3)
\u2013
(6.5)
\u2013
\u2013
\u2013
\u2013
\u2013
(12.8)
\u2013
Total derivatives
12.1
(6.3)
\u2013
(6.5)
\u2013
\u2013
\u2013
\u2013
\u2013
(12.8)
\u2013
Contractual maturities reflect the expected maturities of financial instruments.
The interest payments on variable interest rate loans and bonds issued in the table above reflect market forward interest rates at
the reporting date and these amounts may change as market interest rates change. The future cash flows on derivative instruments
may be different from the amount in the above table as interest rates change. Except for these financial liabilities, it is not expected
that the cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts based on
the current drawn facility balances.
The Group has an unsecured revolving credit facility, loan notes, secured loans and an unsured corporate loan facility that contain
loan covenants. Details of these loans are disclosed in note 22 \u2018Borrowings\u2019. A future breach of covenant may require the Group to
repay the facilities earlier than indicated in the above table. Details of the loan covenants are set out below:
Financial covenants
31 December 2023
Nominal at
31 December 2023 LTV Interest cover
Maturity \u00a3m covenant covenant
Private placements (loan notes)
2024\u20132037
475.0
60%
1.20x
Exchangeable bond
2026
275.0
N/A
N/A
Unsecured corporate facility
2
2026
350.0
60%
1.20x
Secured term loans
2029
134.8
60%
1.40x
Secured term loans
2030-2035
450.0
65%
1.35x
Revolving credit facility (undrawn)
2026
300.0
60%
1.20x
1
1. Balance sheet values of the loans include unamortised fees.
2. Unsecured corporate facility has an additional requirement that Group unencumbered assets are equal to or exceed 1.5x of Group unsecured debt
Under the various debt agreements, covenants are monitored on a regular basis and regularly reviewed by management to ensure
compliance with the agreement.
Credit risk
The Group\u2019s principal financial assets are trade and other receivables, amounts receivable from joint ventures and associates
and cash and cash equivalents. Credit risk is the risk of financial loss if a tenant or counterparty fails to meet an obligation under
a contract. Credit risk arises primarily from trade receivables relating to tenants but also from the Group\u2019s undrawn commitments
and holdings of assets such as cash deposits and loans with counterparties. The carrying value of financial assets recorded in the
consolidated financial statements represents the Group\u2019s maximum exposure to credit risk without taking into account the value
of any deposits or guarantees obtained.
Trade and other receivables:
Credit risk associated with trade receivables is actively managed; tenants are managed individually by asset managers, who
continuously monitor and work with tenants, anticipating and wherever possible identifying and addressing risks prior to default.
Tenants are managed through a large and diverse tenant base to reduce the credit risk to the Group. Trade receivables are less
than one per cent of total assets at 31 December 2023 (2022: less than one per cent) and are \u00a318.4 million as at 31 December 2023
(2022: \u00a312.0 million).
Prospective tenants are assessed through an internally conducted review process, by obtaining credit ratings and reviewing
financial information. As a result, deposits or guarantees may be obtained. The amount of deposits held as collateral at 31
December 2023 was \u00a333.4 million (2022: \u00a313.4 million). \u00a318.9 million (31 December 2022: nil) of the cash deposits held against
tenants\u2019 rent payment obligations are in bank accounts administered by the Group\u2019s managing agents which are not included
within the consolidated balance sheet.
During the year tenant default risk, and as such credit risk, has reduced due to improved trading conditions.
Rent receivable balances are provided against by applying the IFRS 9 expected credit loss model which uses a lifetime expected
loss allowance. In assessing the provision the Group identifies risk factors associated by sector and the type of rent receivable
outstanding (rent arrears, service charge, other). In determining the provision on a tenant by tenant basis, the Group considers
both recent payment history and future expectations of the tenant\u2019s ability to pay or possible default in order to recognise an
expected credit loss allowance.
Trade receivable balances are written off when there is no reasonable expectation of recovery or when a rent concession is
provided for past due rent. Indicators that there is no reasonable recovery include the failure of the debtor to engage in a
repayment plan with the Group and a failure to make contractual payments.
The amounts of trade receivables presented in the consolidated balance sheet are net of impairment for doubtful receivables.
Ageing of gross trade receivables and loss allowances were as follows:
2023 2022
\u00a3m \u00a3m
Gross Gross
carrying Loss carrying Loss
amount allowance amount allowance
Not yet due
0.5
\u2013
0.4
(0.1)
0-90 days
9.1
(1.3)
6.1
(0.6)
91-180 days
4.5
(0.7)
0.6
(0.3)
Over 180 days
4.3
(2.8)
4.9
(3.0)
Trade receivables
18.4
(4.8)
12.0
(4.0)
As at 31 December 2023 there is a provision for trade receivables of \u00a34.8 million (2022: \u00a34.0 million). The total provision for the
year is \u00a32.0 million (2022: a credit of \u00a31.6 million), as shown in note 4 \u2018Gross Profit\u2019, reflecting impairments during the year and
movement in the provision.
As the Group operates predominantly in central London, it is subject to some geographical concentration risk. However, this
is mitigated by the extensive range of tenants from varying business sectors and the credit review process as noted above.
Amounts receivable from joint ventures and associates:
Included within receivables, net of impairment is nil (2022: nil) working capital facility advanced to the Lillie Square joint venture
and an interest bearing loan of \u00a376.0 million (2022: \u00a384.0 million). The carrying value of the investment in the joint venture
is nil (2022: nil) as the Group\u2019s share of losses exceeds the cost of its investment. Total funding advanced to the joint venture,
including the working capital facility and an interest bearing loan has been impaired by \u00a343.1 million cumulatively. Details of
the impairment are set out in note 8 \u2018Change in value of investments and other receivables\u2019.
The Lillie Square joint venture is in a net liability position due to carrying trading property at the lower of cost and net realisable
value and the amortisation of the previously issued deep discount bonds. However, based on a market valuation undertaken by
the Group\u2019s valuers JLL, there is an unrecognised surplus of \u00a31.5 million (Group share) as at 31 December 2023. This surplus will
only be evidenced on sale of trading property when significant risks and rewards have transferred to the buyer. Therefore, while
Lillie Square demonstrates positive pricing evidence commercially and funding provided is not deemed to be at risk of default,
for reporting purposes the Group is required to allocate losses against amounts advanced to the joint venture, to the extent that
losses do not exceed the investment, until the unrecognised surplus on trading property is realised through sale.
Included within receivables, net of impairments, is an interest bearing loan of \u00a311.6 million, (2022: nil) advanced to Longmartin. The
carrying amount of the investment in Longmartin is \u00a383.4 million (2022: nil).
Cash, deposits and derivative financial instruments:
The credit risk relating to cash, deposits and derivative financial instruments is actively managed by the Group\u2019s treasury function.
Relationships are maintained with a number of institutional counterparties, ensuring compliance with Group cash investment policy
relating to limits on the credit ratings of counterparties. The maximum exposure to cash and deposits, excluding tenant deposits, as
at 31 December 2023 amounted to \u00a3195.6 million (2022: \u00a3122.6 million), including the Group\u2019s share of joint venture and associate
cash. The maximum fair value exposure to derivative financial instruments is \u00a39.7 million (2022: \u00a38.8 million).
Gross carrying value and loss allowance of other receivables (excluding trade receivables) are set out in the table below:
2023 2022
\u00a3m \u00a3m
Gross Gross
carrying Loss carrying Loss
amount allowance amount allowance
Amounts receivable from joint ventures and associates
130.7
43.1
114.6
(30.6)
Other receivables
1
58.5
(0.9)
44.4
(1.9)
1. \u00a30.9 million (2022: \u00a31.9 million) loss allowance relates to the provision against tenant lease incentives.
Capital structure
The Group seeks to enhance shareholder value both by investing in the business so as to improve the return on investment and
by managing the capital structure appropriately. The Group uses a mix of equity, debt and other financial instruments, and aims
to access both debt and equity capital markets efficiently.
The key ratios used to monitor the capital structure of the Group are loan-to-value and the interest cover ratio. The Group aims
not to exceed a loan-to-value ratio of more than 40 per cent and to maintain interest cover above 125 per cent. These ratios are
disclosed on a nominal value of debt and market value of investment properties. These metrics are discussed in the Financial
review on page 48.
Loan-to-value
Note
2023 2022
\u00a3m \u00a3m
Debt at nominal value
22
1,684.8
750.0
Less: cash
22
(185.7)
(116.5)
Net debt
22
1,499.1
633.5
Total property portfolio at market value
14
4,795.3
1,743.7
Loan-to-value
31.3%
36.3%
Interest cover
Note
2023 2022
\u00a3m \u00a3m
Finance costs
10
(67.5)
(27.2)
Finance income
9
15.6
2.6
(51.9)
(24.6)
Underlying operating profit:
Gross profit
1
4
147.0
57.3
Other income
5
2.7
13.5
Administrative expenses
6
(83.8)
(40.6)
Less: non-underlying administrative expenses
6
44.5
14.6
110.4
44.8
Interest cover
212.7%
182.1%
1. 2023 adjusted for the change in accounting policy as discussed in note 1 \u2018Changes to accounting policies\u2019.
Fair value estimation
Financial instruments carried at fair value are required to be analysed by level depending on the valuation method adopted under
IFRS 13. The different valuation levels are defined in note 14 \u2018Property portfolio\u2019.
The table below present the Group\u2019s financial assets and liabilities recognised at fair value at 31 December 2023 and 31 December
2022. There were no transfers between levels during the year.
2023
2022
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
\u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m
Financial assets at fair value through profit or loss
Listed equity investment
\u2013
\u2013
\u2013
\u2013
356.9
\u2013
\u2013
356.9
Held for trading assets
Derivative financial assets
\u2013
9.7
\u2013
9.7
\u2013
12.1
\u2013
12.1
Total assets
\u2013
9.7
\u2013
9.7
356.9
12.1
\u2013
369.0
Held for trading liabilities
Derivative financial liabilities
\u2013
(7.2)
\u2013
(7.2)
\u2013
(3.3)
\u2013
(3.3)
Total liabilities
\u2013
(7.2)
\u2013
(7.2)
\u2013
(3.3)
\u2013
(3.3)
The fair values of derivative financial instruments are determined from observable market prices or estimated using appropriate
yield curves at 31 December each year by discounting the future contractual cash flows to the net present values. Listed equity
investments as at 31 December 2022 are carried at fair value on the consolidated balance sheet and representing Level 1 fair
value measurement. The fair value of listed equity investments are based on quoted market prices traded in active markets.
The fair values of the Group\u2019s cash and cash equivalents, other financial assets carried at amortised cost and other financial
liabilities are not materially different from those at which they are carried in the consolidated financial statements.
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-396": { "value": "17 Financial assets at fair value through profit or loss Financial assets mandatorily measured at fair value through profit or loss include the following: Non -current assets
2023 2022
\u00a3m \u00a3m
Listed equity securities
1
\u2013
356.9
1. Listed equity securities comprised 97.0 million shares in Shaftesbury held until completion of the all-share merger on 6 March 2023. During the year, the following was recognised in the consolidated income statement: Profit or loss
2023 2022
\u00a3m \u00a3m
Fair value gain/(loss) on financial assets at fair value through profit or loss
52.0
(239.5)
The gain recognised during 2023 is based on the fair valuation movement until 3 March 2023, being the closing Shaftesbury PLC share price prior to completion of the merger. ", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialInstrumentsAtFairValueThroughProfitOrLossExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-416": { "value": "17 Financial assets at fair value through profit or loss Financial assets mandatorily measured at fair value through profit or loss include the following: Non -current assets
2023 2022
\u00a3m \u00a3m
Listed equity securities
1
\u2013
356.9
1. Listed equity securities comprised 97.0 million shares in Shaftesbury held until completion of the all-share merger on 6 March 2023. During the year, the following was recognised in the consolidated income statement: Profit or loss
2023 2022
\u00a3m \u00a3m
Fair value gain/(loss) on financial assets at fair value through profit or loss
52.0
(239.5)
The gain recognised during 2023 is based on the fair valuation movement until 3 March 2023, being the closing Shaftesbury PLC share price prior to completion of the merger. Fair value estimation Financial instruments carried at fair value are required to be analysed by level depending on the valuation method adopted under IFRS 13. The different valuation levels are defined in note 14 \u2018Property portfolio\u2019. The table below present the Group\u2019s financial assets and liabilities recognised at fair value at 31 December 2023 and 31 December 2022. There were no transfers between levels during the year.
2023
2022
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
\u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m
Financial assets at fair value through profit or loss
Listed equity investment
\u2013
\u2013
\u2013
\u2013
356.9
\u2013
\u2013
356.9
Held for trading assets
Derivative financial assets
\u2013
9.7
\u2013
9.7
\u2013
12.1
\u2013
12.1
Total assets
\u2013
9.7
\u2013
9.7
356.9
12.1
\u2013
369.0
Held for trading liabilities
Derivative financial liabilities
\u2013
(7.2)
\u2013
(7.2)
\u2013
(3.3)
\u2013
(3.3)
Total liabilities
\u2013
(7.2)
\u2013
(7.2)
\u2013
(3.3)
\u2013
(3.3)
The fair values of derivative financial instruments are determined from observable market prices or estimated using appropriate yield curves at 31 December each year by discounting the future contractual cash flows to the net present values. Listed equity investments as at 31 December 2022 are carried at fair value on the consolidated balance sheet and representing Level 1 fair value measurement. The fair value of listed equity investments are based on quoted market prices traded in active markets. The fair values of the Group\u2019s cash and cash equivalents, other financial assets carried at amortised cost and other financial liabilities are not materially different from those at which they are carried in the consolidated financial statements. ", "dimensions": { "concept": "ifrs-full:DisclosureOfFairValueMeasurementExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-432": { "value": "17 Financial assets at fair value through profit or loss Financial assets mandatorily measured at fair value through profit or loss include the following: Non -current assets
2023 2022
\u00a3m \u00a3m
Listed equity securities
1
\u2013
356.9
1. Listed equity securities comprised 97.0 million shares in Shaftesbury held until completion of the all-share merger on 6 March 2023. During the year, the following was recognised in the consolidated income statement: Profit or loss
2023 2022
\u00a3m \u00a3m
Fair value gain/(loss) on financial assets at fair value through profit or loss
52.0
(239.5)
The gain recognised during 2023 is based on the fair valuation movement until 3 March 2023, being the closing Shaftesbury PLC share price prior to completion of the merger. Fair value estimation Financial instruments carried at fair value are required to be analysed by level depending on the valuation method adopted under IFRS 13. The different valuation levels are defined in note 14 \u2018Property portfolio\u2019. The table below present the Group\u2019s financial assets and liabilities recognised at fair value at 31 December 2023 and 31 December 2022. There were no transfers between levels during the year.
2023
2022
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
\u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m
Financial assets at fair value through profit or loss
Listed equity investment
\u2013
\u2013
\u2013
\u2013
356.9
\u2013
\u2013
356.9
Held for trading assets
Derivative financial assets
\u2013
9.7
\u2013
9.7
\u2013
12.1
\u2013
12.1
Total assets
\u2013
9.7
\u2013
9.7
356.9
12.1
\u2013
369.0
Held for trading liabilities
Derivative financial liabilities
\u2013
(7.2)
\u2013
(7.2)
\u2013
(3.3)
\u2013
(3.3)
Total liabilities
\u2013
(7.2)
\u2013
(7.2)
\u2013
(3.3)
\u2013
(3.3)
The fair values of derivative financial instruments are determined from observable market prices or estimated using appropriate yield curves at 31 December each year by discounting the future contractual cash flows to the net present values. Listed equity investments as at 31 December 2022 are carried at fair value on the consolidated balance sheet and representing Level 1 fair value measurement. The fair value of listed equity investments are based on quoted market prices traded in active markets. The fair values of the Group\u2019s cash and cash equivalents, other financial assets carried at amortised cost and other financial liabilities are not materially different from those at which they are carried in the consolidated financial statements.", "dimensions": { "concept": "ifrs-full:DisclosureOfFairValueOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-441": { "value": "17 Financial assets at fair value through profit or loss Financial assets mandatorily measured at fair value through profit or loss include the following: Non -current assets
2023 2022
\u00a3m \u00a3m
Listed equity securities
1
\u2013
356.9
1. Listed equity securities comprised 97.0 million shares in Shaftesbury held until completion of the all-share merger on 6 March 2023. During the year, the following was recognised in the consolidated income statement: Profit or loss
2023 2022
\u00a3m \u00a3m
Fair value gain/(loss) on financial assets at fair value through profit or loss
52.0
(239.5)
The gain recognised during 2023 is based on the fair valuation movement until 3 March 2023, being the closing Shaftesbury PLC share price prior to completion of the merger. ", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialAssetsExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-397": { "value": "18 Derivative financial instruments Derivative financial assets
2023 2022
\u00a3m \u00a3m
Non-current
Interest rate derivatives
1.4
12.1
Current
Interest rate derivatives
8.3
\u2013
Derivative financial assets
9.7
12.1
Derivative financial liabilities
2023 2022
\u00a3m \u00a3m
Non-current
Derivative liability \u2013 exchangeable bonds
1
7.2
3.3
Derivative financial liabilities
7.2
3.3
1. On 30 November 2020 the Group issued \u00a3275 million of secured exchangeable bonds maturing in March 2026. The notes were originally exchangeable into cash or ordinary shares of Shaftesbury but following the all-share merger are convertible into Shaftesbury Capital shares. The net proceeds received from the issue of the exchangeable bonds have been split between the financial liability element and an option component, representing the fair value of the embedded option to convert the financial liability into equity of Shaftesbury Capital. The debt component is accounted for at amortised cost at the effective interest rate method and the derivative liability is accounted for at fair value through profit or loss. During the year, the following movements on derivative financial instruments were recognised in profit or loss: Profit or loss
2023 2022
\u00a3m \u00a3m
Fair value (loss)/gain on interest rate derivatives
(7.4)
11.0
Fair value (loss)/gain on derivative liability \u2013 exchangeable bonds
(3.9)
28.8
Change in fair value of derivative financial instruments
(11.3)
39.8
", "dimensions": { "concept": "ifrs-full:DisclosureOfDerivativeFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-363": { "value": "
19 Trade and other receivables
2023 2022
\u00a3m \u00a3m
Non-current
Prepayments and accrued income
1
28.5
31.6
Amounts receivable from joint ventures
2
76.0
84.0
Amounts receivable from associates
3
11.6
\u2013
Trade and other receivables
116.1
115.6
Current
Rent receivable
4
13.6
8.0
Other receivables
5
12.0
2.6
Prepayments and accrued income
1
17.1
10.2
Trade and other receivables
42.7
20.8
1. Includes tenant lease incentives and deferred letting fees of \u00a337.9 million (2022: \u00a334.7 million).
2. Amounts receivable from joint ventures represents an interest-bearing loan of \u00a390.1 million (31 December 2022: \u00a386.4 million) provided to LSJV. The loan bears interest at
4.25 per cent per annum and is repayable on demand. As it is not the intention of the Group to call on the loan in the next 12 months it has been presented as non-current. The
loan has been impaired by \u00a314.1 million (31 December 2022: \u00a32.4 million) to date. Included within current trade and other receivables is working capital funding of \u00a329.0 million
due from LSJV (31 December 2022: \u00a328.2 million) that has been fully impaired.
3. Amounts receivable from associates represents a loan of \u00a311.6 million (31 December 2022: nil) provided to Longmartin. As it is not the intention of the Group to call on the loan
in the next 12 months it has been presented as non-current.
4. Rent receivable is shown net of an expected credit loss provision of \u00a34.8 million (31 December 2022: \u00a34.0 million).
5. Other receivables include \u00a37.0 million of restricted cash held on deposit as security for the secured term loans and bank facilities with certain conditions restricting the use.
", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-398": { "value": "19 Trade and other receivables
2023 2022
\u00a3m \u00a3m
Non-current
Prepayments and accrued income
1
28.5
31.6
Amounts receivable from joint ventures
2
76.0
84.0
Amounts receivable from associates
3
11.6
\u2013
Trade and other receivables
116.1
115.6
Current
Rent receivable
4
13.6
8.0
Other receivables
5
12.0
2.6
Prepayments and accrued income
1
17.1
10.2
Trade and other receivables
42.7
20.8
1. Includes tenant lease incentives and deferred letting fees of \u00a337.9 million (2022: \u00a334.7 million). 2. Amounts receivable from joint ventures represents an interest-bearing loan of \u00a390.1 million (31 December 2022: \u00a386.4 million) provided to LSJV. The loan bears interest at 4.25 per cent per annum and is repayable on demand. As it is not the intention of the Group to call on the loan in the next 12 months it has been presented as non-current. The loan has been impaired by \u00a314.1 million (31 December 2022: \u00a32.4 million) to date. Included within current trade and other receivables is working capital funding of \u00a329.0 million due from LSJV (31 December 2022: \u00a328.2 million) that has been fully impaired. 3. Amounts receivable from associates represents a loan of \u00a311.6 million (31 December 2022: nil) provided to Longmartin. As it is not the intention of the Group to call on the loan in the next 12 months it has been presented as non-current. 4. Rent receivable is shown net of an expected credit loss provision of \u00a34.8 million (31 December 2022: \u00a34.0 million). 5. Other receivables include \u00a37.0 million of restricted cash held on deposit as security for the secured term loans and bank facilities with certain conditions restricting the use.", "dimensions": { "concept": "ifrs-full:DisclosureOfPrepaymentsAndOtherAssetsExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-417": { "value": "19 Trade and other receivables
2023 2022
\u00a3m \u00a3m
Non-current
Prepayments and accrued income
1
28.5
31.6
Amounts receivable from joint ventures
2
76.0
84.0
Amounts receivable from associates
3
11.6
\u2013
Trade and other receivables
116.1
115.6
Current
Rent receivable
4
13.6
8.0
Other receivables
5
12.0
2.6
Prepayments and accrued income
1
17.1
10.2
Trade and other receivables
42.7
20.8
1. Includes tenant lease incentives and deferred letting fees of \u00a337.9 million (2022: \u00a334.7 million). 2. Amounts receivable from joint ventures represents an interest-bearing loan of \u00a390.1 million (31 December 2022: \u00a386.4 million) provided to LSJV. The loan bears interest at 4.25 per cent per annum and is repayable on demand. As it is not the intention of the Group to call on the loan in the next 12 months it has been presented as non-current. The loan has been impaired by \u00a314.1 million (31 December 2022: \u00a32.4 million) to date. Included within current trade and other receivables is working capital funding of \u00a329.0 million due from LSJV (31 December 2022: \u00a328.2 million) that has been fully impaired. 3. Amounts receivable from associates represents a loan of \u00a311.6 million (31 December 2022: nil) provided to Longmartin. As it is not the intention of the Group to call on the loan in the next 12 months it has been presented as non-current. 4. Rent receivable is shown net of an expected credit loss provision of \u00a34.8 million (31 December 2022: \u00a34.0 million). 5. Other receivables include \u00a37.0 million of restricted cash held on deposit as security for the secured term loans and bank facilities with certain conditions restricting the use.", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherCurrentAssetsExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-433": { "value": "19 Trade and other receivables
2023 2022
\u00a3m \u00a3m
Non-current
Prepayments and accrued income
1
28.5
31.6
Amounts receivable from joint ventures
2
76.0
84.0
Amounts receivable from associates
3
11.6
\u2013
Trade and other receivables
116.1
115.6
Current
Rent receivable
4
13.6
8.0
Other receivables
5
12.0
2.6
Prepayments and accrued income
1
17.1
10.2
Trade and other receivables
42.7
20.8
1. Includes tenant lease incentives and deferred letting fees of \u00a337.9 million (2022: \u00a334.7 million). 2. Amounts receivable from joint ventures represents an interest-bearing loan of \u00a390.1 million (31 December 2022: \u00a386.4 million) provided to LSJV. The loan bears interest at 4.25 per cent per annum and is repayable on demand. As it is not the intention of the Group to call on the loan in the next 12 months it has been presented as non-current. The loan has been impaired by \u00a314.1 million (31 December 2022: \u00a32.4 million) to date. Included within current trade and other receivables is working capital funding of \u00a329.0 million due from LSJV (31 December 2022: \u00a328.2 million) that has been fully impaired. 3. Amounts receivable from associates represents a loan of \u00a311.6 million (31 December 2022: nil) provided to Longmartin. As it is not the intention of the Group to call on the loan in the next 12 months it has been presented as non-current. 4. Rent receivable is shown net of an expected credit loss provision of \u00a34.8 million (31 December 2022: \u00a34.0 million). 5. Other receivables include \u00a37.0 million of restricted cash held on deposit as security for the secured term loans and bank facilities with certain conditions restricting the use.", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherNoncurrentAssetsExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-364": { "value": "
20 Cash and cash equivalents
2023 2022
\u00a3m \u00a3m
Cash at hand
10.4
2.1
Cash on short-term deposits
175.3
114.4
Cash
185.7
116.5
Tenant deposits
1
14.5
13.4
Cash and cash equivalents
200.2
129.9
1. Tenant deposits included above relate to cash held on deposit as security against tenant rent payments which are subject to certain restrictions and therefore not available
for general use by the Group. The deposits are held in bank accounts administered by Group Treasury and therefore included within cash and cash equivalents in the
consolidated balance sheet. Cash deposits against tenants\u2019 rent payment obligations totalling \u00a318.9 million (31 December 2022: nil) are held in bank accounts administered
by the Group\u2019s managing agents which are not included within the consolidated balance sheet.
", "dimensions": { "concept": "ifrs-full:DisclosureOfCashAndCashEquivalentsExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-365": { "value": "
21 Trade and other payables
2023 2022
\u00a3m \u00a3m
Rent in advance
17.7
15.4
Accruals
60.4
10.4
Other payables
10.4
14.7
Other taxes and social security
7.5
1.4
Trade and other payables
96.0
41.9
", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-399": { "value": "21 Trade and other payables
2023 2022
\u00a3m \u00a3m
Rent in advance
17.7
15.4
Accruals
60.4
10.4
Other payables
10.4
14.7
Other taxes and social security
7.5
1.4
Trade and other payables
96.0
41.9
", "dimensions": { "concept": "ifrs-full:DisclosureOfAccruedExpensesAndOtherLiabilitiesExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-434": { "value": "21 Trade and other payables
2023 2022
\u00a3m \u00a3m
Rent in advance
17.7
15.4
Accruals
60.4
10.4
Other payables
10.4
14.7
Other taxes and social security
7.5
1.4
Trade and other payables
96.0
41.9
", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherLiabilitiesExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-400": { "value": "22 Borrowings
2023
Carrying Fixed Floating Fair Nominal
value Secured Unsecured rate rate value value
\u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m
Current
Loan notes (USPPs)
94.9
\u2013
94.9
94.9
\u2013
93.0
95.0
94.9
\u2013
94.9
94.9
\u2013
93.0
95.0
Non current
Bank loans
345.9
\u2013
345.9
\u2013
345.9
350.0
350.0
Loan notes (USPPs)
379.2
\u2013
379.2
379.2
\u2013
340.7
380.0
Secured loans
539.9
539.9
\u2013
539.9
\u2013
569.5
584.8
Exchangeable bonds
1
269.8
269.8
\u2013
269.8
\u2013
256.9
275.0
1,534.8
809.7
725.1
1,188.9
345.9
1,517.1
1,589.8
Total borrowings
1,629.7
1,684.8
Cash, excluding tenant deposits
(185.7)
Net debt
1,499.1
1. Fair value of exchangeable bonds includes the fair value of the option component of \u00a37.2 million as disclosed in note 18 \u2018Derivative financial instruments\u2019.
2022
Carrying Fixed Floating Fair Nominal
value Secured Unsecured rate rate value value
\u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m
Non current
Bank loans
(2.5)
\u2013
(2.5)
\u2013
(2.5)
\u2013
\u2013
Loan notes (USPPs)
473.9
\u2013
473.9
473.9
\u2013
393.4
475.0
Exchangeable bonds
1
266.9
266.9
\u2013
266.9
\u2013
228.9
275.0
Total borrowings
738.3
266.9
471.4
740.8
(2.5)
622.3
750.0
Cash, excluding tenant deposits
(116.5)
Net debt
633.5
1. Fair value of exchangeable bonds includes the fair value of the option component of \u00a33.3 million as disclosed in note 18 \u2018Derivative financial instruments\u2019. \u00a3584.8 million (nominal value) of the Group\u2019s borrowings are secured by fixed charges over certain investment properties held by subsidiaries, with a market value of \u00a31,624.2 million (31 December 2022: nil), and by floating charges over the assets of certain subsidiaries. There are currently no restrictions on the remittance of income from investment properties. Certain borrowing agreements contain financial and other covenants that, if contravened, could alter the repayment profile. Details of financial covenants are included in note 25 \u2018Financial Risk management\u2019. The Group has complied with the financial covenants of all its borrowings during both periods presented. The Group has a \u00a3300 million revolving credit facility, which is undrawn at 31 December 2023. Undrawn facilities and cash attributable to the Group, excluding tenant deposits, at 31 December 2023 were \u00a3485.7 million (31 December 2022: \u00a3416.5 million). The fair value of the Group\u2019s borrowings has been estimated using the market value for floating rate borrowings, which approximates nominal value, and are classified as Level 2 fair values as defined by IFRS 13. The fair values of fixed rate borrowings have been determined by using a discounted cash flow approach, using a current borrowing rate. The loans are classified as Level 3 fair value measurements as defined by IFRS 13 due to the use of unobservable inputs, including own credit risk. The different valuation levels are defined in note 14 \u2018Property Portfolio\u2019.
2023
Current Non-current
borrowings borrowings
\u00a3m \u00a3m
Analysis of movement in borrowings
Balance at 1 January
\u2013
738.3
Borrowings assumed on completion of merger
\u2013
889.0
Borrowing drawn
\u2013
1,124.0
Borrowings repaid
\u2013
(1,151.0)
Other net cash movements
\u2013
(12.3)
Other non-cash movements
94.9
(53.2)
Balance at 31 December
94.9
1,534.8
2022
Current Non-current
borrowings borrowings
\u00a3m \u00a3m
Analysis of movement in borrowings
Balance at 1 January
\u2013
934.9
Borrowings repaid
\u2013
(200.0)
Other net cash movements
\u2013
(7.1)
Other non-cash movements
\u2013
10.5
Balance at 31 December
\u2013
738.3
The maturity profile of gross debt is as follows:
2023 2022
\u00a3m \u00a3m
Wholly repayable in one year but not more than two years
95.0
\u2013
Wholly repayable in more than two years but not more than five years
887.5
582.5
Wholly repayable in more than five years
702.3
167.5
1,684.8
750.0
", "dimensions": { "concept": "ifrs-full:DisclosureOfBorrowingsExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-418": { "value": "22 Borrowings
2023
Carrying Fixed Floating Fair Nominal
value Secured Unsecured rate rate value value
\u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m
Current
Loan notes (USPPs)
94.9
\u2013
94.9
94.9
\u2013
93.0
95.0
94.9
\u2013
94.9
94.9
\u2013
93.0
95.0
Non current
Bank loans
345.9
\u2013
345.9
\u2013
345.9
350.0
350.0
Loan notes (USPPs)
379.2
\u2013
379.2
379.2
\u2013
340.7
380.0
Secured loans
539.9
539.9
\u2013
539.9
\u2013
569.5
584.8
Exchangeable bonds
1
269.8
269.8
\u2013
269.8
\u2013
256.9
275.0
1,534.8
809.7
725.1
1,188.9
345.9
1,517.1
1,589.8
Total borrowings
1,629.7
1,684.8
Cash, excluding tenant deposits
(185.7)
Net debt
1,499.1
1. Fair value of exchangeable bonds includes the fair value of the option component of \u00a37.2 million as disclosed in note 18 \u2018Derivative financial instruments\u2019.
2022
Carrying Fixed Floating Fair Nominal
value Secured Unsecured rate rate value value
\u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m
Non current
Bank loans
(2.5)
\u2013
(2.5)
\u2013
(2.5)
\u2013
\u2013
Loan notes (USPPs)
473.9
\u2013
473.9
473.9
\u2013
393.4
475.0
Exchangeable bonds
1
266.9
266.9
\u2013
266.9
\u2013
228.9
275.0
Total borrowings
738.3
266.9
471.4
740.8
(2.5)
622.3
750.0
Cash, excluding tenant deposits
(116.5)
Net debt
633.5
1. Fair value of exchangeable bonds includes the fair value of the option component of \u00a33.3 million as disclosed in note 18 \u2018Derivative financial instruments\u2019. \u00a3584.8 million (nominal value) of the Group\u2019s borrowings are secured by fixed charges over certain investment properties held by subsidiaries, with a market value of \u00a31,624.2 million (31 December 2022: nil), and by floating charges over the assets of certain subsidiaries. There are currently no restrictions on the remittance of income from investment properties. Certain borrowing agreements contain financial and other covenants that, if contravened, could alter the repayment profile. Details of financial covenants are included in note 25 \u2018Financial Risk management\u2019. The Group has complied with the financial covenants of all its borrowings during both periods presented. The Group has a \u00a3300 million revolving credit facility, which is undrawn at 31 December 2023. Undrawn facilities and cash attributable to the Group, excluding tenant deposits, at 31 December 2023 were \u00a3485.7 million (31 December 2022: \u00a3416.5 million). The fair value of the Group\u2019s borrowings has been estimated using the market value for floating rate borrowings, which approximates nominal value, and are classified as Level 2 fair values as defined by IFRS 13. The fair values of fixed rate borrowings have been determined by using a discounted cash flow approach, using a current borrowing rate. The loans are classified as Level 3 fair value measurements as defined by IFRS 13 due to the use of unobservable inputs, including own credit risk. The different valuation levels are defined in note 14 \u2018Property Portfolio\u2019.
2023
Current Non-current
borrowings borrowings
\u00a3m \u00a3m
Analysis of movement in borrowings
Balance at 1 January
\u2013
738.3
Borrowings assumed on completion of merger
\u2013
889.0
Borrowing drawn
\u2013
1,124.0
Borrowings repaid
\u2013
(1,151.0)
Other net cash movements
\u2013
(12.3)
Other non-cash movements
94.9
(53.2)
Balance at 31 December
94.9
1,534.8
2022
Current Non-current
borrowings borrowings
\u00a3m \u00a3m
Analysis of movement in borrowings
Balance at 1 January
\u2013
934.9
Borrowings repaid
\u2013
(200.0)
Other net cash movements
\u2013
(7.1)
Other non-cash movements
\u2013
10.5
Balance at 31 December
\u2013
738.3
The maturity profile of gross debt is as follows:
2023 2022
\u00a3m \u00a3m
Wholly repayable in one year but not more than two years
95.0
\u2013
Wholly repayable in more than two years but not more than five years
887.5
582.5
Wholly repayable in more than five years
702.3
167.5
1,684.8
750.0
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialLiabilitiesExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-366": { "value": "
23 Lease liabilities
Lease liabilities included within investment property
(a) Minimum lease payments under lease obligations
2023 2022
\u00a3m \u00a3m
Not later than one year
0.3
0.7
Later than one year and not later than five years
1.2
2.9
Later than five years
7.6
18.0
9.1
21.6
Future finance charges on lease liabilities
(6.1)
(15.5)
Present value of lease liabilities
3.0
6.1
(b) Present value of minimum lease obligations
2023 2022
\u00a3m \u00a3m
Not later than one year
0.3
0.7
Later than one year and not later than five years
1.0
2.3
Later than five years
1.7
3.1
3.0
6.1
Lease liabilities included under investment property are in respect of leasehold interests in investment property. Certain leases
provide for payment of contingent rent, usually a proportion of rental income in addition to the minimum lease payments above.
\u00a30.3 million contingent rent has been paid during the year (2022: \u00a30.3 million).
These lease liabilities are effectively secured obligations, as the rights to the leased asset revert to the lessor in the event
of default.
24 Operating leases
The Group earns rental income by leasing its investment property to tenants under operating leases.
In the United Kingdom standard commercial leases vary considerably between markets and locations but typically are for a term
of five to fifteen years at market rent with provisions to review every five years.
The Group is exposed to changes in the residual value of properties at the end of the current leases. This residual value risk is
mitigated through the implementation of active asset management initiatives which aim to ensure the Group enters into new leasing
deals prior to the expiry of current leases. The Group also offers lease incentives to encourage high quality tenants to remain in
properties for longer lease terms. Expectations about the future residual values are reflected in the fair value of the properties.
The future minimum lease amounts receivable under non-cancellable operating leases are as follows:
2023 2022
\u00a3m \u00a3m
Not later than one year
159.5
57.0
Later than one year and not later than five years
418.9
176.3
Later than five years
329.2
212.0
907.6
445.3
The consolidated income statement includes \u00a30.4 million (2022: nil) recognised in respect of expected increased rent resulting from
outstanding reviews where the actual rent will only be determined on settlement of the rent review.
", "dimensions": { "concept": "ifrs-full:DisclosureOfLeasesExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-401": { "value": "24 Operating leases The Group earns rental income by leasing its investment property to tenants under operating leases. In the United Kingdom standard commercial leases vary considerably between markets and locations but typically are for a term of five to fifteen years at market rent with provisions to review every five years. The Group is exposed to changes in the residual value of properties at the end of the current leases. This residual value risk is mitigated through the implementation of active asset management initiatives which aim to ensure the Group enters into new leasing deals prior to the expiry of current leases. The Group also offers lease incentives to encourage high quality tenants to remain in properties for longer lease terms. Expectations about the future residual values are reflected in the fair value of the properties. The future minimum lease amounts receivable under non-cancellable operating leases are as follows:
2023 2022
\u00a3m \u00a3m
Not later than one year
159.5
57.0
Later than one year and not later than five years
418.9
176.3
Later than five years
329.2
212.0
907.6
445.3
The consolidated income statement includes \u00a30.4 million (2022: nil) recognised in respect of expected increased rent resulting from outstanding reviews where the actual rent will only be determined on settlement of the rent review. ", "dimensions": { "concept": "ifrs-full:DisclosureOfMaturityAnalysisOfOperatingLeasePaymentsExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-402": { "value": "
25 Financial risk management
The Group\u2019s financial risk management strategy seeks to set financial limits for treasury activity to ensure they are in line with the
risk appetite of the Group. The Group is exposed to a variety of risks arising from the Group\u2019s operations: market risk (including
interest rate risk and price risk), liquidity risk and credit risk.
The following table sets out each class of financial asset and financial liability as at 31 December:
Categories of financial instruments
2023
2022
Gain/(loss) Gain/(loss)
Carrying to income Carrying to income
value statement value statement
Note \u00a3m \u00a3m \u00a3m \u00a3m
Derivative financial assets
18
9.7
(7.4)
12.1
11.0
Total held for trading assets
9.7
(7.4)
12.1
11.0
Cash and cash equivalents
20
200.2
\u2013
129.9
\u2013
Other financial assets
1
19
113.2
\u2013
94.6
\u2013
Total cash and other financial assets
313.4
\u2013
224.5
\u2013
Investment held at fair value through profit or loss
17
\u2013
52.0
356.9
(239.5)
Total investment held at fair value through profit or loss
\u2013
52.0
356.9
(239.5)
Derivative financial liabilities
18
(7.2)
(3.9)
(3.3)
28.8
Total held for trading liabilities
(7.2)
(3.9)
(3.3)
28.8
Borrowings
22
(1,629.7)
\u2013
(738.3)
\u2013
Lease liabilities
23
(3.0)
\u2013
(6.1)
\u2013
Other financial liabilities
2
21
(78.5)
\u2013
(26.5)
\u2013
Total borrowings and other financial liabilities
(1,711.2)
\u2013
(770.9)
\u2013
1. Includes rent receivable, amounts due from joint ventures and associates, tax assets and other receivables.
2. Includes trade and other payables (excluding rents in advance) and tax liabilities.
The majority of the Group\u2019s financial risk management is carried out by the Group\u2019s treasury function under policies approved by
the Board of Directors. The policies for managing each of these risks and the principal effects of these policies on the results for
the year are summarised on the following pages.
Market risk Interest rate risk Interest rate risk comprises both cash flow and fair value risks. Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate due to changes in market interest rates. Fair value risk is the risk that the fair value of financial instruments will fluctuate as a result of changes in market interest rates. The Group\u2019s interest rate risk arises from borrowings issued at variable rates that expose the Group to cash flow interest rate risk, whereas borrowings issued at fixed interest rates expose the Group to fair value interest rate risk. It is Group policy, and often a requirement of our lenders, to eliminate substantially all short and medium-term exposure to interest rate fluctuations in order to establish certainty over medium-term cash flows by using fixed interest rate derivatives. Interest rate derivatives have the economic effect of converting borrowings from floating to fixed rates. Interest rate caps protect the Group by capping the maximum interest rate payable at the caps ceiling. Interest rate collars protect the Group by capping the maximum interest rate payable at the collar\u2019s ceiling but sacrifice the profitability of interest rate falls below a certain floor. Group policy is to ensure that interest rate protection on Group external debt is greater than 25 per cent. The Group has entered into various non-traded derivative instruments to manage its exposure to interest rate risk. These derivatives have not been designated as hedging instruments and therefore they are classified as financial derivatives at fair value through profit or loss. The Group\u2019s drawn debt is at fixed rates or currently has interest rate protection in place until the end of 2025. Interest rate collars were already in place for \u00a3200 million of notional value through to December 2024, capped at 1.23 per cent. Additional interest rate hedging was put into place in April 2023, capping SONIA exposure at 3.75 per cent for a further \u00a3300 million of notional value for 2023 and \u00a3150 million of notional value for 2024 (resulting in \u00a3500 million of hedging for 2023 at an effective 2.7 per cent and \u00a3350 million for 2024 at an effective 2.3 per cent). In December 2023, further hedging was put in place for \u00a3250 million of notional value of SONIA exposure for 2025, which provides for a cap of 3.0 per cent and a floor of 2.0 per cent. The derivatives currently in place cover more than 100% (2022:100%) of the variable loan principal outstanding. The derivative contracts require settlement of net interest receivable or payable every 90 days. The settlement dates coincide with the dates on which interest is payable on the underlying debt. The sensitivity analysis below illustrates the impact of a 100 basis point (\u201cbps\u201d) shift, upwards and downwards, in the level of interest rates on the movement in fair value of interest rate derivatives entered into by the Group.
Increase in Decrease in Increase in Decrease in
interest rates interest rates interest rates interest rates
by 100 bps by 100 bps by 100 bps by 100 bps
2023 2023 2022 2022
\u00a3m \u00a3m \u00a3m \u00a3m
Effect on profit before tax (change in fair value of derivative financial instruments):
Increase/(decrease)
4.9
(4.6)
3.5
(3.5)
The sensitivity analysis above is a reasonable illustration of the possible effect from the changes in slope and shifts in the yield curve that may actually occur and represents management\u2019s assessment of possible changes in interest rates. 100 bps has been used in 2023 (2022: 100 bps) to reflect current macroeconomic conditions of increasing costs. The fixed rate derivative financial instruments are matched by floating rate debt, therefore such a movement would have a very limited effect on Group cash flow overall. Liquidity risk Liquidity risk is managed to ensure that the Group is able to meet future payment obligations when financial liabilities fall due. The Group\u2019s policy is to seek to minimise its exposure to liquidity risk by managing its exposure to interest rate risk and to refinancing risk. The Group seeks to achieve an appropriate balance between a number of factors, including tenor and costs. Liquidity analysis is intended to provide sufficient headroom to meet the Group\u2019s operational requirements and investment commitments. The Group\u2019s policy also includes maintaining adequate cash, as well as maintaining adequate committed and undrawn facilities. A key factor in ensuring existing facilities remain available to the Group is the borrowing entity\u2019s ability to meet the relevant facility\u2019s financial covenants. The Group has a process to regularly monitor both current and projected compliance with the financial covenants. The Group regularly reviews the maturity profile of its financial liabilities and will seek to avoid concentrations of maturities through the regular replacement of facilities and by staggering maturity dates. Refinancing risk may be reduced by reborrowing prior to the contracted maturity date, effectively switching liquidity risk for market risk. This is subject to credit facilities being available at the time of the desired refinancing. The tables below set out the maturity analysis of the Group\u2019s financial liabilities based on the undiscounted contractual obligations to make payments of interest and to repay principal. The RCF is not included for 2022 and 2023 and the standby loan facility is not included for 2022 as these facilities were undrawn as at the respective balance sheet dates. Where interest payment obligations are based on a floating rate, the rates used are those implied by the par yield curve. Group
2023
Carrying
value
1 yr
Between 1-2 yrs
Between 3-5 yrs
Over 5 yrs
Total
Interest Principal Interest Principal Interest Principal Interest Principal Interest Principal
\u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m
Non-derivatives
Loan notes
474.1
13.0
95.0
10.2
\u2013
16.2
212.5
18.1
167.5
57.6
475.0
Unsecured bank loans
1
345.9
25.0
\u2013
19.8
\u2013
17.2
350.0
\u2013
\u2013
62.0
350.0
Secured loans
539.9
27.1
\u2013
27.0
\u2013
54.0
\u2013
124.9
584.8
233.0
584.8
Exchangeable bonds
269.8
5.5
\u2013
5.5
\u2013
2.7
275.0
\u2013
\u2013
13.7
275.0
Other payables and tax liabilities
96.2
\u2013
96.2
\u2013
\u2013
\u2013
\u2013
\u2013
\u2013
\u2013
96.2
Total non-derivatives
1,725.9
70.6
191.2
62.5
\u2013
90.1
837.5
143.0
752.3
366.3
1,781.0
Derivatives
Interest rate derivatives
(9.7)
(7.0)
\u2013
(1.2)
\u2013
\u2013
\u2013
\u2013
\u2013
(8.2)
\u2013
Total derivatives
(9.7)
(7.0)
\u2013
(1.2)
\u2013
\u2013
\u2013
\u2013
\u2013
(8.2)
\u2013
1. \u00a3150 million nominal value of the unsecured bank loans have been repaid post year end. The unsecured bank loan has an initial maturity in December 2026 with the option to extend the tenor by a further two periods of one year each, subject to lender approval. Group
2022
Carrying
value
1 yr
Between 1-2 yrs
Between 3-5 yrs
Over 5 yrs
Total
Interest Principal Interest Principal Interest Principal Interest Principal Interest Principal
\u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m
Non-derivatives
Loan notes
473.9
13.0
\u2013
13.0
95.0
26.5
212.5
18.1
167.5
70.6
475.0
Exchangeable bonds
266.9
5.5
\u2013
5.5
\u2013
8.2
275.0
\u2013
\u2013
19.2
275.0
Lease liabilities
6.1
\u2013
0.7
\u2013
\u2013
\u2013
2.3
\u2013
3.1
\u2013
6.1
Other payables
26.5
\u2013
26.5
\u2013
\u2013
\u2013
\u2013
\u2013
\u2013
\u2013
26.5
Total non-derivatives
773.4
18.5
27.2
18.5
95.0
34.7
489.8
18.1
170.6
89.8
782.6
Derivatives
Interest rate derivatives
12.1
(6.3)
\u2013
(6.5)
\u2013
\u2013
\u2013
\u2013
\u2013
(12.8)
\u2013
Total derivatives
12.1
(6.3)
\u2013
(6.5)
\u2013
\u2013
\u2013
\u2013
\u2013
(12.8)
\u2013
Contractual maturities reflect the expected maturities of financial instruments. The interest payments on variable interest rate loans and bonds issued in the table above reflect market forward interest rates at the reporting date and these amounts may change as market interest rates change. The future cash flows on derivative instruments may be different from the amount in the above table as interest rates change. Except for these financial liabilities, it is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts based on the current drawn facility balances. The Group has an unsecured revolving credit facility, loan notes, secured loans and an unsured corporate loan facility that contain loan covenants. Details of these loans are disclosed in note 22 \u2018Borrowings\u2019. A future breach of covenant may require the Group to repay the facilities earlier than indicated in the above table. Details of the loan covenants are set out below: Financial covenants
31 December 2023
Nominal at
31 December 2023 LTV Interest cover
Maturity \u00a3m covenant covenant
Private placements (loan notes)
2024\u20132037
475.0
60%
1.20x
Exchangeable bond
2026
275.0
N/A
N/A
Unsecured corporate facility
2
2026
350.0
60%
1.20x
Secured term loans
2029
134.8
60%
1.40x
Secured term loans
2030-2035
450.0
65%
1.35x
Revolving credit facility (undrawn)
2026
300.0
60%
1.20x
1 1. Balance sheet values of the loans include unamortised fees. 2. Unsecured corporate facility has an additional requirement that Group unencumbered assets are equal to or exceed 1.5x of Group unsecured debt Under the various debt agreements, covenants are monitored on a regular basis and regularly reviewed by management to ensure compliance with the agreement. Credit risk The Group\u2019s principal financial assets are trade and other receivables, amounts receivable from joint ventures and associates and cash and cash equivalents. Credit risk is the risk of financial loss if a tenant or counterparty fails to meet an obligation under a contract. Credit risk arises primarily from trade receivables relating to tenants but also from the Group\u2019s undrawn commitments and holdings of assets such as cash deposits and loans with counterparties. The carrying value of financial assets recorded in the consolidated financial statements represents the Group\u2019s maximum exposure to credit risk without taking into account the value of any deposits or guarantees obtained. Trade and other receivables: Credit risk associated with trade receivables is actively managed; tenants are managed individually by asset managers, who continuously monitor and work with tenants, anticipating and wherever possible identifying and addressing risks prior to default. Tenants are managed through a large and diverse tenant base to reduce the credit risk to the Group. Trade receivables are less than one per cent of total assets at 31 December 2023 (2022: less than one per cent) and are \u00a318.4 million as at 31 December 2023 (2022: \u00a312.0 million). Prospective tenants are assessed through an internally conducted review process, by obtaining credit ratings and reviewing financial information. As a result, deposits or guarantees may be obtained. The amount of deposits held as collateral at 31 December 2023 was \u00a333.4 million (2022: \u00a313.4 million). \u00a318.9 million (31 December 2022: nil) of the cash deposits held against tenants\u2019 rent payment obligations are in bank accounts administered by the Group\u2019s managing agents which are not included within the consolidated balance sheet. During the year tenant default risk, and as such credit risk, has reduced due to improved trading conditions. Rent receivable balances are provided against by applying the IFRS 9 expected credit loss model which uses a lifetime expected loss allowance. In assessing the provision the Group identifies risk factors associated by sector and the type of rent receivable outstanding (rent arrears, service charge, other). In determining the provision on a tenant by tenant basis, the Group considers both recent payment history and future expectations of the tenant\u2019s ability to pay or possible default in order to recognise an expected credit loss allowance. Trade receivable balances are written off when there is no reasonable expectation of recovery or when a rent concession is provided for past due rent. Indicators that there is no reasonable recovery include the failure of the debtor to engage in a repayment plan with the Group and a failure to make contractual payments. The amounts of trade receivables presented in the consolidated balance sheet are net of impairment for doubtful receivables. Ageing of gross trade receivables and loss allowances were as follows:
2023 2022
\u00a3m \u00a3m
Gross Gross
carrying Loss carrying Loss
amount allowance amount allowance
Not yet due
0.5
\u2013
0.4
(0.1)
0-90 days
9.1
(1.3)
6.1
(0.6)
91-180 days
4.5
(0.7)
0.6
(0.3)
Over 180 days
4.3
(2.8)
4.9
(3.0)
Trade receivables
18.4
(4.8)
12.0
(4.0)
As at 31 December 2023 there is a provision for trade receivables of \u00a34.8 million (2022: \u00a34.0 million). The total provision for the year is \u00a32.0 million (2022: a credit of \u00a31.6 million), as shown in note 4 \u2018Gross Profit\u2019, reflecting impairments during the year and movement in the provision. As the Group operates predominantly in central London, it is subject to some geographical concentration risk. However, this is mitigated by the extensive range of tenants from varying business sectors and the credit review process as noted above. Amounts receivable from joint ventures and associates: Included within receivables, net of impairment is nil (2022: nil) working capital facility advanced to the Lillie Square joint venture and an interest bearing loan of \u00a376.0 million (2022: \u00a384.0 million). The carrying value of the investment in the joint venture is nil (2022: nil) as the Group\u2019s share of losses exceeds the cost of its investment. Total funding advanced to the joint venture, including the working capital facility and an interest bearing loan has been impaired by \u00a343.1 million cumulatively. Details of the impairment are set out in note 8 \u2018Change in value of investments and other receivables\u2019. The Lillie Square joint venture is in a net liability position due to carrying trading property at the lower of cost and net realisable value and the amortisation of the previously issued deep discount bonds. However, based on a market valuation undertaken by the Group\u2019s valuers JLL, there is an unrecognised surplus of \u00a31.5 million (Group share) as at 31 December 2023. This surplus will only be evidenced on sale of trading property when significant risks and rewards have transferred to the buyer. Therefore, while Lillie Square demonstrates positive pricing evidence commercially and funding provided is not deemed to be at risk of default, for reporting purposes the Group is required to allocate losses against amounts advanced to the joint venture, to the extent that losses do not exceed the investment, until the unrecognised surplus on trading property is realised through sale. Included within receivables, net of impairments, is an interest bearing loan of \u00a311.6 million, (2022: nil) advanced to Longmartin. The carrying amount of the investment in Longmartin is \u00a383.4 million (2022: nil). Cash, deposits and derivative financial instruments: The credit risk relating to cash, deposits and derivative financial instruments is actively managed by the Group\u2019s treasury function. Relationships are maintained with a number of institutional counterparties, ensuring compliance with Group cash investment policy relating to limits on the credit ratings of counterparties. The maximum exposure to cash and deposits, excluding tenant deposits, as at 31 December 2023 amounted to \u00a3195.6 million (2022: \u00a3122.6 million), including the Group\u2019s share of joint venture and associate cash. The maximum fair value exposure to derivative financial instruments is \u00a39.7 million (2022: \u00a38.8 million). Gross carrying value and loss allowance of other receivables (excluding trade receivables) are set out in the table below:
2023 2022
\u00a3m \u00a3m
Gross Gross
carrying Loss carrying Loss
amount allowance amount allowance
Amounts receivable from joint ventures and associates
130.7
43.1
114.6
(30.6)
Other receivables
1
58.5
(0.9)
44.4
(1.9)
1. \u00a30.9 million (2022: \u00a31.9 million) loss allowance relates to the provision against tenant lease incentives. Capital structure The Group seeks to enhance shareholder value both by investing in the business so as to improve the return on investment and by managing the capital structure appropriately. The Group uses a mix of equity, debt and other financial instruments, and aims to access both debt and equity capital markets efficiently. The key ratios used to monitor the capital structure of the Group are loan-to-value and the interest cover ratio. The Group aims not to exceed a loan-to-value ratio of more than 40 per cent and to maintain interest cover above 125 per cent. These ratios are disclosed on a nominal value of debt and market value of investment properties. These metrics are discussed in the Financial review on page 48. Loan-to-value Note
2023 2022
\u00a3m \u00a3m
Debt at nominal value
22
1,684.8
750.0
Less: cash
22
(185.7)
(116.5)
Net debt
22
1,499.1
633.5
Total property portfolio at market value
14
4,795.3
1,743.7
Loan-to-value
31.3%
36.3%
Interest cover Note
2023 2022
\u00a3m \u00a3m
Finance costs
10
(67.5)
(27.2)
Finance income
9
15.6
2.6
(51.9)
(24.6)
Underlying operating profit:
Gross profit
1
4
147.0
57.3
Other income
5
2.7
13.5
Administrative expenses
6
(83.8)
(40.6)
Less: non-underlying administrative expenses
6
44.5
14.6
110.4
44.8
Interest cover
212.7%
182.1%
1. 2023 adjusted for the change in accounting policy as discussed in note 1 \u2018Changes to accounting policies\u2019. Fair value estimation Financial instruments carried at fair value are required to be analysed by level depending on the valuation method adopted under IFRS 13. The different valuation levels are defined in note 14 \u2018Property portfolio\u2019. The table below present the Group\u2019s financial assets and liabilities recognised at fair value at 31 December 2023 and 31 December 2022. There were no transfers between levels during the year.
2023
2022
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
\u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m
Financial assets at fair value through profit or loss
Listed equity investment
\u2013
\u2013
\u2013
\u2013
356.9
\u2013
\u2013
356.9
Held for trading assets
Derivative financial assets
\u2013
9.7
\u2013
9.7
\u2013
12.1
\u2013
12.1
Total assets
\u2013
9.7
\u2013
9.7
356.9
12.1
\u2013
369.0
Held for trading liabilities
Derivative financial liabilities
\u2013
(7.2)
\u2013
(7.2)
\u2013
(3.3)
\u2013
(3.3)
Total liabilities
\u2013
(7.2)
\u2013
(7.2)
\u2013
(3.3)
\u2013
(3.3)
The fair values of derivative financial instruments are determined from observable market prices or estimated using appropriate yield curves at 31 December each year by discounting the future contractual cash flows to the net present values. Listed equity investments as at 31 December 2022 are carried at fair value on the consolidated balance sheet and representing Level 1 fair value measurement. The fair value of listed equity investments are based on quoted market prices traded in active markets. The fair values of the Group\u2019s cash and cash equivalents, other financial assets carried at amortised cost and other financial liabilities are not materially different from those at which they are carried in the consolidated financial statements. ", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialRiskManagementExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-419": { "value": "Market risk Interest rate risk Interest rate risk comprises both cash flow and fair value risks. Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate due to changes in market interest rates. Fair value risk is the risk that the fair value of financial instruments will fluctuate as a result of changes in market interest rates. The Group\u2019s interest rate risk arises from borrowings issued at variable rates that expose the Group to cash flow interest rate risk, whereas borrowings issued at fixed interest rates expose the Group to fair value interest rate risk. It is Group policy, and often a requirement of our lenders, to eliminate substantially all short and medium-term exposure to interest rate fluctuations in order to establish certainty over medium-term cash flows by using fixed interest rate derivatives. Interest rate derivatives have the economic effect of converting borrowings from floating to fixed rates. Interest rate caps protect the Group by capping the maximum interest rate payable at the caps ceiling. Interest rate collars protect the Group by capping the maximum interest rate payable at the collar\u2019s ceiling but sacrifice the profitability of interest rate falls below a certain floor. Group policy is to ensure that interest rate protection on Group external debt is greater than 25 per cent. The Group has entered into various non-traded derivative instruments to manage its exposure to interest rate risk. These derivatives have not been designated as hedging instruments and therefore they are classified as financial derivatives at fair value through profit or loss. The Group\u2019s drawn debt is at fixed rates or currently has interest rate protection in place until the end of 2025. Interest rate collars were already in place for \u00a3200 million of notional value through to December 2024, capped at 1.23 per cent. Additional interest rate hedging was put into place in April 2023, capping SONIA exposure at 3.75 per cent for a further \u00a3300 million of notional value for 2023 and \u00a3150 million of notional value for 2024 (resulting in \u00a3500 million of hedging for 2023 at an effective 2.7 per cent and \u00a3350 million for 2024 at an effective 2.3 per cent). In December 2023, further hedging was put in place for \u00a3250 million of notional value of SONIA exposure for 2025, which provides for a cap of 3.0 per cent and a floor of 2.0 per cent. The derivatives currently in place cover more than 100% (2022:100%) of the variable loan principal outstanding. The derivative contracts require settlement of net interest receivable or payable every 90 days. The settlement dates coincide with the dates on which interest is payable on the underlying debt. The sensitivity analysis below illustrates the impact of a 100 basis point (\u201cbps\u201d) shift, upwards and downwards, in the level of interest rates on the movement in fair value of interest rate derivatives entered into by the Group.
Increase in Decrease in Increase in Decrease in
interest rates interest rates interest rates interest rates
by 100 bps by 100 bps by 100 bps by 100 bps
2023 2023 2022 2022
\u00a3m \u00a3m \u00a3m \u00a3m
Effect on profit before tax (change in fair value of derivative financial instruments):
Increase/(decrease)
4.9
(4.6)
3.5
(3.5)
The sensitivity analysis above is a reasonable illustration of the possible effect from the changes in slope and shifts in the yield curve that may actually occur and represents management\u2019s assessment of possible changes in interest rates. 100 bps has been used in 2023 (2022: 100 bps) to reflect current macroeconomic conditions of increasing costs. The fixed rate derivative financial instruments are matched by floating rate debt, therefore such a movement would have a very limited effect on Group cash flow overall. ", "dimensions": { "concept": "ifrs-full:DisclosureOfMarketRiskExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-435": { "value": "The sensitivity analysis below illustrates the impact of a 100 basis point (\u201cbps\u201d) shift, upwards and downwards, in the level of interest rates on the movement in fair value of interest rate derivatives entered into by the Group.
Increase in Decrease in Increase in Decrease in
interest rates interest rates interest rates interest rates
by 100 bps by 100 bps by 100 bps by 100 bps
2023 2023 2022 2022
\u00a3m \u00a3m \u00a3m \u00a3m
Effect on profit before tax (change in fair value of derivative financial instruments):
Increase/(decrease)
4.9
(4.6)
3.5
(3.5)
The sensitivity analysis above is a reasonable illustration of the possible effect from the changes in slope and shifts in the yield curve that may actually occur and represents management\u2019s assessment of possible changes in interest rates. 100 bps has been used in 2023 (2022: 100 bps) to reflect current macroeconomic conditions of increasing costs. The fixed rate derivative financial instruments are matched by floating rate debt, therefore such a movement would have a very limited effect on Group cash flow overall. ", "dimensions": { "concept": "ifrs-full:SensitivityAnalysisForEachTypeOfMarketRisk", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-420": { "value": "Liquidity risk Liquidity risk is managed to ensure that the Group is able to meet future payment obligations when financial liabilities fall due. The Group\u2019s policy is to seek to minimise its exposure to liquidity risk by managing its exposure to interest rate risk and to refinancing risk. The Group seeks to achieve an appropriate balance between a number of factors, including tenor and costs. Liquidity analysis is intended to provide sufficient headroom to meet the Group\u2019s operational requirements and investment commitments. The Group\u2019s policy also includes maintaining adequate cash, as well as maintaining adequate committed and undrawn facilities. A key factor in ensuring existing facilities remain available to the Group is the borrowing entity\u2019s ability to meet the relevant facility\u2019s financial covenants. The Group has a process to regularly monitor both current and projected compliance with the financial covenants. The Group regularly reviews the maturity profile of its financial liabilities and will seek to avoid concentrations of maturities through the regular replacement of facilities and by staggering maturity dates. Refinancing risk may be reduced by reborrowing prior to the contracted maturity date, effectively switching liquidity risk for market risk. This is subject to credit facilities being available at the time of the desired refinancing. The tables below set out the maturity analysis of the Group\u2019s financial liabilities based on the undiscounted contractual obligations to make payments of interest and to repay principal. The RCF is not included for 2022 and 2023 and the standby loan facility is not included for 2022 as these facilities were undrawn as at the respective balance sheet dates. Where interest payment obligations are based on a floating rate, the rates used are those implied by the par yield curve. Group
2023
Carrying
value
1 yr
Between 1-2 yrs
Between 3-5 yrs
Over 5 yrs
Total
Interest Principal Interest Principal Interest Principal Interest Principal Interest Principal
\u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m
Non-derivatives
Loan notes
474.1
13.0
95.0
10.2
\u2013
16.2
212.5
18.1
167.5
57.6
475.0
Unsecured bank loans
1
345.9
25.0
\u2013
19.8
\u2013
17.2
350.0
\u2013
\u2013
62.0
350.0
Secured loans
539.9
27.1
\u2013
27.0
\u2013
54.0
\u2013
124.9
584.8
233.0
584.8
Exchangeable bonds
269.8
5.5
\u2013
5.5
\u2013
2.7
275.0
\u2013
\u2013
13.7
275.0
Other payables and tax liabilities
96.2
\u2013
96.2
\u2013
\u2013
\u2013
\u2013
\u2013
\u2013
\u2013
96.2
Total non-derivatives
1,725.9
70.6
191.2
62.5
\u2013
90.1
837.5
143.0
752.3
366.3
1,781.0
Derivatives
Interest rate derivatives
(9.7)
(7.0)
\u2013
(1.2)
\u2013
\u2013
\u2013
\u2013
\u2013
(8.2)
\u2013
Total derivatives
(9.7)
(7.0)
\u2013
(1.2)
\u2013
\u2013
\u2013
\u2013
\u2013
(8.2)
\u2013
1. \u00a3150 million nominal value of the unsecured bank loans have been repaid post year end. The unsecured bank loan has an initial maturity in December 2026 with the option to extend the tenor by a further two periods of one year each, subject to lender approval. Group
2022
Carrying
value
1 yr
Between 1-2 yrs
Between 3-5 yrs
Over 5 yrs
Total
Interest Principal Interest Principal Interest Principal Interest Principal Interest Principal
\u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m
Non-derivatives
Loan notes
473.9
13.0
\u2013
13.0
95.0
26.5
212.5
18.1
167.5
70.6
475.0
Exchangeable bonds
266.9
5.5
\u2013
5.5
\u2013
8.2
275.0
\u2013
\u2013
19.2
275.0
Lease liabilities
6.1
\u2013
0.7
\u2013
\u2013
\u2013
2.3
\u2013
3.1
\u2013
6.1
Other payables
26.5
\u2013
26.5
\u2013
\u2013
\u2013
\u2013
\u2013
\u2013
\u2013
26.5
Total non-derivatives
773.4
18.5
27.2
18.5
95.0
34.7
489.8
18.1
170.6
89.8
782.6
Derivatives
Interest rate derivatives
12.1
(6.3)
\u2013
(6.5)
\u2013
\u2013
\u2013
\u2013
\u2013
(12.8)
\u2013
Total derivatives
12.1
(6.3)
\u2013
(6.5)
\u2013
\u2013
\u2013
\u2013
\u2013
(12.8)
\u2013
Contractual maturities reflect the expected maturities of financial instruments. The interest payments on variable interest rate loans and bonds issued in the table above reflect market forward interest rates at the reporting date and these amounts may change as market interest rates change. The future cash flows on derivative instruments may be different from the amount in the above table as interest rates change. Except for these financial liabilities, it is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at significantly different amounts based on the current drawn facility balances. The Group has an unsecured revolving credit facility, loan notes, secured loans and an unsured corporate loan facility that contain loan covenants. Details of these loans are disclosed in note 22 \u2018Borrowings\u2019. A future breach of covenant may require the Group to repay the facilities earlier than indicated in the above table. Details of the loan covenants are set out below: Financial covenants
31 December 2023
Nominal at
31 December 2023 LTV Interest cover
Maturity \u00a3m covenant covenant
Private placements (loan notes)
2024\u20132037
475.0
60%
1.20x
Exchangeable bond
2026
275.0
N/A
N/A
Unsecured corporate facility
2
2026
350.0
60%
1.20x
Secured term loans
2029
134.8
60%
1.40x
Secured term loans
2030-2035
450.0
65%
1.35x
Revolving credit facility (undrawn)
2026
300.0
60%
1.20x
1 1. Balance sheet values of the loans include unamortised fees. 2. Unsecured corporate facility has an additional requirement that Group unencumbered assets are equal to or exceed 1.5x of Group unsecured debt Under the various debt agreements, covenants are monitored on a regular basis and regularly reviewed by management to ensure compliance with the agreement. ", "dimensions": { "concept": "ifrs-full:DisclosureOfLiquidityRiskExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-436": { "value": "Group
2023
Carrying
value
1 yr
Between 1-2 yrs
Between 3-5 yrs
Over 5 yrs
Total
Interest Principal Interest Principal Interest Principal Interest Principal Interest Principal
\u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m
Non-derivatives
Loan notes
474.1
13.0
95.0
10.2
\u2013
16.2
212.5
18.1
167.5
57.6
475.0
Unsecured bank loans
1
345.9
25.0
\u2013
19.8
\u2013
17.2
350.0
\u2013
\u2013
62.0
350.0
Secured loans
539.9
27.1
\u2013
27.0
\u2013
54.0
\u2013
124.9
584.8
233.0
584.8
Exchangeable bonds
269.8
5.5
\u2013
5.5
\u2013
2.7
275.0
\u2013
\u2013
13.7
275.0
Other payables and tax liabilities
96.2
\u2013
96.2
\u2013
\u2013
\u2013
\u2013
\u2013
\u2013
\u2013
96.2
Total non-derivatives
1,725.9
70.6
191.2
62.5
\u2013
90.1
837.5
143.0
752.3
366.3
1,781.0
Derivatives
Interest rate derivatives
(9.7)
(7.0)
\u2013
(1.2)
\u2013
\u2013
\u2013
\u2013
\u2013
(8.2)
\u2013
Total derivatives
(9.7)
(7.0)
\u2013
(1.2)
\u2013
\u2013
\u2013
\u2013
\u2013
(8.2)
\u2013
1. \u00a3150 million nominal value of the unsecured bank loans have been repaid post year end. The unsecured bank loan has an initial maturity in December 2026 with the option to extend the tenor by a further two periods of one year each, subject to lender approval. Group
2022
Carrying
value
1 yr
Between 1-2 yrs
Between 3-5 yrs
Over 5 yrs
Total
Interest Principal Interest Principal Interest Principal Interest Principal Interest Principal
\u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m
Non-derivatives
Loan notes
473.9
13.0
\u2013
13.0
95.0
26.5
212.5
18.1
167.5
70.6
475.0
Exchangeable bonds
266.9
5.5
\u2013
5.5
\u2013
8.2
275.0
\u2013
\u2013
19.2
275.0
Lease liabilities
6.1
\u2013
0.7
\u2013
\u2013
\u2013
2.3
\u2013
3.1
\u2013
6.1
Other payables
26.5
\u2013
26.5
\u2013
\u2013
\u2013
\u2013
\u2013
\u2013
\u2013
26.5
Total non-derivatives
773.4
18.5
27.2
18.5
95.0
34.7
489.8
18.1
170.6
89.8
782.6
Derivatives
Interest rate derivatives
12.1
(6.3)
\u2013
(6.5)
\u2013
\u2013
\u2013
\u2013
\u2013
(12.8)
\u2013
Total derivatives
12.1
(6.3)
\u2013
(6.5)
\u2013
\u2013
\u2013
\u2013
\u2013
(12.8)
\u2013
", "dimensions": { "concept": "ifrs-full:MaturityAnalysisForNonderivativeFinancialLiabilities", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-442": { "value": "
2023
Carrying
value
1 yr
Between 1-2 yrs
Between 3-5 yrs
Over 5 yrs
Total
Interest Principal Interest Principal Interest Principal Interest Principal Interest Principal
\u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m
Non-derivatives
Loan notes
474.1
13.0
95.0
10.2
\u2013
16.2
212.5
18.1
167.5
57.6
475.0
Unsecured bank loans
1
345.9
25.0
\u2013
19.8
\u2013
17.2
350.0
\u2013
\u2013
62.0
350.0
Secured loans
539.9
27.1
\u2013
27.0
\u2013
54.0
\u2013
124.9
584.8
233.0
584.8
Exchangeable bonds
269.8
5.5
\u2013
5.5
\u2013
2.7
275.0
\u2013
\u2013
13.7
275.0
Other payables and tax liabilities
96.2
\u2013
96.2
\u2013
\u2013
\u2013
\u2013
\u2013
\u2013
\u2013
96.2
Total non-derivatives
1,725.9
70.6
191.2
62.5
\u2013
90.1
837.5
143.0
752.3
366.3
1,781.0
Derivatives
Interest rate derivatives
(9.7)
(7.0)
\u2013
(1.2)
\u2013
\u2013
\u2013
\u2013
\u2013
(8.2)
\u2013
Total derivatives
(9.7)
(7.0)
\u2013
(1.2)
\u2013
\u2013
\u2013
\u2013
\u2013
(8.2)
\u2013
1. \u00a3150 million nominal value of the unsecured bank loans have been repaid post year end. The unsecured bank loan has an initial maturity in December 2026 with the option to extend the tenor by a further two periods of one year each, subject to lender approval. Group
2022
Carrying
value
1 yr
Between 1-2 yrs
Between 3-5 yrs
Over 5 yrs
Total
Interest Principal Interest Principal Interest Principal Interest Principal Interest Principal
\u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m \u00a3m
Non-derivatives
Loan notes
473.9
13.0
\u2013
13.0
95.0
26.5
212.5
18.1
167.5
70.6
475.0
Exchangeable bonds
266.9
5.5
\u2013
5.5
\u2013
8.2
275.0
\u2013
\u2013
19.2
275.0
Lease liabilities
6.1
\u2013
0.7
\u2013
\u2013
\u2013
2.3
\u2013
3.1
\u2013
6.1
Other payables
26.5
\u2013
26.5
\u2013
\u2013
\u2013
\u2013
\u2013
\u2013
\u2013
26.5
Total non-derivatives
773.4
18.5
27.2
18.5
95.0
34.7
489.8
18.1
170.6
89.8
782.6
Derivatives
Interest rate derivatives
12.1
(6.3)
\u2013
(6.5)
\u2013
\u2013
\u2013
\u2013
\u2013
(12.8)
\u2013
Total derivatives
12.1
(6.3)
\u2013
(6.5)
\u2013
\u2013
\u2013
\u2013
\u2013
(12.8)
\u2013
", "dimensions": { "concept": "ifrs-full:MaturityAnalysisForDerivativeFinancialLiabilities", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-421": { "value": "Credit risk The Group\u2019s principal financial assets are trade and other receivables, amounts receivable from joint ventures and associates and cash and cash equivalents. Credit risk is the risk of financial loss if a tenant or counterparty fails to meet an obligation under a contract. Credit risk arises primarily from trade receivables relating to tenants but also from the Group\u2019s undrawn commitments and holdings of assets such as cash deposits and loans with counterparties. The carrying value of financial assets recorded in the consolidated financial statements represents the Group\u2019s maximum exposure to credit risk without taking into account the value of any deposits or guarantees obtained. Trade and other receivables: Credit risk associated with trade receivables is actively managed; tenants are managed individually by asset managers, who continuously monitor and work with tenants, anticipating and wherever possible identifying and addressing risks prior to default. Tenants are managed through a large and diverse tenant base to reduce the credit risk to the Group. Trade receivables are less than one per cent of total assets at 31 December 2023 (2022: less than one per cent) and are \u00a318.4 million as at 31 December 2023 (2022: \u00a312.0 million). Prospective tenants are assessed through an internally conducted review process, by obtaining credit ratings and reviewing financial information. As a result, deposits or guarantees may be obtained. The amount of deposits held as collateral at 31 December 2023 was \u00a333.4 million (2022: \u00a313.4 million). \u00a318.9 million (31 December 2022: nil) of the cash deposits held against tenants\u2019 rent payment obligations are in bank accounts administered by the Group\u2019s managing agents which are not included within the consolidated balance sheet. During the year tenant default risk, and as such credit risk, has reduced due to improved trading conditions. Rent receivable balances are provided against by applying the IFRS 9 expected credit loss model which uses a lifetime expected loss allowance. In assessing the provision the Group identifies risk factors associated by sector and the type of rent receivable outstanding (rent arrears, service charge, other). In determining the provision on a tenant by tenant basis, the Group considers both recent payment history and future expectations of the tenant\u2019s ability to pay or possible default in order to recognise an expected credit loss allowance. Trade receivable balances are written off when there is no reasonable expectation of recovery or when a rent concession is provided for past due rent. Indicators that there is no reasonable recovery include the failure of the debtor to engage in a repayment plan with the Group and a failure to make contractual payments. The amounts of trade receivables presented in the consolidated balance sheet are net of impairment for doubtful receivables. Ageing of gross trade receivables and loss allowances were as follows:
2023 2022
\u00a3m \u00a3m
Gross Gross
carrying Loss carrying Loss
amount allowance amount allowance
Not yet due
0.5
\u2013
0.4
(0.1)
0-90 days
9.1
(1.3)
6.1
(0.6)
91-180 days
4.5
(0.7)
0.6
(0.3)
Over 180 days
4.3
(2.8)
4.9
(3.0)
Trade receivables
18.4
(4.8)
12.0
(4.0)
As at 31 December 2023 there is a provision for trade receivables of \u00a34.8 million (2022: \u00a34.0 million). The total provision for the year is \u00a32.0 million (2022: a credit of \u00a31.6 million), as shown in note 4 \u2018Gross Profit\u2019, reflecting impairments during the year and movement in the provision. As the Group operates predominantly in central London, it is subject to some geographical concentration risk. However, this is mitigated by the extensive range of tenants from varying business sectors and the credit review process as noted above. Amounts receivable from joint ventures and associates: Included within receivables, net of impairment is nil (2022: nil) working capital facility advanced to the Lillie Square joint venture and an interest bearing loan of \u00a376.0 million (2022: \u00a384.0 million). The carrying value of the investment in the joint venture is nil (2022: nil) as the Group\u2019s share of losses exceeds the cost of its investment. Total funding advanced to the joint venture, including the working capital facility and an interest bearing loan has been impaired by \u00a343.1 million cumulatively. Details of the impairment are set out in note 8 \u2018Change in value of investments and other receivables\u2019. The Lillie Square joint venture is in a net liability position due to carrying trading property at the lower of cost and net realisable value and the amortisation of the previously issued deep discount bonds. However, based on a market valuation undertaken by the Group\u2019s valuers JLL, there is an unrecognised surplus of \u00a31.5 million (Group share) as at 31 December 2023. This surplus will only be evidenced on sale of trading property when significant risks and rewards have transferred to the buyer. Therefore, while Lillie Square demonstrates positive pricing evidence commercially and funding provided is not deemed to be at risk of default, for reporting purposes the Group is required to allocate losses against amounts advanced to the joint venture, to the extent that losses do not exceed the investment, until the unrecognised surplus on trading property is realised through sale. Included within receivables, net of impairments, is an interest bearing loan of \u00a311.6 million, (2022: nil) advanced to Longmartin. The carrying amount of the investment in Longmartin is \u00a383.4 million (2022: nil). Cash, deposits and derivative financial instruments: The credit risk relating to cash, deposits and derivative financial instruments is actively managed by the Group\u2019s treasury function. Relationships are maintained with a number of institutional counterparties, ensuring compliance with Group cash investment policy relating to limits on the credit ratings of counterparties. The maximum exposure to cash and deposits, excluding tenant deposits, as at 31 December 2023 amounted to \u00a3195.6 million (2022: \u00a3122.6 million), including the Group\u2019s share of joint venture and associate cash. The maximum fair value exposure to derivative financial instruments is \u00a39.7 million (2022: \u00a38.8 million). Gross carrying value and loss allowance of other receivables (excluding trade receivables) are set out in the table below:
2023 2022
\u00a3m \u00a3m
Gross Gross
carrying Loss carrying Loss
amount allowance amount allowance
Amounts receivable from joint ventures and associates
130.7
43.1
114.6
(30.6)
Other receivables
1
58.5
(0.9)
44.4
(1.9)
1. \u00a30.9 million (2022: \u00a31.9 million) loss allowance relates to the provision against tenant lease incentives. ", "dimensions": { "concept": "ifrs-full:DisclosureOfCreditRiskExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-437": { "value": "Trade and other receivables: Credit risk associated with trade receivables is actively managed; tenants are managed individually by asset managers, who continuously monitor and work with tenants, anticipating and wherever possible identifying and addressing risks prior to default. Tenants are managed through a large and diverse tenant base to reduce the credit risk to the Group. Trade receivables are less than one per cent of total assets at 31 December 2023 (2022: less than one per cent) and are \u00a318.4 million as at 31 December 2023 (2022: \u00a312.0 million). Prospective tenants are assessed through an internally conducted review process, by obtaining credit ratings and reviewing financial information. As a result, deposits or guarantees may be obtained. The amount of deposits held as collateral at 31 December 2023 was \u00a333.4 million (2022: \u00a313.4 million). \u00a318.9 million (31 December 2022: nil) of the cash deposits held against tenants\u2019 rent payment obligations are in bank accounts administered by the Group\u2019s managing agents which are not included within the consolidated balance sheet. During the year tenant default risk, and as such credit risk, has reduced due to improved trading conditions. Rent receivable balances are provided against by applying the IFRS 9 expected credit loss model which uses a lifetime expected loss allowance. In assessing the provision the Group identifies risk factors associated by sector and the type of rent receivable outstanding (rent arrears, service charge, other). In determining the provision on a tenant by tenant basis, the Group considers both recent payment history and future expectations of the tenant\u2019s ability to pay or possible default in order to recognise an expected credit loss allowance. Trade receivable balances are written off when there is no reasonable expectation of recovery or when a rent concession is provided for past due rent. Indicators that there is no reasonable recovery include the failure of the debtor to engage in a repayment plan with the Group and a failure to make contractual payments. The amounts of trade receivables presented in the consolidated balance sheet are net of impairment for doubtful receivables. Ageing of gross trade receivables and loss allowances were as follows:
2023 2022
\u00a3m \u00a3m
Gross Gross
carrying Loss carrying Loss
amount allowance amount allowance
Not yet due
0.5
\u2013
0.4
(0.1)
0-90 days
9.1
(1.3)
6.1
(0.6)
91-180 days
4.5
(0.7)
0.6
(0.3)
Over 180 days
4.3
(2.8)
4.9
(3.0)
Trade receivables
18.4
(4.8)
12.0
(4.0)
As at 31 December 2023 there is a provision for trade receivables of \u00a34.8 million (2022: \u00a34.0 million). The total provision for the year is \u00a32.0 million (2022: a credit of \u00a31.6 million), as shown in note 4 \u2018Gross Profit\u2019, reflecting impairments during the year and movement in the provision. As the Group operates predominantly in central London, it is subject to some geographical concentration risk. However, this is mitigated by the extensive range of tenants from varying business sectors and the credit review process as noted above. Amounts receivable from joint ventures and associates: Included within receivables, net of impairment is nil (2022: nil) working capital facility advanced to the Lillie Square joint venture and an interest bearing loan of \u00a376.0 million (2022: \u00a384.0 million). The carrying value of the investment in the joint venture is nil (2022: nil) as the Group\u2019s share of losses exceeds the cost of its investment. Total funding advanced to the joint venture, including the working capital facility and an interest bearing loan has been impaired by \u00a343.1 million cumulatively. Details of the impairment are set out in note 8 \u2018Change in value of investments and other receivables\u2019. The Lillie Square joint venture is in a net liability position due to carrying trading property at the lower of cost and net realisable value and the amortisation of the previously issued deep discount bonds. However, based on a market valuation undertaken by the Group\u2019s valuers JLL, there is an unrecognised surplus of \u00a31.5 million (Group share) as at 31 December 2023. This surplus will only be evidenced on sale of trading property when significant risks and rewards have transferred to the buyer. Therefore, while Lillie Square demonstrates positive pricing evidence commercially and funding provided is not deemed to be at risk of default, for reporting purposes the Group is required to allocate losses against amounts advanced to the joint venture, to the extent that losses do not exceed the investment, until the unrecognised surplus on trading property is realised through sale. Included within receivables, net of impairments, is an interest bearing loan of \u00a311.6 million, (2022: nil) advanced to Longmartin. The carrying amount of the investment in Longmartin is \u00a383.4 million (2022: nil). Cash, deposits and derivative financial instruments: The credit risk relating to cash, deposits and derivative financial instruments is actively managed by the Group\u2019s treasury function. Relationships are maintained with a number of institutional counterparties, ensuring compliance with Group cash investment policy relating to limits on the credit ratings of counterparties. The maximum exposure to cash and deposits, excluding tenant deposits, as at 31 December 2023 amounted to \u00a3195.6 million (2022: \u00a3122.6 million), including the Group\u2019s share of joint venture and associate cash. The maximum fair value exposure to derivative financial instruments is \u00a39.7 million (2022: \u00a38.8 million). Gross carrying value and loss allowance of other receivables (excluding trade receivables) are set out in the table below:
2023 2022
\u00a3m \u00a3m
Gross Gross
carrying Loss carrying Loss
amount allowance amount allowance
Amounts receivable from joint ventures and associates
130.7
43.1
114.6
(30.6)
Other receivables
1
58.5
(0.9)
44.4
(1.9)
1. \u00a30.9 million (2022: \u00a31.9 million) loss allowance relates to the provision against tenant lease incentives. ", "dimensions": { "concept": "ifrs-full:DisclosureOfAllowanceForCreditLossesExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-422": { "value": "Capital structure The Group seeks to enhance shareholder value both by investing in the business so as to improve the return on investment and by managing the capital structure appropriately. The Group uses a mix of equity, debt and other financial instruments, and aims to access both debt and equity capital markets efficiently. The key ratios used to monitor the capital structure of the Group are loan-to-value and the interest cover ratio. The Group aims not to exceed a loan-to-value ratio of more than 40 per cent and to maintain interest cover above 125 per cent. These ratios are disclosed on a nominal value of debt and market value of investment properties. These metrics are discussed in the Financial review on page 48. Loan-to-value Note
2023 2022
\u00a3m \u00a3m
Debt at nominal value
22
1,684.8
750.0
Less: cash
22
(185.7)
(116.5)
Net debt
22
1,499.1
633.5
Total property portfolio at market value
14
4,795.3
1,743.7
Loan-to-value
31.3%
36.3%
Interest cover Note
2023 2022
\u00a3m \u00a3m
Finance costs
10
(67.5)
(27.2)
Finance income
9
15.6
2.6
(51.9)
(24.6)
Underlying operating profit:
Gross profit
1
4
147.0
57.3
Other income
5
2.7
13.5
Administrative expenses
6
(83.8)
(40.6)
Less: non-underlying administrative expenses
6
44.5
14.6
110.4
44.8
Interest cover
212.7%
182.1%
1. 2023 adjusted for the change in accounting policy as discussed in note 1 \u2018Changes to accounting policies\u2019. ", "dimensions": { "concept": "ifrs-full:DisclosureOfObjectivesPoliciesAndProcessesForManagingCapitalExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-403": { "value": "26 Deferred tax The change in corporation tax rate referred to in note 11 \u2018Taxation\u2019 has been enacted for the purposes of IAS 12 \u2018Income Taxes\u2019 (\u201cIAS 12\u201d) and therefore has been reflected in these consolidated financial statements based on the expected timing of the realisation of deferred tax. Deferred tax on investment property is calculated under IAS 12 provisions on a disposals basis by reference to the properties\u2019 original tax base cost. Properties that fall within the Group\u2019s qualifying REIT activities will be outside the charge to UK corporation tax subject to certain conditions being met. The Group\u2019s recognised deferred tax position on investment property as calculated under IAS 12 is nil at 31 December 2023 (2022: nil). A disposal of the Group\u2019s trading properties at their market value, before utilisation of carried forward losses, would result in a corporation tax charge to the Group of \u00a30.4 million (25 per cent of \u00a31.7 million).
Fair value of
Accelerated derivative Other Non-REIT
capital financial temporary group
allowances instruments differences losses Total
\u00a3m \u00a3m \u00a3m \u00a3m \u00a3m
Provided deferred tax provision:
At 31 December 2021
0.3
(0.1)
(1.6)
(4.7)
(6.1)
Recognised in income
\u2013
\u2013
1.3
4.7
6.0
Recognised directly in equity
\u2013
0.1
\u2013
\u2013
0.1
Adjustment in respect of rate change
0.1
\u2013
(0.1)
\u2013
\u2013
At 31 December 2022
0.4
\u2013
(0.4)
\u2013
\u2013
Recognised in income
0.1
0.9
0.4
(1.4)
\u2013
At 31 December 2023
0.5
0.9
\u2013
(1.4)
\u2013
Unrecognised deferred tax assets:
At 31 December 2021
\u2013
\u2013
\u2013
(17.4)
(17.4)
Income statement items
\u2013
\u2013
(0.3)
(6.8)
(7.1)
At 31 December 2022
\u2013
\u2013
(0.3)
(24.2)
(24.5)
Income statement items
\u2013
\u2013
(0.6)
2.8
2.2
At 31 December 2023
\u2013
\u2013
(0.9)
(21.4)
(22.3)
In accordance with the requirements of IAS 12, deferred tax assets are only recognised to the extent that the Group believes it is probable that future taxable profit will be available against which the deferred tax assets can be recovered. As at 31 December 2023, the Group has unrecognised deferred tax assets of \u00a322.3 million in relation to \u00a386.0 million of gross losses carried forward within its residual business and \u00a33.5 million of other deductible temporary differences.", "dimensions": { "concept": "ifrs-full:DisclosureOfDeferredTaxesExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-423": { "value": "26 Deferred tax The change in corporation tax rate referred to in note 11 \u2018Taxation\u2019 has been enacted for the purposes of IAS 12 \u2018Income Taxes\u2019 (\u201cIAS 12\u201d) and therefore has been reflected in these consolidated financial statements based on the expected timing of the realisation of deferred tax. Deferred tax on investment property is calculated under IAS 12 provisions on a disposals basis by reference to the properties\u2019 original tax base cost. Properties that fall within the Group\u2019s qualifying REIT activities will be outside the charge to UK corporation tax subject to certain conditions being met. The Group\u2019s recognised deferred tax position on investment property as calculated under IAS 12 is nil at 31 December 2023 (2022: nil). A disposal of the Group\u2019s trading properties at their market value, before utilisation of carried forward losses, would result in a corporation tax charge to the Group of \u00a30.4 million (25 per cent of \u00a31.7 million).
Fair value of
Accelerated derivative Other Non-REIT
capital financial temporary group
allowances instruments differences losses Total
\u00a3m \u00a3m \u00a3m \u00a3m \u00a3m
Provided deferred tax provision:
At 31 December 2021
0.3
(0.1)
(1.6)
(4.7)
(6.1)
Recognised in income
\u2013
\u2013
1.3
4.7
6.0
Recognised directly in equity
\u2013
0.1
\u2013
\u2013
0.1
Adjustment in respect of rate change
0.1
\u2013
(0.1)
\u2013
\u2013
At 31 December 2022
0.4
\u2013
(0.4)
\u2013
\u2013
Recognised in income
0.1
0.9
0.4
(1.4)
\u2013
At 31 December 2023
0.5
0.9
\u2013
(1.4)
\u2013
Unrecognised deferred tax assets:
At 31 December 2021
\u2013
\u2013
\u2013
(17.4)
(17.4)
Income statement items
\u2013
\u2013
(0.3)
(6.8)
(7.1)
At 31 December 2022
\u2013
\u2013
(0.3)
(24.2)
(24.5)
Income statement items
\u2013
\u2013
(0.6)
2.8
2.2
At 31 December 2023
\u2013
\u2013
(0.9)
(21.4)
(22.3)
In accordance with the requirements of IAS 12, deferred tax assets are only recognised to the extent that the Group believes it is probable that future taxable profit will be available against which the deferred tax assets can be recovered. As at 31 December 2023, the Group has unrecognised deferred tax assets of \u00a322.3 million in relation to \u00a386.0 million of gross losses carried forward within its residual business and \u00a33.5 million of other deductible temporary differences.", "dimensions": { "concept": "ifrs-full:DisclosureOfTaxReceivablesAndPayablesExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-367": { "value": "
27 Share capital and share premium
Group and Company
Issue type
Issue Share Share
Transaction price Number capital premium
date (pence) of shares \u00a3m \u00a3m
At 1 January 2022
851,272,672
212.8
232.5
Reinstatement of void shares
November
113
1,468,393
0.4
\u2013
Share buyback
November
112
(1,468,393)
(0.4)
\u2013
Share-based payment
2
177,966
\u2013
\u2013
At 31 December 2022
851,450,638
212.8
232.5
Issued to satisfy employee share scheme awards
2
March
25
6,170,629
1.5
\u2013
Issued on completion of all-share merger
3
March
25
1,095,549,228
273.9
\u2013
At 31 December 2023
1,953,170,495
488.2
232.5
1
1. Nominal value of share capital of 25 pence per share.
2. On 2 March 2023, 6,170,629 (2022: 177,966) new shares were issued to satisfy employee share scheme awards.
3. On completion of the all-share merger on 6 March 2023, 1,095,549,228 new shares were issued (including 128,350,793 shares issued to a Shaftesbury Capital controlled
entity in respect of secured shares previously held as collateral for the exchangeable bonds). See note 13 \u2018Gain on bargain purchase\u2019 for further details.
", "dimensions": { "concept": "ifrs-full:DisclosureOfShareCapitalReservesAndOtherEquityInterestExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-404": { "value": "27 Share capital and share premium Group and Company Issue type
Issue Share Share
Transaction price Number capital premium
date (pence) of shares \u00a3m \u00a3m
At 1 January 2022
851,272,672
212.8
232.5
Reinstatement of void shares
November
113
1,468,393
0.4
\u2013
Share buyback
November
112
(1,468,393)
(0.4)
\u2013
Share-based payment
2
177,966
\u2013
\u2013
At 31 December 2022
851,450,638
212.8
232.5
Issued to satisfy employee share scheme awards
2
March
25
6,170,629
1.5
\u2013
Issued on completion of all-share merger
3
March
25
1,095,549,228
273.9
\u2013
At 31 December 2023
1,953,170,495
488.2
232.5
1 1. Nominal value of share capital of 25 pence per share. 2. On 2 March 2023, 6,170,629 (2022: 177,966) new shares were issued to satisfy employee share scheme awards. 3. On completion of the all-share merger on 6 March 2023, 1,095,549,228 new shares were issued (including 128,350,793 shares issued to a Shaftesbury Capital controlled entity in respect of secured shares previously held as collateral for the exchangeable bonds). See note 13 \u2018Gain on bargain purchase\u2019 for further details.", "dimensions": { "concept": "ifrs-full:DisclosureOfIssuedCapitalExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-368": { "value": "
28 Capital commitments
At 31 December 2023, the Group was contractually committed to \u00a324.8 million (31 December 2022: \u00a31.7 million) of future
expenditure for the purchase, construction, development and enhancement of investment property.
The Group\u2019s share of joint ventures and associates capital commitments arising on LSJV amounts to nil (2022: \u00a30.8 million)
and Longmartin amount to \u00a30.1 million.
29 Contingent liabilities
The Group has contingent liabilities in respect of legislation, sustainability targets, legal claims, guarantees and warranties arising
from the ordinary course of business. There are no contingent liabilities that require disclosure or recognition in the consolidated
financial statements.
", "dimensions": { "concept": "ifrs-full:DisclosureOfCommitmentsAndContingentLiabilitiesExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-405": { "value": "28 Capital commitments At 31 December 2023, the Group was contractually committed to \u00a324.8 million (31 December 2022: \u00a31.7 million) of future expenditure for the purchase, construction, development and enhancement of investment property. The Group\u2019s share of joint ventures and associates capital commitments arising on LSJV amounts to nil (2022: \u00a30.8 million) and Longmartin amount to \u00a30.1 million. ", "dimensions": { "concept": "ifrs-full:DisclosureOfCommitmentsExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-406": { "value": "29 Contingent liabilities The Group has contingent liabilities in respect of legislation, sustainability targets, legal claims, guarantees and warranties arising from the ordinary course of business. There are no contingent liabilities that require disclosure or recognition in the consolidated financial statements.", "dimensions": { "concept": "ifrs-full:DisclosureOfContingentLiabilitiesExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-424": { "value": "29 Contingent liabilities The Group has contingent liabilities in respect of legislation, sustainability targets, legal claims, guarantees and warranties arising from the ordinary course of business. There are no contingent liabilities that require disclosure or recognition in the consolidated financial statements.", "dimensions": { "concept": "ifrs-full:DisclosureOfOtherProvisionsContingentLiabilitiesAndContingentAssetsExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-369": { "value": "
30 Cash flow information
(a) Cash generated from operations
Note
2023 2022
\u00a3m \u00a3m
Profit/(loss) before tax
750.6
(205.8)
Adjustments:
Loss on revaluation and profit on sale of investment property
7
65.0
0.8
Gain on bargain purchase
13
(805.5)
\u2013
Change in value of investments and other receivables
8
12.5
7.9
Change in fair value of financial assets at fair value through profit or loss
17
(52.0)
239.5
Depreciation
6
0.4
0.2
Amortisation of tenant lease incentives and other direct costs
0.1
(2.6)
Provision for/(reversal of) expected credit loss
2.0
(1.6)
Profit from joint ventures and associates
16
(0.2)
\u2013
Share-based payment
32
7.9
2.4
Finance income
9
(15.6)
(2.6)
Other finance income
9
(4.1)
(3.5)
Finance costs
10
67.5
27.2
Other finance costs
10
31.3
6.5
Change in fair value of derivative financial instruments
18
11.3
(39.8)
Change in working capital:
Change in trade and other receivables
(27.1)
2.0
Change in trade and other payables
(14.3)
2.9
Cash generated from operations
29.8
33.5
(b) Reconciliation of cash flows from financing activities
The table below sets out the reconciliation of movements of liabilities to cash flows arising from financing activities:
Note
Derivative
liability \u2013 Total liabilities
Long-term Short-term exchangeable from financing
borrowings borrowings bond activities
\u00a3m \u00a3m \u00a3m \u00a3m
Balance at 1 January
738.4
\u2013
3.3
741.7
Cash flows from financing activities
Repayment of bank loans
22
(1,151.0)
\u2013
\u2013
(1,151.0)
Drawdown of revolving credit facility and secured loan
22
1,126.0
\u2013
\u2013
1,126.0
Total cash flows used in financing activities
(25.0)
\u2013
\u2013
(25.0)
Non-cash movements from financing activities
Debt acquired on completion of the merger
13
889.0
\u2013
\u2013
889.0
Reclassification from long term to short term at period end
22
(94.9)
94.9
\u2013
\u2013
Amortisation
27.3
\u2013
\u2013
27.3
Changes in fair value
18
\u2013
\u2013
3.9
3.9
Total non-cash flows from financing activities
821.4
94.9
3.9
920.2
Balance at 31 December
1,534.8
94.9
7.2
1,636.9
", "dimensions": { "concept": "ifrs-full:DisclosureOfCashFlowStatementExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-370": { "value": "
31 Related party transactions
(a) Transactions with Directors
Key management compensation
1
2023 2022
\u00a3m \u00a3m
Salaries and short-term employee benefits
5.3
4.7
Share-based payment
0.7
1.8
6.0
6.5
1. Key management comprises the Directors of the Company who have been determined to be the only individuals with authority and responsibility for planning, directing and
controlling the activities of the Company.
Share dealings
No Director had any dealings in the shares of any Group company between 31 December 2023 and 28 February 2024, being a
date not more than one month prior to the date of the notice convening the Annual General Meeting.
Other than as disclosed in these consolidated financial statements, no Director of the Company had a material interest in any contract
(other than service contracts), transaction or arrangement with any Group company during the year ended 31 December 2023.
(b) Transactions between the Group and its joint ventures and associates
Transactions during the year between the Group and its joint ventures, which are related parties, are disclosed in notes 16
\u2018Investment in joint ventures and associates\u2019, 19 \u2018Trade and other receivables\u2019 and 28 \u2018Capital commitments\u2019. During the year
the Group received management fees of \u00a30.1 million (2022: nil) that were charged on an arm\u2019s length basis.
Property purchased by Directors of the Company
A related party of the Group, Lillie Square GP Limited, entered into the following related party transactions as defined by IAS 24
\u2018Related Party Disclosures\u2019:
\u2013 Each of Henry Staunton, Chairman of Capco up to 6 March 2023, and Situl Jobanputra, Chief Financial Officer of Shaftesbury
Capital, either solely or together with family members, own apartments (and, where applicable, car park space) in the Lillie
Square development. The disclosures in respect of these purchases were included in previous financial statements.
\u2013 As owners of apartments and car park space in the Lillie Square development, the Directors are required to pay annual ground
rent and insurance premium fees and bi-annual service charge fees. During 2023, \u00a313,922.28 had been paid to a related party
of the Shaftesbury Capital Group, Lillie Square GP Limited, in relation to these charges. Certain payments in relation to these
charges were made in advance, equating to \u00a354.35. A further \u00a31,289 had been invoiced as at the date the Director retired
from the Company but was not yet due for payment.
The above transactions with Directors were conducted at fair and reasonable market price based upon similar comparable
transactions at that time. Where applicable, appropriate approval has been provided. Lillie Square GP Limited acts in the
capacity of general partner to Lillie Square LP, a joint venture between the Group and KFI.
", "dimensions": { "concept": "ifrs-full:DisclosureOfTransactionsBetweenRelatedPartiesExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-443": { "value": "31 Related party transactions (a) Transactions with Directors Key management compensation 1
2023 2022
\u00a3m \u00a3m
Salaries and short-term employee benefits
5.3
4.7
Share-based payment
0.7
1.8
6.0
6.5
1. Key management comprises the Directors of the Company who have been determined to be the only individuals with authority and responsibility for planning, directing and controlling the activities of the Company. Share dealings No Director had any dealings in the shares of any Group company between 31 December 2023 and 28 February 2024, being a date not more than one month prior to the date of the notice convening the Annual General Meeting. Other than as disclosed in these consolidated financial statements, no Director of the Company had a material interest in any contract (other than service contracts), transaction or arrangement with any Group company during the year ended 31 December 2023. (b) Transactions between the Group and its joint ventures and associates Transactions during the year between the Group and its joint ventures, which are related parties, are disclosed in notes 16 \u2018Investment in joint ventures and associates\u2019, 19 \u2018Trade and other receivables\u2019 and 28 \u2018Capital commitments\u2019. During the year the Group received management fees of \u00a30.1 million (2022: nil) that were charged on an arm\u2019s length basis. Property purchased by Directors of the Company A related party of the Group, Lillie Square GP Limited, entered into the following related party transactions as defined by IAS 24 \u2018Related Party Disclosures\u2019: \u2013 Each of Henry Staunton, Chairman of Capco up to 6 March 2023, and Situl Jobanputra, Chief Financial Officer of Shaftesbury Capital, either solely or together with family members, own apartments (and, where applicable, car park space) in the Lillie Square development. The disclosures in respect of these purchases were included in previous financial statements. \u2013 As owners of apartments and car park space in the Lillie Square development, the Directors are required to pay annual ground rent and insurance premium fees and bi-annual service charge fees. During 2023, \u00a313,922.28 had been paid to a related party of the Shaftesbury Capital Group, Lillie Square GP Limited, in relation to these charges. Certain payments in relation to these charges were made in advance, equating to \u00a354.35. A further \u00a31,289 had been invoiced as at the date the Director retired from the Company but was not yet due for payment. The above transactions with Directors were conducted at fair and reasonable market price based upon similar comparable transactions at that time. Where applicable, appropriate approval has been provided. Lillie Square GP Limited acts in the capacity of general partner to Lillie Square LP, a joint venture between the Group and KFI. 33 Related undertakings The Company\u2019s subsidiaries and other related undertakings at 31 December 2023 are listed below. All Group entities are included in the consolidated financial statements. Unless otherwise stated, the Company holds 100 per cent of the voting rights and beneficial interests in the shares of the subsidiaries listed below. The share capital of each of the companies, where applicable, comprises ordinary shares unless otherwise stated. Registered address: Regal House, 14 James Street, London, WC2E 8BU
Related undertakings
20 The Piazza Limited
Covent Garden Management Services Limited
1,2
20 The Piazza Management Limited
1
Floral Court Collection Management Limited
1
22 Southampton Street Limited
Floral Court Limited
22 Southampton Street Management Limited
1
Innova Investment Group Holdings GP Limited
1
34 Henrietta Street Limited
Innova Investment Group Holdings LP
34 Henrietta Street Management Company Limited
1
Innova Investment Group Holdings Nominee Limited
1
C & C Management Services Limited
2
Innova Investment Management Limited
1
C&C Properties UK Limited
2
Lillie Square Clubhouse Limited (50%)
1,4
Carnaby Estate Holdings Limited
1
Lillie Square Developments Limited (50%)
4
Carnaby Investments Limited
1
Lillie Square GP Limited (50%)
4
Carnaby Property Investments Limited
1
Lillie Square LP (50%)
4
Capco Covent Garden Limited
2
Lillie Square Management Limited (50%)
4
Capco Covent Garden Residential Limited
Lillie Square Nominee Limited (50%)
1,4
Capco Group Treasury Limited
2
Longmartin Investments Limited (50%)
4
Capco Investment London Limited
1,2
Longmartin Properties Limited (50%)
4
Capco Investment London 2 Limited
1,2
Shaftesbury AV Investment Limited
Capco Investment London (No.1) Limited
Shaftesbury AV Limited
Capco Investment London (No.2) Limited
Shaftesbury Carnaby PLC
Capco Investment London (No.3) Limited
Shaftesbury Charlotte Street Limited
1
Capco Investment London (No.4) Limited
Shaftesbury Chinatown PLC
Capco Investment London (No.5) Limited
Shaftesbury CL Investment Limited
Capco London Limited
1
Shaftesbury CL Limited
Capital & Counties CG Limited
Shaftesbury Covent Garden Limited
Capital & Counties CGP
Shaftesbury Covent Garden Property Investments Limited
1
Capital & Counties CG Nominee Limited
1
Shaftesbury Investments 2 Limited
1
Capital & Counties Limited
2,3
Shaftesbury Investments 4 Limited
1
CG Treasury Limited
1,2,5
Shaftesbury Investments 5 Limited
1
Charlotte Street Estate Holdings Limited
1
Shaftesbury Investments 6 Limited
1
Chinatown Estate Holdings Limited
1
Shaftesbury Investments 7 Limited
1
Chinatown London Limited
1
Shaftesbury Investments 8 Limited
1
Chinatown Property Investments Limited
1
Shaftesbury Investments 9 Limited
1
Covent Garden Estate Holdings Limited
1
Shaftesbury Investments 10 Limited
1
Covent Garden (43 Management) Limited
1
Shaftesbury PLC
2
Covent Garden (49 Wellington Street) Limited
Shaftesbury Soho Limited
Covent Garden Group Holdings Limited
Shaftesbury West End Limited
1
Covent Garden Holdings (No.1) Limited
1
St Martin\u2019s Courtyard Limited (50%)
1, 4
Covent Garden Holdings (No.2) Limited
1
1. Dormant entity. 2. Direct undertakings of the Company. 3. Ordinary and non-voting deferred shares. 4. Equity accounted joint ventures and associates. 5. With effect from 20 January 2024, the company changed its name to Covent Garden Holdings (No.3) Limited and ceased to be a direct undertaking of the Company. Registered address: C/O Shepherd and Wedderburn LLP, 9 Haymarket Square, Edinburgh, Scotland, EH3 8FY
Related undertakings
Capco Investment London (No.6) Limited
1,2
Capco Investment London (No.7) Scottish Limited Partnership
2
1. Direct undertaking of the Company. 2. Dormant entity. Registered address: 27 Esplanade, St Helier, Jersey, JE1 1SG
Related undertakings
Capital & Counties Properties (Jersey) 3 Limited
1,2
Capvestco Limited
1,2
Capvestco 2 Limited
1,2
Innova Investment Group Holdings LP Limited
2
Capvestco 3 Limited
1,2
Innova Investment Holdings Limited
2
Capvestco 3 Holdings Limited
2
Lillie Square LP Limited
Capvestco Earls Court Limited
2
1. Direct undertakings of the Company. 2. Dormant entity. ", "dimensions": { "concept": "ifrs-full:DisclosureOfRelatedPartyExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-425": { "value": "(a) Transactions with Directors Key management compensation 1
2023 2022
\u00a3m \u00a3m
Salaries and short-term employee benefits
5.3
4.7
Share-based payment
0.7
1.8
6.0
6.5
1. Key management comprises the Directors of the Company who have been determined to be the only individuals with authority and responsibility for planning, directing and controlling the activities of the Company. Share dealings No Director had any dealings in the shares of any Group company between 31 December 2023 and 28 February 2024, being a date not more than one month prior to the date of the notice convening the Annual General Meeting. Other than as disclosed in these consolidated financial statements, no Director of the Company had a material interest in any contract (other than service contracts), transaction or arrangement with any Group company during the year ended 31 December 2023. (b) Transactions between the Group and its joint ventures and associates Transactions during the year between the Group and its joint ventures, which are related parties, are disclosed in notes 16 \u2018Investment in joint ventures and associates\u2019, 19 \u2018Trade and other receivables\u2019 and 28 \u2018Capital commitments\u2019. During the year the Group received management fees of \u00a30.1 million (2022: nil) that were charged on an arm\u2019s length basis. Property purchased by Directors of the Company A related party of the Group, Lillie Square GP Limited, entered into the following related party transactions as defined by IAS 24 \u2018Related Party Disclosures\u2019: \u2013 Each of Henry Staunton, Chairman of Capco up to 6 March 2023, and Situl Jobanputra, Chief Financial Officer of Shaftesbury Capital, either solely or together with family members, own apartments (and, where applicable, car park space) in the Lillie Square development. The disclosures in respect of these purchases were included in previous financial statements. \u2013 As owners of apartments and car park space in the Lillie Square development, the Directors are required to pay annual ground rent and insurance premium fees and bi-annual service charge fees. During 2023, \u00a313,922.28 had been paid to a related party of the Shaftesbury Capital Group, Lillie Square GP Limited, in relation to these charges. Certain payments in relation to these charges were made in advance, equating to \u00a354.35. A further \u00a31,289 had been invoiced as at the date the Director retired from the Company but was not yet due for payment. The above transactions with Directors were conducted at fair and reasonable market price based upon similar comparable transactions at that time. Where applicable, appropriate approval has been provided. Lillie Square GP Limited acts in the capacity of general partner to Lillie Square LP, a joint venture between the Group and KFI. ", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutKeyManagementPersonnelExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-371": { "value": "
32 Share-based payments
The Group operates a number of share-based payment schemes relating to employee benefits and incentives. All schemes are equity
settled with the increase in equity measured by reference to the fair value of the Group\u2019s equity instruments at the grant date of the
share awards. The corresponding expense is recognised on a straight-line basis over the vesting period based on Group estimates
of the number of shares that are expected to vest. The total expense recognised in the consolidated income statement in respect of
share-based payments for 2023 was \u00a37.9 million (2022: \u00a32.3 million) of which \u00a36.8 million has been included in non-underlying merger
related transaction costs as it relates to the vesting of the 2020, 2021 and 2022 share options on completion of the all-share merger.
All options have a vesting period of three years and a maximum contractual life of 10 years. The fair value of share awards is
determined by the market price of the shares at the grant date.
Full details of the performance criteria, vesting outcomes and any additional holding periods for the performance share plan
are set out within the Directors\u2019 remuneration report on pages 127 to 152.
1. Performance share plan
Market value and nil cost options to subscribe for ordinary shares and conditional awards of free shares may be awarded under
the Performance Share Plan (\u201cPSP\u201d). The Company may make a proportion of awards as HMRC approved market value options.
Share options outstanding at 31 December 2023 has an exercise price of nil and a weighted average remaining contractual life of
six years and are exercisable between 2026 and 2033.
(a) Market value option awards
2023
2022
Weighted Weighted
Number average Number average
of market exercise of market exercise
value price value price
options (pence) options (pence)
Outstanding at 1 January
408,234
691,022
216.5
Awarded during the year
\u2013
\u2013
183,587
164.9
Forfeited/lapsed during the year
(408,234)
\u2013
(466,375)
(234.4)
Exercised during the year
\u2013
\u2013
\u2013
\u2013
Outstanding at 31 December
\u2013
\u2013
408,234
172.9
(b) Nil cost option awards
Number of nil cost options
2023
2022
Outstanding at 1 January
8,382,021
6,933,460
Awarded during the year
7,409,650
3,094,396
Forfeited/lapsed during the year
(4,543,139)
(1,469,432)
Exercised during the year
1
(4,771,818)
(176,403)
Outstanding at 31 December
6,476,714
8,382,021
Exercisable at 31 December
\u2013
87,275
1. The weighted average share price at the date of exercise was 124.50 pence (2022: 102.8 pence).
(c) Deferred share awards
Number of deferred
share awards
2023
2022
Outstanding at 1 January
2,629,395
2,147,386
Awarded during the year
3,571,056
1,148,190
Forfeited/lapsed during the year
(1,571,493)
(664,618)
Exercised during the year
1
(1,398,811)
(1,563)
Outstanding at 31 December
3,230,147
2,629,395
Exercisable at 31 December
\u2013
\u2013
1. The weighted average share price at the date of exercise was 124.50 pence (2022: 169.7 pence).
2. Fair value of share-based payment
The fair value of share awards is calculated using the Black-Scholes option pricing model for the half that is subject to the total
return performance condition and using the stochastic pricing model for the half that is subject to the total shareholder return
performance condition. Inputs to the models for share awards during the year are as follows:
Year of share award
2023
Closing share price at grant date
113p
Exercise price
0p \u2013 113p
Expected option life
3 \u2013 5 years
Risk-free rate
3.25%
Expected volatility
30.16 \u2013 37.04%
Expected dividend yield
0%
Fair value per option
73p \u2013 113.0p
", "dimensions": { "concept": "ifrs-full:DisclosureOfSharebasedPaymentArrangementsExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-407": { "value": "(a) Market value option awards
2023
2022
Weighted Weighted
Number average Number average
of market exercise of market exercise
value price value price
options (pence) options (pence)
Outstanding at 1 January
408,234
691,022
216.5
Awarded during the year
\u2013
\u2013
183,587
164.9
Forfeited/lapsed during the year
(408,234)
\u2013
(466,375)
(234.4)
Exercised during the year
\u2013
\u2013
\u2013
\u2013
Outstanding at 31 December
\u2013
\u2013
408,234
172.9
", "dimensions": { "concept": "ifrs-full:DisclosureOfNumberAndWeightedAverageExercisePricesOfShareOptionsExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-372": { "value": "
33 Related undertakings
The Company\u2019s subsidiaries and other related undertakings at 31 December 2023 are listed below. All Group entities are included
in the consolidated financial statements.
Unless otherwise stated, the Company holds 100 per cent of the voting rights and beneficial interests in the shares of the subsidiaries
listed below. The share capital of each of the companies, where applicable, comprises ordinary shares unless otherwise stated.
Registered address: Regal House, 14 James Street, London, WC2E 8BU
Related undertakings
20 The Piazza Limited
Covent Garden Management Services Limited
1,2
20 The Piazza Management Limited
1
Floral Court Collection Management Limited
1
22 Southampton Street Limited
Floral Court Limited
22 Southampton Street Management Limited
1
Innova Investment Group Holdings GP Limited
1
34 Henrietta Street Limited
Innova Investment Group Holdings LP
34 Henrietta Street Management Company Limited
1
Innova Investment Group Holdings Nominee Limited
1
C & C Management Services Limited
2
Innova Investment Management Limited
1
C&C Properties UK Limited
2
Lillie Square Clubhouse Limited (50%)
1,4
Carnaby Estate Holdings Limited
1
Lillie Square Developments Limited (50%)
4
Carnaby Investments Limited
1
Lillie Square GP Limited (50%)
4
Carnaby Property Investments Limited
1
Lillie Square LP (50%)
4
Capco Covent Garden Limited
2
Lillie Square Management Limited (50%)
4
Capco Covent Garden Residential Limited
Lillie Square Nominee Limited (50%)
1,4
Capco Group Treasury Limited
2
Longmartin Investments Limited (50%)
4
Capco Investment London Limited
1,2
Longmartin Properties Limited (50%)
4
Capco Investment London 2 Limited
1,2
Shaftesbury AV Investment Limited
Capco Investment London (No.1) Limited
Shaftesbury AV Limited
Capco Investment London (No.2) Limited
Shaftesbury Carnaby PLC
Capco Investment London (No.3) Limited
Shaftesbury Charlotte Street Limited
1
Capco Investment London (No.4) Limited
Shaftesbury Chinatown PLC
Capco Investment London (No.5) Limited
Shaftesbury CL Investment Limited
Capco London Limited
1
Shaftesbury CL Limited
Capital & Counties CG Limited
Shaftesbury Covent Garden Limited
Capital & Counties CGP
Shaftesbury Covent Garden Property Investments Limited
1
Capital & Counties CG Nominee Limited
1
Shaftesbury Investments 2 Limited
1
Capital & Counties Limited
2,3
Shaftesbury Investments 4 Limited
1
CG Treasury Limited
1,2,5
Shaftesbury Investments 5 Limited
1
Charlotte Street Estate Holdings Limited
1
Shaftesbury Investments 6 Limited
1
Chinatown Estate Holdings Limited
1
Shaftesbury Investments 7 Limited
1
Chinatown London Limited
1
Shaftesbury Investments 8 Limited
1
Chinatown Property Investments Limited
1
Shaftesbury Investments 9 Limited
1
Covent Garden Estate Holdings Limited
1
Shaftesbury Investments 10 Limited
1
Covent Garden (43 Management) Limited
1
Shaftesbury PLC
2
Covent Garden (49 Wellington Street) Limited
Shaftesbury Soho Limited
Covent Garden Group Holdings Limited
Shaftesbury West End Limited
1
Covent Garden Holdings (No.1) Limited
1
St Martin\u2019s Courtyard Limited (50%)
1, 4
Covent Garden Holdings (No.2) Limited
1
1. Dormant entity.
2. Direct undertakings of the Company.
3. Ordinary and non-voting deferred shares.
4. Equity accounted joint ventures and associates.
5. With effect from 20 January 2024, the company changed its name to Covent Garden Holdings (No.3) Limited and ceased to be a direct undertaking of the Company.
Registered address: C/O Shepherd and Wedderburn LLP, 9 Haymarket Square, Edinburgh, Scotland, EH3 8FY
Related undertakings
Capco Investment London (No.6) Limited
1,2
Capco Investment London (No.7) Scottish Limited Partnership
2
1. Direct undertaking of the Company.
2. Dormant entity.
Registered address: 27 Esplanade, St Helier, Jersey, JE1 1SG
Related undertakings
Capital & Counties Properties (Jersey) 3 Limited
1,2
Capvestco Limited
1,2
Capvestco 2 Limited
1,2
Innova Investment Group Holdings LP Limited
2
Capvestco 3 Limited
1,2
Innova Investment Holdings Limited
2
Capvestco 3 Holdings Limited
2
Lillie Square LP Limited
Capvestco Earls Court Limited
2
1. Direct undertakings of the Company.
2. Dormant entity.
", "dimensions": { "concept": "ifrs-full:DisclosureOfSignificantInvestmentsInSubsidiariesExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-438": { "value": "33 Related undertakings The Company\u2019s subsidiaries and other related undertakings at 31 December 2023 are listed below. All Group entities are included in the consolidated financial statements. Unless otherwise stated, the Company holds 100 per cent of the voting rights and beneficial interests in the shares of the subsidiaries listed below. The share capital of each of the companies, where applicable, comprises ordinary shares unless otherwise stated. Registered address: Regal House, 14 James Street, London, WC2E 8BU
Related undertakings
20 The Piazza Limited
Covent Garden Management Services Limited
1,2
20 The Piazza Management Limited
1
Floral Court Collection Management Limited
1
22 Southampton Street Limited
Floral Court Limited
22 Southampton Street Management Limited
1
Innova Investment Group Holdings GP Limited
1
34 Henrietta Street Limited
Innova Investment Group Holdings LP
34 Henrietta Street Management Company Limited
1
Innova Investment Group Holdings Nominee Limited
1
C & C Management Services Limited
2
Innova Investment Management Limited
1
C&C Properties UK Limited
2
Lillie Square Clubhouse Limited (50%)
1,4
Carnaby Estate Holdings Limited
1
Lillie Square Developments Limited (50%)
4
Carnaby Investments Limited
1
Lillie Square GP Limited (50%)
4
Carnaby Property Investments Limited
1
Lillie Square LP (50%)
4
Capco Covent Garden Limited
2
Lillie Square Management Limited (50%)
4
Capco Covent Garden Residential Limited
Lillie Square Nominee Limited (50%)
1,4
Capco Group Treasury Limited
2
Longmartin Investments Limited (50%)
4
Capco Investment London Limited
1,2
Longmartin Properties Limited (50%)
4
Capco Investment London 2 Limited
1,2
Shaftesbury AV Investment Limited
Capco Investment London (No.1) Limited
Shaftesbury AV Limited
Capco Investment London (No.2) Limited
Shaftesbury Carnaby PLC
Capco Investment London (No.3) Limited
Shaftesbury Charlotte Street Limited
1
Capco Investment London (No.4) Limited
Shaftesbury Chinatown PLC
Capco Investment London (No.5) Limited
Shaftesbury CL Investment Limited
Capco London Limited
1
Shaftesbury CL Limited
Capital & Counties CG Limited
Shaftesbury Covent Garden Limited
Capital & Counties CGP
Shaftesbury Covent Garden Property Investments Limited
1
Capital & Counties CG Nominee Limited
1
Shaftesbury Investments 2 Limited
1
Capital & Counties Limited
2,3
Shaftesbury Investments 4 Limited
1
CG Treasury Limited
1,2,5
Shaftesbury Investments 5 Limited
1
Charlotte Street Estate Holdings Limited
1
Shaftesbury Investments 6 Limited
1
Chinatown Estate Holdings Limited
1
Shaftesbury Investments 7 Limited
1
Chinatown London Limited
1
Shaftesbury Investments 8 Limited
1
Chinatown Property Investments Limited
1
Shaftesbury Investments 9 Limited
1
Covent Garden Estate Holdings Limited
1
Shaftesbury Investments 10 Limited
1
Covent Garden (43 Management) Limited
1
Shaftesbury PLC
2
Covent Garden (49 Wellington Street) Limited
Shaftesbury Soho Limited
Covent Garden Group Holdings Limited
Shaftesbury West End Limited
1
Covent Garden Holdings (No.1) Limited
1
St Martin\u2019s Courtyard Limited (50%)
1, 4
Covent Garden Holdings (No.2) Limited
1
1. Dormant entity. 2. Direct undertakings of the Company. 3. Ordinary and non-voting deferred shares. 4. Equity accounted joint ventures and associates. 5. With effect from 20 January 2024, the company changed its name to Covent Garden Holdings (No.3) Limited and ceased to be a direct undertaking of the Company. Registered address: C/O Shepherd and Wedderburn LLP, 9 Haymarket Square, Edinburgh, Scotland, EH3 8FY
Related undertakings
Capco Investment London (No.6) Limited
1,2
Capco Investment London (No.7) Scottish Limited Partnership
2
1. Direct undertaking of the Company. 2. Dormant entity. Registered address: 27 Esplanade, St Helier, Jersey, JE1 1SG
Related undertakings
Capital & Counties Properties (Jersey) 3 Limited
1,2
Capvestco Limited
1,2
Capvestco 2 Limited
1,2
Innova Investment Group Holdings LP Limited
2
Capvestco 3 Limited
1,2
Innova Investment Holdings Limited
2
Capvestco 3 Holdings Limited
2
Lillie Square LP Limited
Capvestco Earls Court Limited
2
1. Direct undertakings of the Company. 2. Dormant entity.", "dimensions": { "concept": "ifrs-full:DisclosureOfCompositionOfGroupExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } }, "fact-373": { "value": "
34 Events after the reporting date
In January 2024 the Group disposed of an investment property for gross proceeds of \u00a356.5 million. The proceeds, together with
Group cash, were used to pay down the revolving credit element (\u00a3150 million) of the \u00a3350 million unsecured loan.
", "dimensions": { "concept": "ifrs-full:DisclosureOfEventsAfterReportingPeriodExplanatory", "language": "en", "entity": "scheme:549300TTXXZ1SHUI0D54", "period": "2023-01-01T00:00:00/2024-01-01T00:00:00" } } } }