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VALUE AND INDEXED PROPERTY INCOME TRUST PLC – VIP
ANNUAL REPORT AND ACCOUNTS 2022
LONG, STRONG, INDEXED PROPERTY INCOME
Value and Indexed Property Income Trust PLC (VIP) is an investment trust company
listed on the London Stock Exchange. It now invests mainly in direct UK commercial
property, with under 15% in UK property-backed securities, to deliver secure,
long-term, index-related income. Its performance benchmark changed on 1 April
2021 from the FTSE All Share Index to the MSCI UK Quarterly Property Index.
£1,000 invested in Value and Income Trust PLC, now VIP, when OLIM took
over as Managers in 1986 had grown, with dividends reinvested, to £27,395 at
end March 2022. The total return was 9.6% p.a., against 5.3% p.a. for the FTSE
All Share Index, where £1,000 would have grown to £6,546.
VIP’s dividend per share has grown every year and risen by 908% over the
35 years, against the Retail Price Index rise of 222%. The medium term dividend
policy is for increases at least in line with inflation, underpinned by VIP’s index-
related property income.
The VIP Property portfolio delivered a total return of 20.2% over the year
against 19.6% for the MSCI UK Quarterly Property Index, the main benchmark
for commercial property performance.
VIP Property Portfolio Performance Record Over
35 Years TO 31 MARCH 2022
Real Return
RPI
MSCI UK Quarterly Index
VIP Property
Total Annualised Returns
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
35 years
20 years
10 years
5 years
3 years
1 year
20.2%
9.5%
9.5%
6.7%
5.7%
3.6%
9.9%
8.3%
10.3%
8.7%
12.2%
8.5%
8.0%
6.4%
4.3%
3.0%
3.2%
3.4%
4.9%
6.6%
6.9%
19.6%
10.3%
9.0%
Sector Weightings Since 2012
SECTOR
MARCH 2012
MARCH 2014
MARCH 2020
MARCH 2021
MARCH 2022
Offices
0%
0%
0%
0%
0%
Shops and Retail Warehouses
49%
39%
0%
0%
0%
Supermarkets
0%
5%
2%
16%
27%
Pubs & Restaurants
13%
17%
32%
24%
13%
Leisure
10%
11%
12%
8%
11%
Industrial
8%
8%
32%
35%
33%
Roadside
16%
16%
6%
3%
7%
Other
4%
4%
16%
14%
9%
Total
100%
100%
100%
100%
100%
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
1
Contents
Financial Calendar
29 October 2021
First quarterly dividend of 3.0p per share for the year ended 31 March 2022
12 November 2021
Announcement of Half-Yearly Financial Report for the six months to 30 September 2021
28 January 2022
Second quarterly dividend of 3.0p per share for the year ended 31 March 2022
29 April 2022
Third quarterly dividend of 3.0p per share for the year ended 31 March 2022
10 June 2022
Announcement of Annual Financial Report for the year ended 31 March 2022
8 July 2022
Annual General Meeting, Edinburgh (12.30pm)
29 July 2022
Final dividend of 3.6p per share payable for the year ended 31 March 2022
28 October 2022
First quarterly dividend payable for the year ending 31 March 2023
November 2022
Announcement of Half-Yearly Financial Report for the six months ending 30 September 2022
27 January 2023
Second quarterly dividend payable for the year ending 31 March 2023
Strategic Report
Chairman’s Statement
2
Property Manager’s Report
4
Equity Manager’s Report
23
Business Review
25
Governance
Directors’ Details
35
Directors’ Report
36
Directors’ Remuneration Report
43
Statement of Corporate Governance
46
Statement of Directors’ Responsibilities
52
Report of the Audit and Management Engagement Committee
54
Independent Auditor’s Report
58
Financial Statements
Group Statement of Comprehensive Income
66
Company Statement of Comprehensive Income
67
Group Statement of Financial Position
68
Company Statement of Financial Position
69
Group Statement of Cashflows
70
Company Statement of Cashflows
71
Statement of Changes in Equity
72
Notes to the Financial Statements
73
Additional Information
Alternative Investment Fund Managers Directive
96
How to Invest in Value and Indexed Property Income Trust PLC
98
Unsolicited Offers for Shares (Boiler Room Scams)
99
Glossary
100
Notice of Annual General Meeting
101
Contact Information
107
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
2
Chairman’s Statement
You will see from the Manager’s Report that
VIP has been successful in continuing with its
plan, that I wrote about last year, to establish
a portfolio of properties on long leases with
inflation linked rent reviews. This has involved
greater investment activity than usual, but
the re-arrangement of our portfolio has now
broadly been completed. Since VIP’s year end,
we have borrowed an additional £8 million
from an existing lender. The net decrease
in cash is due to the purchase of additional
properties, in line with the Company’s
investment policy.
Many of the Company’s index-linked leases
provide for maximum and minimum increases
at future rent review, often described as ‘caps
and collars’. The details of these are shown
in Note 9 to the Financial Statements on
pages 82 to 84. The Financial Statements
have been prepared under IFRS (International
Financial Reporting Standards) and IFRS 16
requires that these minimum rent increases,
which may arise only many years in the
future, are averaged over the whole life of the
lease. As detailed in Note 10 to the Financial
Statements on page 84, an increase in amounts
due from brokers this year has arisen due
to the sale of an investment in the quoted
portfolio which straddled the year end and the
cash was received in full two days later.
The Board is recommending a final dividend
of 3.6p per share making total dividends of
12.6p per share for the year to 31 March
2022, compared to 12.3p per share in the
previous year, an increase of 2.4%. Subject to
Shareholder approval at the Annual General
Meeting (AGM), the final dividend will be
paid on 29 July 2022 to Shareholders on
the register on 1 July 2022. The ex-dividend
date is 30 June 2022. It will be the 35
th
year of dividend increases following the
reconstruction of the Company. In the short
term this will require some use of our capital
reserves.
In the medium term, however, the
Board will aim to ensure that the dividend is
paid from rents and dividends received (after
interest costs and management expenses) and
that the indexed leases permit future increases
in line with inflation.
Net Asset Value total return (with debt at par)
and Share Price total return are considered
by the Board to be Alternative Performance
Measures (APMs) as explained further in
the Business Review on pages 31 to 32 and
defined in the Glossary on page 100. Over
the year, the Net Asset Value total return
(with debt at par) was 15.6% (2021: 12.3%)
and the Share Price total return was 15.8%
(2021: 39.3%). This compares with the
FTSE All-Share Index total return of 13.0%
(2021: 26.7%). The total return from the
property portfolio was 20.2% (2021: 2.3%)
(the MSCI UK Quarterly Property Index
total returns were 19.6% (2021: 0.9%)) and
from the equity portfolio was 24.1% (2021:
26.6%). From 1 April 2021, our performance
comparator was changed from the FTSE
All-Share Index to the MSCI UK Quarterly
Property Index to reflect the change in our
investment policy.
As provided in the Circular issued to
Shareholders in December 2020, there will be an
opportunity in the future for Shareholders who
wish to sell their shares to do so at Net Asset
Value less costs. The Board’s intention is to table
a proposal at the AGM to be held in 2026.
As noted in previous statements, the difference
between the fair value and the nominal value
of our Debenture Stock and our secured loans
is reducing over the life of the Debenture,
which would be repaid at its nominal (par)
value. The figures are set out in Note 17 to the
Financial Statements on pages 87 and 88. We
announced on 24 May 2022 that we intend to
repay this Debenture early to reduce interest
costs and provide greater flexibility in the
management of our portfolio.
This years’ AGM will be held in the offices
of Shepherd & Wedderburn LLP, 1 Exchange
Crescent, Conference Square, Edinburgh
EH3 8UL on Friday, 8 July 2022 at 12.30pm.
The Notice of Annual General Meeting
can be found on pages 101 to 106 of this
Annual Report. The Board encourages
Shareholders to vote using the Proxy Form,
which can be submitted to Computershare, the
Company’s Registrar. Proxy Forms should be
completed and returned in accordance with
Chairman’s Statement
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
3
the instructions thereon and the latest time
for the receipt of Proxy Forms is 12.30pm
on Wednesday, 6 July 2022. Proxy votes
can also be submitted by CREST or online
using the Registrar’s Share Portal Service at
www.investorcentre.co.uk/eproxy
.
I announced last year that I intended to retire
during the course of 2022 and, accordingly,
I shall be retiring after the AGM and John
Kay will become Chairman. Over the years,
I have appreciated greatly the support of
my colleagues on the Board, and also the
professionalism and attention to detail of our
Managers and Secretaries.
The outlook for markets is dominated at
present by the major uncertainties of inflation
and Ukraine. However, property with long
term, inflation-related leases offers good value
in these circumstances.
Contracted % of Indexed Income
39%
2013
2017
2019
52%
79%
2020
2021
2022
86%
91%
96%
James Ferguson
Chairman
10 June 2022
Summary of Portfolio
31 March 2022
31 March 2021
£m
%
£m
%
UK Property
155.8
83.0
81.1
46.2
UK Equities
26.9
14.3
28.6
16.3
Cash
5.2
2.7
66.0
37.5
187.9
100.0
175.7
100.0
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
4
Property Manager’s Report
Matthew Oakeshott and Louise Cleary
Uk Commercial
Property – Average
Annual % Growth Rates
To March 2022
3 Months
6 Months1 Year 3 Years 5 Years 10 Years
Capital Values
+14.8
+17.9 +14.9
+1.9
+2.2
+3.3
Rental Values
+4.6
+4.6
+3.1
-0.3
+0.3
+1.2
Total Returns
+18.8
+22.2 +19.6
+6.4
+6.7
+8.3
Source: MSCI UK Quarterly Property Index – Annualised
These returns to the end of March are higher than
the calendar year figures quoted above because
capital value growth accelerated through 2021
after a dull first quarter.
Property Portfolio
The Market
The MSCI UK Quarterly Property Index, the
most representative measure of the performance
of institutional investment property portfolios,
showed a total return of 16.3% over 2021, with
capital growth of 11.5%. Estimated rental values
were up overall by 1.8%, with retail 3% down
on average, offices and alternatives virtually
level and industrial property up 9%. Differential
movements in capital values were more dramatic,
with industrial property up by no less than 31%,
retail and alternative sector properties up on
average by 3%-4% and offices flat. For 2021 as
a whole, total returns, taking capital and income
together, for industrial/warehouse property
averaged 36%, with retail and alternatives
averaging 8%-10% and offices only 5%. 2021
was the first year since 2009 when retail property
in the UK outperformed offices. There will be
many more as the office sector remains locked in
long term structural decline.
Total returns will be lower but still satisfactory
over 2022 as a whole. They may be around
12% overall, with returns for industrials, retail
and the alternative sectors all in the early teens
but offices only around 5% with capital values
flat, rents under pressure and voids through the
roof. Property’s real returns will be far lower,
with the RPI already up 9% year on year. It
will stay higher for longer than the Bank of
England or the market expects. Stagflation is
here to stay for at least as long as the war in
Ukraine drags on.
Comparative Investment Yields – End December
(Except end March 2022)
March
2022
2021
2020
2019
2017
2011
2008
2006
Property
(Equivalent Yield)
5.0
5.1
5.8
5.6
5.6
6.9
8.3
5.4
Long Gilts:
Conventional
1.6
1.0
0.2
1.0
1.4
2.5
3.7
4.6
Index Linked
-2.2
-2.6
-2.6
-2.0
-1.8
-0.2
0.8
1.1
UK Equities
3.1
3.1
3.4
4.1
3.6
3.5
4.5
2.9
RPI (Annual Rate) *
9.0
7.1
0.9
2.2
4.1
4.8
0.9
4.4
Yield Gaps:
Property less Conventional Gilts
3.4
4.1
5.6
4.6
4.2
4.4
4.6
0.8
less Index Linked Gilts
7.2
7.7
8.4
7.6
7.4
7.1
7.5
4.4
less Equities
1.9
2.0
2.4
1.5
2.0
3.4
3.8
2.5
Source: MSCI UK Quarterly Property Index and ONS for the RPI (*to December except March 2022)
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
5
Property Manager’s Report
Property transaction volumes and market
liquidity improved markedly through
2021 with an estimated total turnover of
£65 billion, higher than in 2019 pre-pandemic
and above the long term averages. This trend
has continued so far in 2022. Industrial
property volumes were strongest but activity
increased in previously quiet sectors,
especially leisure, hotels and retail, with
relentless demand for retail warehouses
and supermarkets supplemented recently by
buyers of in town retail at high yields. Prime,
especially long-let offices were active but the
market for older secondary offices is getting
worse, with some now virtually unlettable
and unsaleable where they do not meet
environmental standards. There is a growing
“brown discount” for properties in all sectors
with non-compliant Energy Performance
Certificates (EPCs).
Property void rates rose from 8.2% at the
start of the pandemic in March 2020 to a
peak of 10.2% in June 2021 and remain high
at around 10%. As the table below shows,
industrial and retail void rates have fallen
markedly from their COVID peaks, but office
voids shot up from 13.1% in March 2020 to
19.4% now, well above the previous record
high of 14.8% for office voids in 2013.
0.0
2.0
4.0
6.0
8.0
10.0
12.0
14.0
16.0
18.0
20.0
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
MSCI Monthly Index
Vacancy Rates %
All Property Types
Retail
Office
Industrial
During the COVID crisis, the Government,
under political and tenant pressure, repeatedly
suspended landlords’ traditional tools for
enforcing rent collection – eviction orders,
use of Commercial Rent Arrears Recovery
(CRAR) bailiffs and statutory demands
for winding up. They have also introduced
a fiendishly complicated legal arbitration
procedure for rent arrears run up during
COVID. This will be a bonanza for lawyers
and no real help for landlords and tenants
who should have done a deal long ago.
Apart from that, landlords are able again to
use their normal strong powers to enforce
prompt payment of rent from commercial
property tenants, including the use of
bailiffs where necessary. With all properties
throughout the UK now able to open again
and trade normally, there is no longer any
excuse for strong tenants not to pay their rent
promptly and in full; rent collection rates
should, therefore, now be back to normal
on all professionally managed institutional
property portfolios.
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
6
Property Manager’s Report
Property Prospects by
Sector
Warehouse/Industrials –
an Overheated Market –
Yields have Fallen Far
Enough
Warehouse and industrial property delivered
most of commercial property’s total capital
growth in 2021 for the right reasons, with
voracious demand, mainly from food and
online retailers, driving up rents right across
the UK for both “big box” warehouses near
motorways and smaller units on estates nearer
city centres. Valuation yields were forced
down to reflect improving rental growth
prospects, and the outlook for rental growth
remains good, vacancy rates for both “big
box” units and traditional industrial estates
are very low (and now negligible in parts of
the South East, Midlands and East Anglia).
Driven by the explosion of online retailing,
2021 saw the second highest ever take up of
logistics “big boxes” at 34.1 million square
feet, only slightly below the exceptional
performance in 2020 at 35.8 million square
feet and 71% above 2019. 2022 will be
slower.
Over £18 billion was invested across the
industrial/warehouse sector in 2021, nearly
double the 2020 transaction volume and
over 60% above the previous highest annual
level recorded in 2017. But the industrial
property investment market is now running
white hot, too hot in our view, with yields
bid down to unsustainably low levels by
panic buyers, who are having to make wholly
unrealistic rental growth projections to justify
the prices they are paying. Sellers are hard to
find. Rapidly rising interest rates and other
economic pressures have started to cool this
overheated market. The latest UK figures
showed online non-food retail sales down to
39% of the total, against 63% a year ago.
Amazon recorded its first quarterly loss since
2015 at the end of April, the share price fell
16% instantly and has fallen 26% to date.
The share prices of the larger property REITS
focusing on large warehouses followed suit
with Segro -25% and Tritax Big Box -22%.
Rapidly rising costs and supply chain
problems, together with a weakening economy
and consumer confidence, are already putting
pressure on the strong occupiers and may
affect some weaker occupiers more acutely
this year, although industrial property values
will still be supported by the conversion of
older and lower value sites to residential
and other alternative uses, especially in
southern England. Well-located industrial and
warehouse property in all sizes from logistics
“big boxes” on motorway junctions to “last
mile” urban sheds and estates of smaller
units should still outperform offices and
probably the property market as a whole for
the rest of the year. But risks are rising and
selling opportunities should be taken where
valuation yields have fallen too far to generate
satisfactory long-term returns.
Offices – Locked in Long
Term Relative Decline –
the Way we Work has
Changed for Good
Offices have taken over the performance
wooden spoon from retail for the first time
in twelve years and may hold it for the
foreseeable future. Investors’ long overdue
focus on ESG is hitting office values harder
than on most other sectors, because so many
older office buildings, in London in particular,
simply cannot be updated to suitable standards
at realistic cost. Occasional headline-grabbing
investment or letting deals for the very best
space are just a sign of a flight from quantity
to quality, with tenants usually downsizing at
the same time, giving owners of their old space
a hospital pass. There is still some demand for
high quality city centre offices, but for more
limited space for meeting, training and prestige
purposes.
Mid and back-office work is now being
done far more from home, or partly at low
cost non-city centre locations. Unnecessary
offices are one cost that businesses can now
cut, with break clauses exercised in most
cases and tenants demanding considerable
capital expenditure from landlords to renew
leases, even in part. Functional obsolescence
and depreciation will, therefore, need to be
factored more specifically into most office
valuations, keeping capital values under
continuing downward pressure to reflect lower
effective net rents and greater re-letting risk, as
valuers start to reflect this risk properly.
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
7
Property Manager’s Report
The public sector, the largest UK office tenant,
has clearly now adopted a long-term hybrid
working model, and would have serious HR
and legal problems and additional trade union
pressure if it tried to force any employee back
to the office full-time, despite the Minister
for Government Efficiency publicly applying
pressure. Many UK companies are also
downsizing, going hybrid, closing their head
office altogether and taking temporary space
nearby instead. Those employers such as
some American investment banks or law firms
requiring full office attendance will, therefore,
find staff recruitment and retention ever more
difficult in a climate where talented employees
feel more able to negotiate the way they work,
irrespective of age or sex.
Retail – Bouncing Back,
Led by Retail Warehouses
and Supermarkets
The COVID pandemic hit the high street
hard where it had already been hurting for
many years: first, by getting many more older
shoppers, in particular, used to the range
and convenience of non-food shopping in
particular, online; and second, by making
people switch from public transport or
parking in congested city-centres to easier and
safer car-borne shopping out of town. Retail
warehouse rents are rising again, especially
where well-run operators like B&Q, B&M
and Home Bargains trade alongside the
leading supermarkets, and capital values are
growing rapidly – some institutional investors
missed the market in industrial property, want
no more offices, and have money which they
are struggling to invest.
On the high street, the steepest falls in
property values happened in “prime” central
London and other prime highly valued cities
and towns which are now unaffordable for
both multiple and individual retailers. Unfair
business rates had already crippled urban high
streets in less prosperous parts of the UK,
and the Government’s latest partial attempt
at rates reform will be too little, too late for
many locations. Prosperous suburbs and
market towns with affordable rents and an
attractive mix of convenience and independent
traders have proved more resilient during
the crisis and are generally recovering better
than bigger centres. Transaction volumes are
rising again for high street shops and shopping
centres, and as rental values have been reset
at affordable and sustainable levels, there are
now growing signs of capital growth from the
retail bargain basement.
Supermarkets and convenience stores
(including petrol filling stations), have done
well during COVID, often with increases of
20%-30% in their turnover, part of which
they are able to retain with more people
working on average nearer home. Online food
sales’ market share has slipped back from
16% to 11% now with Sainsbury’s reporting
online sales down from 21% to 15% of their
total. Aldi, Lidl, and their older-established
grocery competitors are fighting fiercely for
stores under 15,000 – 20,000 sq. ft. The
leading supermarkets are also much better at
combining physical and online shopping than
most non-food retailers.
Non-Traditional
Alternatives – Index-Linked
Leases to Strong
Survivors Are Key
Property in the “Alternatives” sector – i.e.
everything except office, industrial or retail -
has been growing rapidly in importance for
institutional investors in recent years and
now accounts for one-sixth of the MSCI UK
Quarterly Property Index. It covers a wide
range of property types and tenants, often
with long, index-linked leases. With the RPI
now rising at an annual rate of 9% and the
CPI at 7%, these index-linked leases hold the
key to sustained outperformance so long as the
individual property rents are well covered by
operating profits and paid by strong multiple
tenants.
COVID with its ever-changing lockdowns
posed a once in a lifetime challenge to
alternative sector operators and investors.
Tenants with strong long-term business
models and short-term crisis management,
working with investors who knew how and
when to give help and improve leases, came
through the COVID challenge stronger
than ever before, with their weaker multiple
competitors, and many private operators,
savagely squeezed or forced out of business
altogether. Alternative investments are,
therefore, outperforming most property
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
8
Property Manager’s Report
sectors again, and probably even industrials
over 2022, but with strong survivor bias and
variations within and between different sub-
sectors, as outlined below.
Alternatives – Leisure
and Hotels – Strong
Tenants Trading Stronger
than Ever Outside City
Centres
Well-let pubs have proved far safer
investments than restaurants, where many
private-equity backed multiple chains were
already drowning in debt pre-COVID.
The leading pubcos, like Greene King and
Wetherspoons, as well as most traditional
regional brewers, have strong balance sheets
with plenty of freehold assets and borrowing
capacity. Profitable, spacious pubs with
outside space, have been trading exceptionally
well and above pre-pandemic levels over the
past year, apart from central London. Pubs
of this type in suburban, smaller town and
rural locations will stay short and long-term
winners whilst consumer spending on food
and drink remains at current levels.
Hotel values are also well off the bottom.
Modern hotels in prosperous smaller towns
and rural areas, serving British holidaymakers,
workers and businesses, have been performing
really strongly over the past year, proving
resilient even during the latest COVID surge.
They will continue to outperform large
city centre and airport hotels dependent on
international business and travel. Zoom,
Teams and ESG have slashed expensive
corporate frequent flying. Covenant strength
will remain crucial for hotels’ investment
value – for example, a Premier Inn is valued
well above a similar Travelodge, because
long-term investors hate CVAs (Company
“Voluntary” Arrangements). Caravan parks
should also trade very strongly for many years
to come.
Health and Fitness clubs have been rebuilding
their memberships but will be suffering from
the squeeze on real incomes. The leading
brands on large out of town sites, with good
car parking and customers often able to
work from home, offer the best long-term
investments.
The two main ten pin bowling companies,
who dominate the market, are going from
strength to strength and offer a sensibly priced
family treat which cannot be replicated online.
But bingo halls and cinemas face a tougher
future as lockdowns drove away many of
their older customers and the operators are
vulnerable to online competition.
Alternatives – Student
Housing and Care Homes –
Covenant Strength Key
Direct-let investments on long leases to well-
established universities should continue to
perform well but indirect student housing
investments with nomination agreements or
third-party providers, depending more on the
local residential letting market, are less clear
beneficiaries of yield hardening for safe, long-
let property.
COVID has hit care homes hard. Costs and
vacancy rates are rising because of more
deaths, slower admissions and severe Brexit
and vaccination-related staff shortages,
while some private-equity backed care home
providers need more equity and lower rents.
High quality homes with self-funded residents
will continue to outperform those dependent
on squeezed local authority budgets. The
rise in National Insurance contributions has
raised staff costs for care homes, and the
Government’s reforms to social care funding
will not deliver meaningful extra cash for
another three to four years. Medical centres
and private hospitals will stay in demand as
the NHS faces years of non-COVID catch up
and outsourcing more profitable work.
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
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Property Manager’s Report
The Economy – an Unhappy 25th Anniversary for Bank
of England Independence
1995 MAR
2000 MAR
2005 MAR
2010 MAR
CPI Annual Rate
2015 MAR
2020 MAR
-2.0
0.0
2.0
4.0
6.0
8.0
Source: ONS
25 years ago Gordon Brown gave the Bank of
England Monetary Policy Committee the power
to set interest rates to meet a stated inflation
target. As the chart above shows, until recently,
their record has been good. Even including
the current inflation tsunami, annual UK CPI
growth over the past quarter of a century has
averaged exactly 2% (with the RPI at 2.8%).
Official interest rates have averaged 2.6%,
compared with 10.4% over the previous 25
years and 8.4% for the RPI (CPI figures are not
available). But success, as so often in business
and government, has bred complacency and
groupthink, reinforced by similar flawed
inflation models in other Western Central
Banks. Massive Quantitative Easing was the
only possible response to the 2008/9 banking
crash, which hit the UK hardest of all the main
Western economies, but the Bank persisted
with the policy far longer and stronger than
was necessary or prudent, leaving Britain in our
present agonizing double bind of unsustainably
low interest rates and high inflation. The Bank
really has no alternative now to raising interest
rates rapidly to stop inflation expectations
taking a real hold, as they did in eerily similar
circumstances in the early 1970’s after the first
oil price shock. Inflation has also rocketed in
the US to 8.3% (a new 40 year high) and 7.4%
in the Eurozone.
The March consumer price figures (CPI + 7.0%
and RPI + 9.0% year on year) clearly show
inflation heading higher over the next few
months, probably into double figures for the
CPI and 12% for the RPI Inflation may still
be around the current rates at the year end.
The latest Producer Price Indices show output
prices up by 11.5% year on year and input
prices up by 19.2%.
So Britain is now suffering stagflation, with
average real incomes likely to fall by at least
2% and maybe up to 3% over 2022 as a result
of increases in tax and National Insurance
combined with average earnings and benefits
lagging far behind price rises. UK domestic
consumer spending was the main engine of UK
economic recovery in 2021, with exceptionally
high pandemic savings being spent by better off
households, and employees gradually returning
to work. That will not be repeated in 2022, and
forecasts, like the OBR’s in March, for UK GDP
to grow by 3.8% this year now look far too
high. A technical recession may well be looming
later this year on a quarter by quarter basis. Q1
2022 may be only just up, with Q2, Q3, Q4 all
down. Although GDP figures are often subject
to major subsequent revisions. Any progress
later in 2023 will be critically dependent on
progress towards peace in Ukraine and easing
disruption to international trade, not least with
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
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Property Manager’s Report
China, and supply shortages around the world.
There is still a danger of renewed outbreaks of
COVID, especially in less developed countries
where vaccination rates are very low. Food
and energy shortages, serious as they feel in
richer countries like the UK, could actually
kill millions especially in Africa, if the war in
Ukraine and disruption of world trade drag on.
Conclusion – Index-Linked
Income Still Seriously
Undervalued
UK commercial property values stabilised in
late 2020 and have since been rising rapidly.
Industrials have been by far the star performers,
but their yield re-rating must be over as
prices are clearly overheating especially at
the prime end of the market. Offices’ relative
performance is going from bad to worse.
Retail values started to recover early in 2021,
as gains for retail warehouses, supermarkets
and convenience stores offset slowing rates
of decline in shopping centres and high street
shops, which have now finally bottomed out.
The alternative sectors have also bounced back
strongly with pubs, hotels, bowling and caravan
parks booming, especially outside London.
Healthcare and nursing home investments will
stay in demand despite their staffing problems.
2022 may see a similar pattern of relative
property performance, despite current short
term interest rate rises, and possibly sharp
increases in current unsustainably low long
term bond yields, with alternatives, retail and
industrials leading the way and offices bringing
up the rear.
The COVID crisis has taught UK property
investors a stark lesson: stay on the right side
of structural change, avoid offices, and stick
wherever you can to properties let to strong
tenants at affordable rents on long, preferably
index-linked, leases. Safe, long-term indexed
income will be even more highly prized as
inflation rises faster for longer than myopic
markets and complacent central bankers expect.
Wars are always inflationary, and however long
the hot war lasts in Ukraine, the West is clearly
now in an economic cold war with Russia and
its allies, with sanctions and shortages biting for
years to come.
Secure, index-linked, UK property offers
massive yield margins over index-linked
gilts, and a comfortable yield cushion still
over conventional bonds. It is still seriously
undervalued.
Forecast Average Annual Rental
Income Growth* % over Five Years
2.0%
CPI 0%
CPI 2%
CPI 4%
3.3%
4.0%
CPI 6%
CPI 8%
CPI 10%
4.4%
4.8%
5.2
%
*Annual rental growth assuming CPI increases 0% - 10% P.A.
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
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Property Manager’s Report
Portfolio Summary
VIP specialises in UK commercial properties with long, strong, index-related income streams to
deliver above average long term real returns.
PORTFOLIO SUMMARY
31 March
2022
30 September
2021
31 March
2021
Portfolio Value:
£155,478,000*
£110,050,000
£80,550,000
Contracted Income:
£8,339,944
£6,336,645
£5,151,786
Contracted income as a % of Portfolio Value:
5.4%
5.8%
6.4%
Total Number of Properties:
43
39
31
Total Number of Tenants (the Portfolio is 100% let):
43
40
32
Contracted Indexed Rent:
95.8%
92.4%
90.6%
Weighted Average Unexpired Lease Term
(if all tenants exercise break options):
12.8 years
13.8 years
15.1 years
Annual Total Return March to March:
20.2%
(MSCI:19.6%)
-
2.3%
(MSCI: 0.9%)
*Savills Valuation – NB: This figure does not include £6m committed to complete the Alnwick Hotel Development. The fair valuation given by
Savills excludes prepaid or accrued operating lease income arising from the spreading of lease incentives or minimum lease payments and for
adjustments to recognise finance lease liabilities for one leasehold property, both in accordance with IFRS 16. For further information see Note 9
to the Financial Statements on pages 82 to 84.
Performance and Independent Revaluation
Savills’ independent valuation at 31 March 2022 on the direct commercial property portfolio
increased to £155,478,000 with a running yield of 5.4% (from 5.7% as at end-December 2021).
This is up from the half-yearly valuation at 30 September 2021 of £110,050,000, the increase
driven by both net acquisitions and valuation uplift.
VIP’s property portfolio produced a total return on all 43 properties of 20.2% over the past year
to March, against 19.6% for the MSCI UK Quarterly Property Index, the main benchmark for
commercial property performance. Properties held throughout had a total return of 23.5%, the
difference reflecting the acquisition costs on 14 properties bought during the year.
VIP’s property portfolio total returns on All Assets of 20.2% over the past year and 8.8% over
the past six months were driven by a valuation uplift of 8.5% on the 38 properties held over the
six months (leisure 16.1%, industrials 12.4%, supermarkets 8.1%, other 7.1%, hotels 5.4%,
pubs 4.1% and roadside 2.0%).
Valuation Uplift on Held Properties
March 2021 to March 2022
8.6%
Pubs
Supermarkets
Other
16.9%
17.4%
All Held
Properties
Industrials
Leisure
18.6%
25.1%
25.5%
All Held Properties
23.5% Total Return
The longer term returns on the property portfolio have been between 10% and 12% a year over 3,
5, 10 and 20 years and 35 years and are above the MSCI averages over all these periods. The real
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
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Property Manager’s Report
returns above the Retail Price Index from VIP’s property portfolio were 10% last year and between
5% and 9% a year over all cumulative periods from 3 to 35 years since the inception of OLIM
Property’s management.
Contracted rental income rose by 6% on held properties. The average lot size is £3,600,000,
ranging from £1,150,000 to £13,000,000.
Properties
All 43 properties are let and 100% occupied on full repairing and insuring leases (tenants are responsible
for repair, maintenance and outgoings), plus there is an agreement for lease in place at Alnwick where a
Premier Inn hotel (80 bedrooms plus hotel) is currently under construction with completion due summer
2022. All 43 tenancies have upwards only rent increases and a weighted average unexpired length of
12.8 years (19.8 years if the break options are not exercised). All the properties valued at 31 March
2022 are freehold with the exception of two which are long leasehold with 109 and 83 years to run
(Doncaster and Fareham).
Purchases to 31 March 2022
Fourteen new properties were purchased over the year for £63,430,000 in total including costs,
at an average net initial yield of 5.3% (plus there will be an additional £6,000,000 to be paid on
practical completion during late summer of 2022 of the Premier Inn Hotel at Alnwick, which is
currently under construction); their average weighted unexpired lease length at 31 March 2022 is
10.4 years (if the break options are exercised). The newly purchased freehold properties consist of
two hotels (one under construction), six industrials, three petrol filling stations with convenience
stores and three supermarkets. Seven of the properties have RPI-linked rent increases, four have
CPI-linked rent increases and three with fixed increases.
Purchases and sales since march 2019
Year March to March
Purchases
No. of properties
Sales
No. of properties
2019/2020
£10,800,000
5
£9,200,000
5
2020/2021
£17,600,000
7
£4,750,000
2
2021/2022
£63,430,000
14
£3,260,000
2
Total
£91,830,000
26
£17,210,000
9
Purchase Pipeline
Further properties with long, strong, index-linked income are under active investigation.
Sales to 31 March 2022
The sale of two short-let overrented properties completed during the year: a petrol filling station in
Southampton and a pub in Thornton Cleveleys for a combined £3.3m, 4.9% above valuation and
at a net sale yield of 8.8%.
Sales since 31 March 2022
Since the year end, two properties have completed: a Buzz Bingo in Bradford and a Co-op store in
Barton upon Humber for a combined £3.3m in total (39.5% above valuation) at a net sale yield
of 6.2%.
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
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Property Manager’s Report
Rent Reviews
The portfolio now has 96% of contracted income (42 out of 43 tenancies) with index-linked or
fixed rent increases. Only one property, the industrial at Fareham, has three yearly open market
upwards only reviews (the December 2021 sweep up clause has since been agreed with a 4%
uplift and is to be documented imminently).
Nineteen rent reviews completed over the course of the year (twelve with annual rent increases
and seven with five yearly review patterns), sixteen RPI-linked rent increases and three with
fixed rental increases: 7 pubs, 5 supermarkets, 2 petrol filling stations, 1 bingo hall, 1 bowling
alley, 1 library, a driving test centre and the caravan park giving a combined 6.9% uplift on their
passing rents.
PROPERTY PORTFOLIO INDEXED RENT
REVIEWS - 96% OF CONTRACTED RENT
Retail Price Index - 68% (31 Tenancies)
Consumer Price Index - 8% (5 Tenancies)
Fixed Increases - 20% (6 Tenancies)
Open Market - 4% (1 Tenancy)
68%
20%
8%
4%
Rent Collection
100% of all contracted rents due were collected in the year to 31 March 2022 and landlords’
rights to enforce rent collection are now back to normal.
The portfolio remains well-spread with a focus on index-linked rent reviews and the sectors of
the UK commercial property market which benefit from structural change-industrials (33%),
supermarkets (27%) and alternatives (40% mainly leisure, pubs and hotels). We do not invest in
offices. VIP’S safe, long let indexed portfolio should prove resilient. It has outperformed through
previous turbulent times as shown by the Property Record Table on page 22, delivering long term
above average real returns (benchmark MSCI UK Quarterly Property Index).
Louise Cleary & Matthew Oakeshott
OLIM Property Limited
10 June 2022
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
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Property Manager’s Report
Property Portfolio at 31 March 2022
Industrials
Supermarkets
Roadside
•
13 Properties
•
30% of Contracted Rent
•
WAULT* 11.3 Years
•
Indexed 86%
•
10 Properties
•
30% of Contracted Rent
•
WAULT* 8.9 Years
•
Indexed 100%
•
3 Properties
•
7% of Contracted Rent
•
WAULT* 10.4 Years
•
Indexed 100%
Leisure – Pubs
Alternatives
(Caravan Park &
Library)
Leisure – Hotels
•
10 Properties
•
15% of Contracted Rent
•
WAULT* 22.7 Years
•
Indexed 100%
•
2 Properties (3 Tenants)
•
8% of Contracted Rent
•
WAULT* 11.1 Years
•
Indexed 100%
•
2 Properties (Alnwick
under Construction)
•
4% of Contracted Rent
•
WAULT* 13.5 years
•
Indexed 100%
Leisure – Bowling
& Bingo
TOTAL RETURN
FOR THE YEAR
20.2%
•
3 Properties
•
6% of Contracted Rent
•
WAULT* 18.9 Years
•
Indexed 100%
*Weighted Average Unexpired Lease length if all break options exercised
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
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Property Manager’s Report
Top ten Holdings by VALUE
Property
Tenant
Sector
% of
Portfolio
by Capital
Value
Newport Isle of Wight
Marks and Spencer
Supermarket
8%
Dover
Park Resorts
Caravan Park
8%
Garstang
Sainsbury’s
Supermarket
6%
Catterick
Premier Inn
Hotel
5%
Aylesford
Kier
Industrial
5%
Milton Keynes
Winterbotham Darby
Industrial
5%
Gloucester
H.M. Government
Industrial
4%
Fareham
Local Authority
Industrial
4%
Stoke on Trent
MKM Building Supplies
Industrial
3%
Chester
MKM Building Supplies
Industrial
3%
Total
51%
DOVER
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Property Manager’s Report
Sector Weighting %
Capital Value
by Region %
Capital Value
Industrials - 33%
Supermarkets - 27%
Pubs - 13%
Other (Caravan Park &
Library) - 9%
Roadside - 7%
Hotels - 6%
Leisure (Bowling & Bingo) - 5%
33%
27%
13%
6%
5%
7%
9%
South East - 33% (9 Properties)
North - 31% (15 Properties)
South West - 12% (5 Properties)
Scotland - 8% (5 Properties)
East Anglia - 6% (3 Properties)
Midlands - 6% (3 Properties)
London - 3% (2 Properties)
Wales - 1% (1 Property)
33%
31%
8%
12%
6%
6%
3%
1%
Contracted Income by
Tenant %
Contracted Income by
lease expiry % (if all
break options exercised)
Marks & Spencer
Co-operative Group
10%
14%
Stonegate
9%
8%
Sainsbury’s
H.M. Government
7%
Park Resorts
6%
Ten Entertainment Group
5%
Kier Group
5%
Local Authorities
5%
MKM Building Supplies
5%
Premier Inn
2%
2%
2%
2%
4%
4%
4%
Winterbotham Darby
2%
Shepherd Neame
1%
Buzz Group
Screwfix
Tesco
Halfords
Arla Foods
Brake Brothers
A.F. Blakemore
Greene King
BP Oil Uk
1%
1%
1%
20 - 25 years - 14%
25 - 30 years - 2%
15 - 20 years - 11%
10 - 15 years - 31%
5 - 10 years - 40%
Less than 5 years - 2%
WAULT 12.8 years if all
break options exercised
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
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Property Manager’s Report
VIP PURCHASES: 12 MONTHS TO 31 MARCH 2022
Dundee – Faraday Street, Dryburgh Industrial
Estate
Sector
Industrial
Tenant
Screwfix
Lease expiry
November 2032
Indexation
Five yearly fixed: 2.5% pa
Purchased
April 2021
Blandford Forum – Langton Road
Sector
Supermarket
Tenant
Marks & Spencer
Lease expiry
July 2030
Indexation
Five yearly RPI-linked: 1% to 3% pa
Purchased
April 2021
Thurrock – 680 London Road
Sector
Industrial
Tenant
Halfords Autocentres
Lease expiry
May 2036
Indexation
Five yearly CPIH-linked: 1% to 3% pa
Purchased
May 2021
Staines – Laleham Road
Sector
Industrial
Tenant
Halfords Autocentres
Lease expiry
May 2036
Indexation
Five yearly CPIH-linked: 1% to 3% pa
Purchased
May 2021
Catterick – Princes Gate Shopping Park, Richmond
Road
Sector
Hotel
Tenant
Premier Inn Hotels
Lease expiry
September 2040
Indexation
Five yearly CPI-linked: 0% to 5% pa
Purchased
May 2021
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
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Property Manager’s Report
Louth – Spar Fairfield Services, Bolingbroke Road
Sector
Roadside
Tenant
A.F. Blakemore
Lease expiry
June 2032
Indexation
Five yearly RPI-linked: 1.5% to 3.5% pa
Purchased
June 2021
Bebington – 152 Kings Road, Wirral
Sector
Roadside
Tenant
Sainsbury's Supermarkets
Lease expiry
October 2036
Indexation
Five yearly RPI-linked: 2% to 4% pa
Purchased
July 2021
Alnwick – Willowburn Trading Estate
Sector
Hotel
Tenant
Premier Inn Hotels
Lease expiry
25 years from completion
Indexation
Five yearly CPI-linked: 0% to 4% pa
Purchased
July 2021
Melton Mowbray – Egerton Park Service Station
Sector
Roadside
Tenant
BP Oil UK
Lease expiry
September 2033
Indexation
Five yearly Fixed: 2.5% pa
Purchased
November 2021
Chester – Winsford Way, Sealand Industrial Estate
Sector
Industrial
Tenant
MKM Building Supplies
Lease expiry
January 2038
Indexation
Five yearly RPI-linked: 1% to 3% pa
Purchased
December 2021
Under Construction –
Completion Summer 2022
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Property Manager’s Report
Stoke on Trent – Stanley Matthews Way
Sector
Industrial
Tenant
MKM Building Supplies
Lease expiry
January 2039
Indexation
Five yearly RPI-linked: 1% to 3% pa
Purchased
December 2021
Westbury – 50 Cory Way, West Wilts Trading Estate
Sector
Industrial
Tenant
Arla Foods
Lease expiry
November 2035
Indexation
Five yearly RPI-linked: 2% to 4% pa
Purchased
December 2021
Newport, Isle of Wight – Litten Park
Sector
Supermarket
Tenant
Marks & Spencer
Lease expiry
March 2027
Indexation
Annual fixed: 1.95%
Purchased
December 2021
Garstang – Park Hill Road
Sector
Supermarket
Tenant
Sainsbury's Supermarkets
Lease expiry
June 2035
Indexation
Five yearly RPI-linked: 1.5% to
4% pa
Purchased
March 2022
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
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Property Manager’s Report
VIP Property Portfolio at 31 March 2022
Address
Tenants
Industrials
 
Aberdeen – Gateway Business Park, Moss Road
H.M. Government*
Aylesford – Broadmead House, Bellingham Way, New Hythe
Kier Group*
Chester – Winsford Way, Sealand Industrial Estate
MKM Building Supplies*
Dundee – Faraday Street, Dryburgh Industrial Estate
Screwfix***
Fareham – Mitchell Close, Segensworth East
Hampshire County Council
Gloucester – Falcon Close, Green Farm Business Park, Quedgeley
H.M. Government*
Milton Keynes – Wimblington Drive
Winterbotham Darby*
Staines – Thameside Service Station, Laleham Road
Halfords**
Stoke-on-Trent – Stanley Matthews Way
MKM Building Supplies*
Thetford – Units 1-4, Baird Way, Fison Way Industrial Estate
Brake Brothers*
Thirsk – Dalton Airfield, Dalton
H.M. Government*
Thurrock – 680 London Road
Halfords**
Westbury – 50 Cory Way, West Wilts Trading Estate
Arla Foods*
Supermarkets
Aberfoyle – Main Street
Co-operative Group Food**
Barton upon Humber – 12 Market Lane (
Sale completed May 2022
)
Co-operative Group Food*
Blandford Forum – Langton Road
Marks and Spencer*
Cleethorpes – 52 St Peters Avenue
Co-operative Group 
Food*
Garstang – Park Hill Road
Sainsbury’s*
Harrogate – Skipton Road
Co-operative Food Group*
Invergordon – 110 High Street
Co-operative Group Food**
Kirriemuir – 33 The Roods
Co-operative Group Food*
Newport, Isle of Wight – Litten Park
Marks and Spencer***
York – 103-104 Hull Road
Co-operative Group Food***
Pubs
 
Bedford – The Rose, 45 High Street
Stonegate*
Bournemouth – Slug and Lettuce, 2 Dean Park Crescent
Stonegate*
Canterbury – The Bishop's Finger, 13 St. Dunstan Street
Shepherd Neame*
Cheltenham – The Spectre, 73-75 High Street
Stonegate*
Coventry – Castle Grounds, 7 Little Park Street
Stonegate*
London – The Bishop's Finger, West Smithfield
Shepherd Neame*
London – The Prince of Wales, 48 Cleaver Square
Shepherd Neame*
Newcastle-upon-Tyne – The Percy Arms, Percy Street
Stonegate*
Oxted – The Old Bell, 18 High Street
Greene King***
Selby – The George Inn, Market Place
Stonegate*
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
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Property Manager’s Report
Address
Tenants
Other
 
Dover – St. Margaret's Holiday Park, Reach Road
Park Resorts*
Risca – 77 Tredegar Street
Caerphilly Borough Council***
Tesco*
Roadside
 
Bebington – 152 Kings Road, Wirral
Sainsbury's*
Louth – Spar Fairfield Services, Bollingbroke Road, Fairfield
Industrial Estate
A.F. Blakemore and Son*
Melton Mowbray – Egerton Park Service Station, Leicester Road
BP Oil***
Hotels
Alnwick – Willowburn Trading Estate
(Development)
To be Premier Inn** (Practical
Completion summer 2022)
Catterick – Princes Gate Shopping Park, Richmond Road
Premier Inn**
Leisure
 
Bradford – Tong Street (
Sale completed May 2022
)
Buzz Group*
Doncaster – The Leisure Park, Bawtry Road
Ten Entertainment Group*
Stafford – TenPin, Greyfriars Place
Ten Entertainment Group*
*
RPI-linked rent increases
**
CPI-linked rent increases
***
Fixed rent increases
KIRRIEMUIR
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
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Property Manager’s Report
VIP’s Property Record Over 35 Years
Total Return
31 March
Rental Income
£000
Capital Value
£000
Yield on
Valuation %
VIP %
MSCI
Quarterly Index*
2022
8,334
155,478
5.4
20.2
19.6
2021
5,152
80,550
6.4
2
1
2020
4,482
70,200
6.4
6
-1
2019
4,372
68,800
6.4
8
4
2018
4,329
68,700
6.3
11
10
2017
4,480
66,775
6.7
13
5
2016
3,940
55,125
7.2
10
11
2015
4,019
54,500
7.4
13
17
2014
3,552
46,475
7.6
11
14
2013
3,543
46,225
7.7
4
3
2012
3,537
48,250
7.3
7
6
2011
3,552
49,075
7.2
9
11
2010
3,463
48,750
7.1
18
17
2009
3,278
44,850
7.3
-11
-25
2008
3,261
51,000
6.4
0
-9
2007
3,116
54,525
5.7
15
16
2006
3,219
52,250
6.2
21
21
2005
3,124
45,875
6.8
21
17
2004
3,052
40,375
7.5
15
12
2003
3,089
40,550
7.6
12
9
2002
3,013
38,800
7.8
13
7
2001
3,117
39,825
7.8
10
10
2000
3,054
39,800
7.7
15
15
1999
3,410
41,055
8.3
25
11
1998
3,141
34,800
9.0
15
17
1997
3,111
32,805
9.5
10
12
1996
2,840
29,440
9.6
9
5
1995
2,948
31,125
9.5
10
6
1994
2,806
29,835
9.4
23
26
1993
2,773
26,415
10.5
12
-1
1992
2,709
25,880
10.5
10
-3
1991
2,331
23,800
9.8
2
-10
1990
2,050
24,390
8.4
15
15*
1989
1,915
23,475
8.2
30
30*
1988
1,329
14,939
8.9
24
26*
1987
1,155
11,375
10.2
N/A
N/A
*
MSCI (ex IPD) UK Quarterly Property Index 12 months total returns to 31 March; except 1988 – 1990: IPD Annual Index
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
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23
Equity Manager’s Report
Patrick Harrington
UK Equities
Market Background
The UK stock market gave a good absolute
return over VIP’s financial year, with the FTSE
All-Share Index delivering a total return of
13.0%, against 19.6% for UK property. For
most of the year progress was steady, driven by
improving sentiment as lockdown restrictions
were eased progressively. However, share prices
dropped sharply in February and early March
2022 after the Russian invasion of Ukraine.
They then recovered to end the quarter only
marginally down.
Property shares were strong over the year to
end March 2022, with the FTSE All Share
Real Estate Investment Trusts (“REITs”) Index
generating a total return of 22.5%. REIT NAV
performance was strong, benefiting from the
post-pandemic recovery in commercial property
values and, in particular, from the strength in
industrial property sector valuations.
Performance
VIP’s equity portfolio performed well ahead
of the wider stock market, reflecting the
better performance of property stocks as a
whole. The portfolio recorded a total return
of 24.1%, which also outperformed the FTSE
All Share REITs Index. The portfolio benefited
from its high exposure to its new investments
in industrial property, and from the strong
performances of its two Food Retailers, Wm
Morrison Supermarkets and Tesco. The former
was the subject of competing private equity
takeover bids and was eventually taken private
at 287p per share, generating a profit of over
£1.5m for VIP. Tesco’s share price was aided
by strong trading and this holding was also
subsequently disposed of at a significant profit.
Portfolio
The last twelve months saw sales of equities
of £36.2m and purchases of £30.5m giving
total transactions of £66.7m, with net sales
of £5.7m. During the year we completed
the sale of the portfolio’s legacy holdings,
switching into property-backed securities. The
new portfolio focused on the industrial sector
with three specialist industrial REITs, Tritax
Big Box REIT, Urban Logistics REIT and
Warehouse REIT, and a large holding in BMO
Real Estate Investments, which mainly invests
in industrial property and retail warehouses.
A new holding in Tesco was established and
an increased investment in Wm Morrison
Supermarkets was made, both at small
premiums to their respective asset values, in
order to gain exposure to the resilient food
retail property sector. As noted above, both
of these investments were realised before the
year end at a significant profit. New holdings
were also made in PRS REIT and Residential
Secure Income REIT, which both have exposure
to attractive RPI-linked leases, and in Real
Estate Credit Investments, which advances
loans secured on property. An initial holding in
Civitas Social Housing was sold after corporate
governance issues came to light. At the end
of March 2022, the equity portfolio had 7
remaining investments valued at £26.9m.
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
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24
Equity Manager’s Report
Since the year end, the portfolio’s three
specialist industrial property holdings,
Tritax Big Box REIT, Urban Logistics REIT
and Warehouse REIT, have been sold for a
good profit and at a premium to their most
recent NAVs. The proceeds have been partly
re-invested in BMO Real Estate Investments at
a discount of 25%.
Patrick Harrington
OLIM Property Limited
10 June 2022
VIP EQUITY HOLDINGS AT 31 MARCH 2022
Number of
Shares
Description
Market Value
(£)
7,252,446
BMO Real Estate
Investments
Limited
The company has a diversified £400m portfolio of UK properties with
72% of its investments in the industrial and retail warehouse sectors.
The shares trade on a wide discount to NAV.
6,744,775
2,500,000
Urban Logistics
REIT
The company has assets valued at over £700m. It specialises in
smaller and mid-sized single-let logistics sites in urban locations.
Its tenants undertake ‘last mile’ goods distribution to homes and
businesses.
4,750,000
1,750,000
Tritax Big Box
REIT
Tritax has an investment portfolio valued at around £5.5bn
and focuses on large (greater than 100,000 sq ft) industrial and
warehouse units with substantial development exposure.
4,231,500
1,900,000
Warehouse REIT
Warehouse REIT has a £900m portfolio of smaller and mid-sized
industrial properties spread by geography and industrial sector.
3,294,600
2,000,000
Real Estate
Credit
Investments
The company lends money over the short to medium term on
a secured basis to a wide spread of borrowers. The loans are
secured against underlying property assets spread across Europe
with 80% held in either the UK or France
3,010,000
2,500,000
Residential
Secure Income
REIT
The company aims to deliver inflation linked returns by investing
in a portfolio of UK residential shared-ownership and independent
retirement properties. Its leases are index-linked, which should
provide some protection against high inflation.
2,700,000
2,000,000
PRS REIT
PRS has a portfolio of almost 5,000 private rented family homes
in prosperous UK locations, largely outside London and the
South East. Its leases are also index-linked.
2,140,000
26,870,875
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
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Business Review
This Business Review is intended to provide an
overview of the strategy and business model of
the Company as well as the key measures used
by the Directors in overseeing its management.
The Company is an investment trust company
that invests in accordance with the investment
objective and investment policy outlined on
page 27 of this Business Review.
Value and Income Trust PLC changed its name
on 22 January 2021 to Value and Indexed
Property Income Trust PLC (VIP or the
Company). VIP’s Ordinary Shares are listed on
the Premium segment of the Official List and
traded on the main market of the London Stock
Exchange. The Company is registered as a public
limited company in Scotland under company
number SC050366. VIP is an investment
company within the meaning of Section 833
of the Companies Act 2006. The Company
has one class of share. VIP is a member of the
Association of Investment Companies (AIC).
The Group
Value and Indexed Property Income Services
Limited (VIS), a wholly owned subsidiary of
the Company, is authorised by the Financial
Conduct Authority to act as the Company’s
Alternative Investment Fund Manager (AIFM).
Capital Structure
As at 31 March 2022, and as at the date of this
Annual Report, VIP’s share capital consisted of
43,557,464 Ordinary Shares of 10p nominal
value in issue and 1,992,511 Ordinary Shares
of 10p each held in Treasury. Each Ordinary
Share in issue entitles the holder to one vote on
a show of hands and, on a poll, to one vote for
every share held.
Share Dealing
Shares in VIP can be purchased and sold in the
market through a stockbroker, or indirectly
through a lawyer, accountant or other
professional adviser. Further information on
how to invest in VIP is detailed on page 98.
Recommendation
of Non-Mainstream
Investment Products
VIP currently conducts its affairs so that the
shares issued by it can be recommended by
independent financial advisers to ordinary retail
investors in accordance with the rules of the
Financial Conduct Authority (FCA) in relation
to non-mainstream investment products and
intends to do so for the foreseeable future.
VIP’s shares are excluded from the FCA’s
restrictions which apply to non-mainstream
investment products because they are shares in
an investment trust company and the returns to
investors are based on investments in directly
held property and publicly quoted securities.
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
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Business Review
Highlights of the Year
Net Asset Value total return (with debt at par)
*
of 15.6% (2021: 12.3%) over one year and 2.7% (2021: -8.5%)
over three years.
Share Price total return
*
of 15.8% (2021: 39.3%) over one year and 13.3% (2021: -3.3%) over three years.
FTSE All-Share Index total return of 13.0% (2021: 26.7%) over one year and 16.8% (2021: 9.9%) over
three years.
MSCI Quarterly Property Index total return of 19.6% over one year.
Dividends for year up 2.4% - increased for the 35th consecutive year.
Financial Record
30 Sept
1986
31 Mar
1987
31 Mar
2005
31 Mar
2006
31 Mar
2007
31 Mar
2008
31 Mar
2009
31 Mar
2010
31 Mar
2011
31 Mar
2012
31 Mar
2013
31 Mar
2014
31 Mar
2015
31 Mar
2016
31 Mar
2017
31 Mar
2018
31 Mar
2019
31 Mar
2020
31 Mar
2021
31 Mar
2022
NAV (valuing debt at
par) (p)
44.0
55.1 213.9 260.6 299.0 251.0 165.6 231.8 249.1 253.8 298.2 325.5 326.9 319.0 345.5 330.5
332.5 253.1 271.1 314.3
NAV (valuing debt at
market) (p)*
N/A
N/A 189.0 226.9 271.1 222.7 129.6 218.3 233.7 227.6 269.8 304.3 299.5 299.2 318.1 309.2
312.2 232.7 256.6 305.0
Ordinary share price (p)
42.0
52.0 181.0 227.0 253.0 166.0
88.5 169.0 186.0 181.5 210.8 265.0 254.3 221.8 255.0 262.0
251.0 165.0 218.0 239.0
Discount of share price
to NAV (valuing debt at
market) (%)
–
–
4.2
0.0
6.7
25.5
31.7
22.5
20.4
20.3
21.9
12.9
15.1
25.9
19.8
15.3
19.6
29.1
15.0
21.6
Dividend per share (p)
N/A
1.25
6.2
6.4
6.7
7.4
7.5
7.6
7.8
8.05
8.3
8.5
9.0
10.5
11.0
11.4
11.8
12.1
12.3
12.6
Total assets less current
liabilities (£m)
17.4
24.8 133.0 156.8 174.8 151.8 111.5 141.8 149.4 151.3 171.2 183.6 189.0 185.5 207.3 200.4
205.6 176.2 177.6 196.5
* This is an Alternative Performance Measure (APM) which has been explained in the Glossary on page 100.
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
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Business Review
INVESTMENT OBJECTIVE
AND INVESTMENT POLICY
Investment Objective
The Company invests mainly in directly held
UK commercial property to deliver secure,
long-term, index-linked income and partly in
property-backed UK securities. The Company
aims to achieve long-term, real growth in
dividends and capital value without undue risk.
Investment Policy
The Company’s policy is to invest in directly
held UK commercial property, property-backed
securities listed on the London Stock Exchange
and cash or near cash securities. The Company
will not invest in overseas property or securities
or in unquoted companies. UK directly held
commercial property will usually account for
at least 80 per cent. of the total portfolio but
it may fall below that level if relative market
levels and investment value, or a desired
increase in cash or near cash securities, make it
appropriate.
The UK commercial
property portfolio
The Company will target secure income and
capital returns linked to inflation, mainly
through its diversified portfolio of UK property
assets, let or pre-let to a broad range of strong
tenants on long leases with rental growth
subject to index-linked or fixed increases. The
Company has not set any geographical limits,
except that it may invest in all four nations
of the United Kingdom. It has also set no
structural limits and expects the portfolio to be
focused on (but not limited to), the industrial/
warehouse, supermarket, roadside and leisure
sectors (including for example, caravan parks,
pubs, hotels, garden and bowling centres)
income strips and ground rents. Offices and
high street retail properties would not be
priority sectors for investment. In order to
manage risk in the portfolio, at the time of
purchase, no single property asset will exceed
in value 25 per cent. of the Company’s gross
asset value and no single tenant (except UK
Government and public sector) will account for
more than 30 per cent. of the Company’s total
rental income.
The UK quoted
securities portfolio
In order to limit the risk to the Company’s
overall total portfolio of assets that are derived
from any particular securities investment,
no individual shareholding will account for
more than 10 per cent. of the gross assets of
the Company at the time of purchase. The
Company will not use derivatives. The Company
is permitted to invest cash held for working
capital purposes and awaiting investment in cash
deposits, gilts and money market funds.
No material changes may be made to the
Company’s investment policy described above
without the prior approval of Shareholders by
the passing of an Ordinary Resolution.
Borrowing policy
The Company has a longstanding policy of
funding most of the increases in its property
portfolio through the judicious use of
borrowings. Gearing will normally be within
a range of 25 per cent. and 50 per cent. of the
total portfolio. The Company will not raise
new borrowings if total net borrowings would
then represent more than 50 per cent. of the
total assets.
Until 2015, all borrowings had been long-term
debentures to provide secure long-term
funding, and avoiding the risks associated with
short-term funding of having to sell illiquid
assets at a low point in markets if loans had
to be repaid. Detail of the Company’s current
borrowings, comprising two fixed term secured
loan facilities and the 9.375% Debenture
Stock 2026, can be found in Note 12 to the
Financial Statements on pages 85 to 86 and
in Note 24 to the Financial Statements on
page 95 of this Annual Report. As announced
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
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Business Review
on 24 May 2022, the Company has voluntarily
decided to redeem the 2026 Debenture Stock
early on 28 June 2022. The redemption
price will be determined in accordance with
the conditions set out in the Trust Deed
and will be communicated to holders of the
2026 Debenture Stock shortly before the
redemption date.
Performance, Results
and Dividend
As at 31 March 2022, the Net Asset Value
(NAV) total return (with debt at par) over one
year was 15.6% and the Share Price total return
over one year was 15.8%. This compares to the
FTSE All-Share Index total return over one year
of 13.0% and the MSCI UK Quarterly Property
Index total return of 19.6%. Total assets
less current liabilities were £196.5 million. A
review of the performance of the property and
equity portfolios is detailed in the Chairman’s
Statement on pages 2 to 3 and in the Property
and Equity Manager’s Reports on pages 4 to 24.
For the year to 31 March 2022, quarterly
dividends of 3.0p per share were each paid
on 29 October 2021, 28 January 2022 and
29 April 2022. The Directors have declared
that a final dividend of 3.6p per Ordinary Share
(2021: 3.6p), if approved by Shareholders at
the 2022 AGM, is paid on 29 July 2022 to
Shareholders on the register on 1 July 2022.
The ex-dividend date is 30 June 2022. This
represents an annual increase in dividends
of 2.4% as compared with the 9.0% and
7.0% annual increases in the Retail Price and
Consumer Price Indices, respectively, as at the
end of March 2022.
Principal and Emerging
Risks and Uncertainties
The Board has an ongoing process for identifying,
evaluating and monitoring the principal and
emerging risks and uncertainties facing the
Group and the Parent Company. The risk register
forms a key part of the Group and the Parent
Company’s risk management framework used
to carry out a robust assessment of the risks,
including a significant focus on the controls
in place to mitigate them. The principal and
emerging risks and uncertainties which affect the
Group’s and the Company’s business are:
Market Risk
The fair value of, or future cash flows from,
a financial instrument held by the Group may
fluctuate because of changes in market prices.
This market risk comprises three elements -
price risk, interest rate risk and currency risk.
Price Risk
Changes in market prices (other than those
arising from interest rate or currency risk) may
affect the value of the Group’s investments.
For equities, asset allocation and stock
selection, as set out in the Investment Policy on
page 27, both act to reduce market risk.
OLIM Property Limited (OLIM Property) is
the Investment Manager responsible for the
management of the Company’s property and
equities portfolios.
VIS delegates its portfolio management
responsibilities to OLIM Property, which,
as well as managing the property portfolio,
actively monitors market prices throughout
the year and reports to VIS and to the Board,
which meet regularly in order to review
investment strategy. The equity investments
held by the Group are listed on the London
Stock Exchange. All investment properties held
by the Group are commercial properties located
in the UK with long-term, index-linked income
streams.
Interest Rate Risk
Interest rate movements may affect:
the fair value of the investments in
property;
the level of income receivable on cash
deposits; and
the fair value of borrowings.
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
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Business Review
The possible effects on fair value and cash flows
that could arise as a result of changes in interest
rates are taken into account when making
investment and borrowing decisions.
The Board imposes borrowing limits to ensure
that gearing levels are appropriate to market
conditions and reviews these on a regular basis.
Current borrowings comprise a debenture stock
and two secured term loans, with four and
eleven year terms remaining, providing secure
long-term funding. It is the Board’s policy to
maintain a gearing level, measured on the most
stringent basis of calculation after netting off
cash equivalents, of between 25% and 50%.
Currency Risk
A small proportion of the Group’s investment
portfolio is invested in securities whose fair
value and dividend stream are affected by
movements in foreign exchange rates. It is not
the Company’s policy to hedge this risk.
Liquidity Risk
This is the risk that the Group will encounter
difficulty in meeting obligations associated with
its financial liabilities.
The Group’s assets comprise readily realisable
securities which can be sold to meet
commitments, if required, and investment
properties which, by their nature, are less
readily realisable. The maturity of the
Company’s existing borrowings is set out in the
interest rate risk profile section of Note 21 to
the Financial Statements.
Credit Risk
This is the failure of a counterparty to a
transaction to discharge its obligations under
that transaction that could result in the Group
suffering a loss.
The risk is not significant and is managed as
follows:
investment transactions are carried out on
behalf of VIP by an outsourced dealing
agent. Settlement of these transactions is
executed by a large investment bank whose
credit standing is reviewed periodically by
OLIM Property (which reports to VIS).
the risk of counterparty exposure due to
failed trades causing a loss to the Group
is mitigated by the review of failed trade
reports on a daily basis. In addition,
a stock reconciliation to third party
administrators’ records is performed on a
daily basis to ensure that discrepancies are
picked up on a timely basis. VIS carries
out periodic reviews of the Depositary’s
operations and reports its findings to
the Company. This review also includes
checks on the maintenance and security of
investments held.
cash is held only with reputable banks
with high quality external credit ratings
which are monitored on a regular basis.
Property Risk
The Group’s commercial property portfolio is
subject to both market and specific property
risk. Since the UK commercial property market
has been markedly cyclical for many years, it is
prudent to expect that to continue.
The price and availability of credit, real
economic growth and the constraints on the
development of new property are the main
influences on the property investment market.
Against that background, the specific risks
to the income from the portfolio are tenants
being unable to pay their rents and other
charges or leaving their properties at the end
of their leases. All leases are on full repairing
and insuring terms, with upward only rent
reviews and the average unexpired lease length
is 20 years (2021: 17 years) and 13 years if
break options are exercised. Details of the
tenant and geographical spread of the portfolio
are set out on page 16. The long-term record
of performance through the varying property
cycles since 1987 is set out on page 22. OLIM
Property is responsible for property investment
management, with surveyors, solicitors and
managing agents acting on the portfolio under
OLIM Property’s supervision.
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
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Business Review
Political Risk
The EU (Future Relationship) Act 2020 came
into effect on 1 January 2021 and the full
political, economic and legal consequences of
the UK leaving the European Union (EU) are
not yet known. It is possible that investments
in the UK may be more difficult to value
and assess for suitability of risk, harder to
buy or sell and may be subject to greater or
more frequent rises and falls in value. In the
longer term, there is likely to be a period
of uncertainty as the UK seeks to negotiate
its ongoing relationship with the EU and
other global trade partners. The UK’s laws
and regulations, including those relating to
investment companies, may in future, diverge
from those of the EU. This may lead to changes
in the operation of the Company or the rights
of investors in the territories in which the shares
of the Company may be promoted and sold.
The Board reviews regularly the political
situation, together with any associated changes
to the economic, regulatory and legislative
environment, to ensure that any risks arising
are mitigated as effectively as possible.
An explanation of certain economic and
financial risks and how they are managed
is contained in Note 21 to the Financial
Statements.
Climate Change and
Social Responsibility Risk
The Board recognises that climate change is
an important emerging risk that all companies
should take into consideration within their
strategic planning. As referred to elsewhere in
this Strategic Report on pages 34, 37, 38 and
in the Statement of Corporate Governance on
page 50 in this Annual Report, the Company
has little direct impact on environmental issues.
As an investment trust company, the Company
has no direct employee or environmental
responsibilities. The Board is aware that
the Manager continues to take into account
environmental, social and governance matters
when considering investments.
Economic Risk
The valuation of the Company’s investments
may be affected by underlying economic
conditions, such as fluctuating interest rates,
rising inflation, increased fuel and energy costs,
and the availability of bank finance, all of which
can be impacted during times of geopolitical
uncertainty and volatile markets, including
during the coronavirus pandemic and the
situation in Ukraine. The Board monitors the
economic and market environment closely, and
the situation in Ukraine, and believes that the
diverse well-spread, long let indexed portfolio
should prove resilient.
Other Key Risks
Additional risks and uncertainties include:
Discount volatility:
The Company’s shares
may trade at a price which represents a
discount to its underlying net asset value.
Regulatory risk:
The Directors strive to
maintain a good understanding of the
changing regulatory agenda and consider
emerging issues so that appropriate changes
can be implemented and developed in good
time. The Group operates in a complex
regulatory environment and, therefore, faces
a number of regulatory risks. A breach of
Section 1158 of the Corporation Tax Act
2010 would result in the Company being
subject to capital gains tax on portfolio
investments. Breaches of other regulations,
including but not limited to, the Companies
Act 2006, the FCA Listing Rules, the FCA
Disclosure, Guidance and Transparency
Rules, the Market Abuse Regulation, the
Packaged Retail and Insurance-based
Investment Products (PRIIPs) Regulation,
the Second Markets in Financial Instruments
Directive (MiFID II) and the General Data
Protection Regulation (GDPR), could lead
to a number of detrimental outcomes and
reputational damage.
The Company is also required to comply
with tax legislation under the Foreign
Account Tax Compliance Act and the
Common Reporting Standard. The Company
has appointed its registrar, Computershare,
to act on its behalf to report annually to HM
Revenue & Customs (HMRC).
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
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Business Review
The Company’s privacy policy is available
to view on the Company’s web pages hosted
by the Investment Manager at
https://www.
olimproperty.co.uk/value-and-indexed-
property-income-trust.html.
Breaches of controls by service providers to
the Company could also lead to reputational
damage or loss. The Audit and Management
Engagement Committee monitors compliance
with regulations by reviewing internal control
reports from the Administrator and from the
Investment Manager.
Alternative Investment
Fund Managers Directive
The Alternative Investment Fund Managers
Directive (AIFMD) introduced an authorisation
and supervisory regime for all managers of
authorised investment funds in the EU.
In accordance with the requirements of the
AIFMD, the Company appointed VIS as its
Alternative Investment Fund Manager (AIFM)
and BNP Paribas Securities Services as its
Depositary. VIS’s status as AIFM remains
unchanged following the UK’s departure from
the EU. The Board has controls in place in the
form of regular reporting from the AIFM and
the Depositary to ensure that both are meeting
their regulatory responsibilities in relation to
the Company.
Key Performance
Indicators
At each Board Meeting, the Directors consider
a number of performance measures to assess the
Company’s success in achieving its objectives
and which also enable Shareholders and
prospective investors to gain an understanding
of its business.
A historical record of these performance
measures, with comparatives, together with
the Alternative Performance Measures (APMs)
are shown in the Highlights of the Year and
Financial Record section on page 26 of this
Business Review. Definitions of the APMs can
be found in the Glossary on page 100.
Following the change in investment policy to
invest predominantly in property, the Directors
have carried out a review of the key performance
indicators to determine the performance of the
Company. The Directors have identified the
following as key performance indicators:
Net asset value and share price total
returns relative to the MSCI UK Quarterly
Property Index and FTSE All-Share Index
(total returns); and
Dividend growth relative to consumer
price inflation.
The Manager’s Reports on pages 4 to 24
report on how the Company performed during
the year under review against these indices.
The net asset value (NAV) total return is
considered to be an appropriate long-term
measure of Shareholder value as it includes
the current NAV per share and the sum of
dividends paid to date.
The share price total return relative to the
FTSE All-Share Index (total return) is the
theoretical return including reinvesting each
dividend in additional shares in the Company
at the current mid-market price on the day
that the shares go ex-dividend.
The medium term dividend policy is for
increases at least in line with inflation.
The Board reviews the Company’s rental and
investment income and operational expenses
on a quarterly basis, as the Directors consider
that both of these elements are important
components in the generation of Shareholder
returns. Further information can be found in
Notes 2 and 4 to the Financial Statements on
pages 78 and 79.
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
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Business Review
In addition, the Directors will consider
economic, regulatory and political trends and
factors that may impact on the Company’s
future development and performance.
Share Buy-backs
No Ordinary Shares were bought back in the
year to 31 March 2022 (2021: 1,992,511
Ordinary Shares bought back). As at 31 March
2022, and as at the date of this Annual Report,
1,992,511 Ordinary Shares of 10p each are
held in Treasury. Further information can be
found in Note 14 to the Financial Statements
on page 86.
At the forthcoming AGM, the Board will seek
the necessary Shareholder authority to continue
to conduct share buy-backs.
Statement of Compliance
with Investment Policy
The Company is adhering to its stated
investment policy and managing the risks arising
from it. This can be seen in various tables and
charts throughout this Annual Report, and from
the information provided in the Chairman’s
Statement (pages 2 to 3) and in the Manager’s
Property and Equity Reports (pages 4 to 24).
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
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33
Business Review
The Board’s Section 172 Duty and Stakeholder
Engagement
The Directors recognise the importance of an effective Board and its ability to discuss, review and
make decisions to promote the long-term success of the Company and protect the interests of its key
stakeholders. As required by Provision 5 of The AIC Code of Corporate Governance (the AIC Code)
(and in line with The UK Corporate Governance Code (the Code)), the Board has discussed the
Directors’ duty under Section 172 of the Companies Act and how the interests of key stakeholders
have been considered in the Board discussions and decision making during the year. This has been
summarised in the table below:
Stakeholder
Form of Engagement
Influence on Board decision making
Shareholders
AGM – Shareholders are encouraged to
attend the AGM and are provided with the
opportunity to ask questions and engage with
the Directors and the Manager. Shareholders
are also encouraged to exercise their right to
vote on the resolutions proposed at the AGM
(please refer to the Chairman’s Statement on
pages 2 to 3).
Shareholder documents – The Company
reports formally to Shareholders by publishing
Annual and Interim Reports, normally in June
and November each year.
Significant matters or reporting obligations
are disseminated to Shareholders by way of
announcement to the London Stock Exchange.
The Company Secretary acts as a key point of
contact for the Board and all communications
received from Shareholders are circulated to
the Board.
Other Shareholder events include investor
and wealth manager lunches and roadshows
organised by the Company’s Broker at which
the Manager is invited to present.
Dividend declarations – The Board recognises the
importance of dividends to Shareholders and takes
this into consideration when making decisions to
pay quarterly and propose final dividends for each
year. Further details regarding dividends for the
year under review can be found in the Chairman’s
Statement on pages 2 to 3.
Share buy-back policy – the Directors recognise
the importance to Shareholders of the Company
maintaining a buy-back policy and considered this
when establishing the current programme. Further
details can be found in this Business Review on
page 32, and in the Directors’ Report on page 41.
Shareholder communication and feedback from
the Broker feeds directly into the Board’s annual
strategy review, the asset allocation considerations
and the Manager’s guidance on desirable
investment characteristics.
Investee
companies
and assets
Quarterly Board Meetings – The Manager
reports to the Board on the Company’s
investment portfolio and the Directors
challenge the Manager where they feel it
is appropriate.
The Manager worked closely with all tenants
during the COVID-19 pandemic, and, as a
result,100% of all contracted rents due were
collected in the year to 31 March 2022.
The Directors are aware that the exercise of
voting rights is key to promoting good corporate
governance and, through the Manager, ensures
that the listed companies are encouraged to adopt
best practice corporate governance. The Board has
delegated the responsibility for monitoring the
listed companies to the Manager and has given
it discretion to vote in respect of the Company’s
holdings in the equity portfolio, in a way that
reflects the concerns and key governance matters
discussed by the Board.
Manager
Quarterly Board Meetings – The Manager
attends every Board Meeting and presents a
detailed portfolio analysis and reports on key
issues such as performance of the property and
equities portfolios.
The Directors and the Manager are cognisant
of the Company’s investment policy and the
strategy agreed by the Board, which the
Manager has been tasked with implementing,
which has resulted in a reduction in the number
of equity investments and an increase in the
number of properties held in the portfolio.
The Board engages constructively with the
Manager to ensure investments are consistent
with the agreed strategy and investment policy.
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
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34
Business Review
Stakeholder
Form of Engagement
Influence on Board decision making
Registrar
Review meetings and control reports.
The Directors review the performance of all third
party service providers; this includes ensuring
compliance with GDPR.
Depositary
and
Custodian
Regular statements and control reports
received, with all holdings and balances
reconciled.
The Directors review the performance of all third
party providers, including oversight of securing
the Company’s assets.
Advisers
The Company relies on the expert audit,
accounting and legal advice received from its
Auditor, Administrator and Legal Advisers.
The Directors review the performance of all third
party service providers.
There were no key decisions made in the year
to 31 March 2022 that require to be disclosed.
Employee, Environmental
and Human Rights Policy
As an investment trust company, the Company
has no direct employee or environmental
responsibilities, nor is it responsible for the
emission of greenhouse gases. Its principal
responsibility to Shareholders is to ensure that
the investment portfolio is properly managed
and invested. The Company has no employees
and, accordingly, has no requirement to report
separately on employment matters.
Management of the investment portfolio is
undertaken by the Investment Manager through
members of its portfolio management team. In
light of the nature of the Company’s business,
there are no relevant human rights issues and,
therefore, the Company does not have a human
rights policy.
Independent Auditor
The Company’s Independent Auditor is
required to report if there are any material
inconsistencies between the content of the
Strategic Report and the Financial Statements.
The Independent Auditor’s Report can be found
on pages 58 to 65.
Future Strategy
The Board and the Investment Manager intend
to maintain the strategic policies set out above
for the year ending 31 March 2023 as it is
believed that these are in the best interests of
Shareholders.
The Company’s Viability Statement is included
on pages 36 to 37.
Approval
This Business Review, and the Strategic Report
as a whole, was approved by the Board of
Directors and signed on its behalf by:
James Ferguson
Chairman
10 June 2022
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
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35
Directors’ Details
All Directors, other than Matthew Oakeshott, are members of the Audit and Management Engagement Committee and the
Nomination Committee.
All Directors, other than Matthew Oakeshott, are also directors of Value and Indexed Property Income Services Limited.
James Ferguson
Chairman
James Ferguson was appointed
as a Director in 1986 and as
Chairman in 1994. He joined
Stewart Ivory in 1970, became
chairman in 1989 and retired
in 2000. He is chairman of
The Scottish Oriental Smaller
Companies Trust PLC and Northern
3 VCT PLC. He is also the senior
independent director of The
Independent Investment Trust
PLC. James is a former deputy
chairman of the Association of
Investment Companies.
Matthew Oakeshott
Matthew Oakeshott, after
studying economics at Oxford
University and a period as
special adviser to Mr Roy Jenkins
as Home Secretary, joined
S.G.Warburg & Co in 1976 and
became a director of Warburg
Investment Management in 1978.
He was Investment Manager of
Courtaulds Pension Fund from
1981 to 1985. He is chairman of
OLIM Property Limited which
manages the Company’s property
and equity portfolios. Matthew
is one of the original founders
of the Company having served
previously on the Board from 1
April 2007 to 1 April 2019. He was
re-appointed as a Director on 10
September 2020.
John Kay
Sir John Kay is an economist
specialising in the application of
economics to business issues. He
has been chairman of London
Economics, has held chairs at
the London Business School
and Oxford University. John
was knighted in the Queen’s
2021 Birthday Honours List for
services to economics, finance
and business. He was appointed
as a Director on 4 February 1994
and is the Company’s Senior
Independent Director and Chair of
the Nomination Committee.
David Smith
David Smith retired from the legal
firm Shepherd and Wedderburn
LLP in 2008 where he was a
partner for 34 years, specialising
in commercial property. He was
appointed as a Director on 10
July 2009 and chairs the Audit
and Management Engagement
Committee.
Jo Valentine
Baroness Josephine Clare
Valentine was appointed as a
Director on 13 November 2020.
She is a crossbench member
of the House of Lords and her
other current non-executive roles
include vice chair of University
College London and chair of
Heathrow Southern Railway Ltd.
Jo is also a co-director of Place for
Business in the Community. Other
previous roles have included
chief executive of London First;
an investment banker at Barings
Bank; head of the corporate
finance and planning function
at The BOC Group; a National
Lottery commissioner; a member
of the Board of Governors for The
Peabody Trust, a London housing
association; a non-executive
director of HS2 and of Crossrail;
and a board member of a Triple
Point venture capital trust.
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
36
Directors’ Report
The Directors submit their report together
with the Financial Statements of the Group
and the Company for the year ended
31 March 2022. A summary of the financial
results for the year can be found in the
Highlights of the Year and Financial Record
in the Business Review on page 26. Details of
the final dividend for the year are set out in
the Chairman’s Statement and in the Business
Review within the Strategic Report. The
Statement of Corporate Governance, which
forms part of this Directors’ Report, is shown
on pages 46 to 51.
Principal Activity and
Status
The Company has applied for and has been
accepted as an approved investment trust under
Sections 1158 and 1159 of the Corporation Tax
Act 2010 and Part 2, Chapter 1 of Statutory
Instrument 2011/2999. This approval relates to
accounting periods commencing on or after 1
April 2012. The Directors are of the opinion that
the Company has conducted its affairs so as to
be able to retain such approval. The Company
intends to manage its affairs so that its Ordinary
Shares continue to be a qualifying investment for
inclusion in the stocks and shares component of
an Individual Savings Account.
The Company is a member of the AIC and its
Ordinary Shares are listed on the London Stock
Exchange.
Regulatory Status
As an investment trust company pursuant
to Section 1158 of the Corporation Tax Act
2010, the rules of the FCA in relation to
non-mainstream investment products do not
apply to the Company.
Going Concern
The Group and the Parent Company’s
business activities, together with the factors
likely to affect their future development and
performance, are set out in the Directors’
Report, and the financial position of the Group
and of the Parent Company is described in
the Chairman’s Statement within the Strategic
Report. In addition, Note 21 to the Financial
Statements includes: the policies and processes
for managing the financial risks; details of the
financial instruments; and the exposures to
market price risk, interest rate risk, liquidity
risk, credit risk and price risk sensitivity. The
Directors believe that the Group and the Parent
Company are well placed to manage their
business risks.
Following a detailed review, the Directors have
a reasonable expectation that the Group and
the Parent Company have adequate financial
resources to enable them to continue in
operational existence for the foreseeable future,
being at least 12 months from approval of the
Financial Statements, and accordingly, they have
continued to adopt the going concern basis (as
set out in Note 1(b) to the Financial Statements
on pages 73 and 74) when preparing the Annual
Report and Financial Statements.
Viability Statement
For the purposes of this Viability Statement,
references to “the Company” shall include
the Group and the Parent Company. In
accordance with Provision 31 of the UK
Corporate Governance Code, published in
July 2018 and Principle 36 of the AIC Code of
Corporate Governance, published in February
2019 (the Codes), the Board has considered
the Company’s prospects and risks for the
forthcoming five-year period to 31 March
2027. The Board considers that this five-year
period is appropriate for an investment trust
company of its size and based on the financial
position of the Company as detailed in the
Chairman’s Statement, the Manager’s Property
and Equity Reports and the Business Review of
this Annual Report.
Directors’ Report
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
37
In making this statement, the Board carried
out a robust assessment of the principal and
emerging risks facing the Company as set out in
the Business Review, including those that might
threaten its business model, future performance,
solvency, or degree of liquidity within the
portfolio. The Board concentrated its efforts
on the major factors that affect the economic,
regulatory and political environment, including
the COVID-19 pandemic, the UK’s departure
from the EU and the situation in Ukraine.
The Board has considered the Company’s
financial position and its ability to liquidate
its portfolio and meet its liabilities and draws
attention to the following points which the
Board took into account in its assessment of the
Company’s future viability:-
a)
The property portfolio was valued at
£155.8m as at 31 March 2022 and is
securing a debenture stock expiring in
2026 and loan facilities expiring in 2026
and 2033 against a required £75.0m.
b)
The Company’s equity investments are
traded on a major stock exchange.
c)
The Company is closed ended in nature
and, therefore, does not require to sell
investments when Shareholders wish to
sell their shares.
d)
The Board has considered the risks faced
by the Company as detailed in the Business
Review and referred to in Note 21 to the
Financial Statements on pages 89 to 94
and have concluded that the Company
would be able to take appropriate action
to protect the value of the Company.
e)
Due to the nature of the business of the
Company and the nature of its investments
and to the Company’s long history, the
Board are able to conclude that expenses
are predictable and modest in relation
to asset values. There is a significant
proportion of expenses on an ad valorem
basis (management fees to 31 March 2022
are 21% of total expenses) which reduces
as NAV declines. Expenses including
interest were covered 1.43 times by income
in the year.
f)
There are no capital commitments
currently foreseen that would alter the
Board’s view.
g)
Details of the financial covenants which
the Company complies with are detailed
in Note 12 to the Financial Statements on
pages 85 and 86.
In assessing the Company’s future viability, the
Board have assumed that investors will wish to
continue to have exposure to the Company’s
activities, in the form of a closed ended entity;
performance will continue to be satisfactory;
and the Company will continue to have access
to sufficient capital.
Accordingly, given the above, the Board has
concluded that there is a reasonable expectation
that the Company will be able to continue in
operation and meet its liabilities as they fall due
over the five years ending 31 March 2027.
Financial Instruments
The Company’s financial instruments comprise
its investment portfolio, cash balances and
debtors and creditors that arise directly from
its operations, including accrued income and
purchases and sales awaiting settlement. The
main risks that the Company faces arising from
its financial instruments are disclosed in Note
21 to the Financial Statements.
Global Greenhouse Gas
Emissions
The Company is a low energy user and
is, therefore, exempt from the reporting
obligations under the Companies (Director’s
Report) and Limited Liability Partnerships
(Energy and Carbon Report) Regulations 2018,
which implement the Government’s policy on
Streamlined Energy and Carbon Reporting
(SECR). The Company has no greenhouse gas
emissions to report from the operations of the
Company, nor does it have responsibility for
any emissions producing sources, including
those within its underlying investment portfolio
under Part 7 of Schedule 7 to the Large
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
38
Directors’ Report
and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008,
as amended.
Share Capital and Voting
Rights
As at 31 March 2022, and as at the date of
approval of this Annual Report, the Company’s
share capital comprised 43,557,464 Ordinary
Shares of 10p nominal value in issue and
1,992,511 Ordinary Shares of 10p nominal
value held in Treasury (31 March 2021:
43,557,464 Ordinary Shares of 10p nominal
value in issue and 1,922,511 Ordinary Shares
of 10p nominal value in Treasury).
Each Ordinary Share in issue entitles the holder
to one vote on a show of hands and, on a poll,
to one vote for every share held.
Directors
Biographies of the current Directors are shown
in the Directors’ Details section on page 35 of
this Annual Report.
The Directors’ interests in the shares of the
Company at the year end are shown in the
table on page 45. The Directors’ interests were
unchanged at the date of this Annual Report.
The Company’s Articles of Association (the
Articles) require that each Director shall retire
and seek re-election at every third Annual
General Meeting (AGM). A Director appointed
during the year is required, under the provisions
of the Company’s Articles, to retire and seek
election by Shareholders at the next AGM.
The Directors take the view, in line with the
AIC Code of Corporate Governance (AIC
Code), that independence is not compromised
by length of service on the Board and that
experience can add significantly to the
Board’s strength.
Accordingly, all Directors who served during
the year, other than Matthew Oakeshott, are
considered by the Board to be independent of
the Company and the Investment Manager
and free of any material relationship with the
Investment Manager. Matthew Oakeshott is not
considered to be independent as he is chairman
of OLIM Property, the Investment Manager,
and a substantial Shareholder.
Notwithstanding the provisions in the Articles,
in accordance with the AIC Code, the Board
has agreed that all Directors should be subject
to annual re-election.
It was announced in the 2021 Annual Report
that James Ferguson intended to retire during
the course of 2022. As referred to in the
Chairman’s Statement on page 3 of this Annual
Report, James Ferguson will retire from the
Board following the conclusion of the 2022
AGM and the Board has agreed to appoint
John Kay as Chairman. John will assume the
role of Chairman following the conclusion of
the 2022 AGM.
The Nomination Committee reviewed the
skills, experience and independence of John
Kay, Matthew Oakeshott, David Smith and
Jo Valentine, being the Directors standing
for re-election, and has no hesitation in
recommending to the Board and to Shareholders
their re-election as Directors at the AGM.
The Board confirms that, following a formal
process of evaluation, the performance of each
Director standing for re-election continues to be
effective and all Directors have demonstrated
commitment to their roles.
John Kay is an economist with over 35 years
investment trust experience and was knighted
in the Queen’s 2021 Birthday Honours
List for services to economics, finance and
business. John is currently the Company’s
Senior Independent Director and Chair of
the Nomination Committee, however, when
he assumes the role of Chairman following
James Ferguson’s retirement, Jo Valentine
will be appointed as the Company’s Senior
Independent Director and David Smith will be
appointed Chair of the Nomination Committee.
Directors’ Report
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
39
Matthew Oakeshott is one of the original
founders of the Company and had served on
the Board previously for a number of years.
He has extensive investment trust experience
and is the chairman of OLIM Property
Limited, (OLIM Property) the Company’s
Investment Manager.
David Smith was a partner in the legal firm
Shepherd & Wedderburn LLP for 34 years,
specialising in commercial property. David
is the Chair of the Audit and Management
Engagement Committee.
Jo Valentine has extensive corporate finance
experience and has previously worked as
an investment banker with many years’
experience in holding senior positions on
other boards.
Further information on the qualifications,
skills and experience of the Directors subject
to re-election can be found in the Directors’
Details section on page 35 of this Annual
Report.
The Board believes that, for the above
reasons, the contribution of each Director
continues to be important to the continued
long-term success of the Company, as the
combined skills and experience ensure a
balanced Board of Directors with a wealth
of knowledge and understanding in the key
areas that are relevant to the Company. It is,
therefore, believed to be in the best interests
of Shareholders that those Directors standing
for re-election be re-elected and Resolutions to
this effect will be proposed at the 2022 AGM.
Investment Management
The Company complies with the AIFMD
which came into force on 22 July 2014. An
investment management agreement was entered
into by the Company (effective from 22 July
2014) in which the Company appointed VIS, a
wholly owned subsidiary of the Company, as its
AIFM. Under a separate updated and restated
investment management agreement entered
into by the Company and VIS on 15 May 2015
(and further revised on 20 September 2018
and 5 November 2020), VIS has contractually
delegated its management responsibilities for
the property and equities portfolios to OLIM
Property.
The investment management agreement
provides that, with effect from 1 October 2020,
VIP shall pay to OLIM Property a management
fee of 0.6% per annum of the total value of
VIP’s assets which are managed by OLIM
Property (such assets being valued at quarterly
valuation dates on 31 March, 30 June, 30
September and 31 December in each year).
There is no performance fee.
Accordingly, during the year ended 31 March
2022, OLIM Property received an annual
investment management fee of £1,090,000
(2021 - £479,000) excluding VAT.
The Directors, together with the Audit and
Management Engagement Committee and the
Directors of VIS, review the performance of
the Investment Manager and review the terms
and conditions of its appointment on a regular
basis.
Following this review, the Directors are satisfied
that the continuing appointment of OLIM
Property as Investment Manager is in the best
interests of Shareholders as a whole, as the
Company benefits from the specialised team of
investment professionals within OLIM Property.
The costs and expenses of VIS are also met by
the Company.
An additional fee is payable to the Company
Secretary, Maven Capital Partners UK
LLP, in respect of company secretarial and
administrative services.
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
40
Directors’ Report
Substantial Interests
As at 31 March 2022, the only persons known
to the Company who, directly or indirectly,
were interested in 3% or more of the issued
ordinary share capital of the Company were as
follows:
Shareholder
Number of
Ordinary
Shares
% held
RATHBONE NOMINEES
LIMITED*
12,886,733
29.59%
INTERACTIVE INVESTOR
SERVICES NOMINEES LIMITED
6,542,763
15.02%
HARGREAVES LANSDOWN
(NOMINEES) LIMITED
4,765,120
10.94%
SMITH & WILLIAMSON
NOMINEES LIMITED
1,356,674
3.11%
*
Included in the Rathbones Nominees Limited holding is
11,555,000 Ordinary Shares (26.5%) held by Matthew Oakeshott.
As at 8 June 2022, being the last practicable
date prior to the publication of this Annual
Report, the only persons known to the
Company who, directly or indirectly, were
interested in 3% or more of the Company’s
issued ordinary share capital were as follows:
Shareholder
Number of
Ordinary
Shares
% held
RATHBONE NOMINEES LIMITED*
12,826,733
29.45
INTERACTIVE INVESTOR SERVICES
NOMINEES LIMITED
6,661,453
15.29
HARGREAVES LANSDOWN
(NOMINEES) LIMITED
4,890,614
11.23
SMITH & WILLIAMSON
NOMINEES LIMITED
1,483,166
3.41%
*
Included in the Rathbones Nominees Limited holding is
11,555,000 Ordinary Shares (26.5%) held by Matthew Oakeshott.
Independent Auditor
BDO LLP were appointed as the Company’s
Independent Auditor on 19 March 2020.
The Directors are of the view that the
Company’s Independent Auditor should
continue in office and Resolutions 8 and 9 will
be proposed at the 2022 AGM to propose the
re-appointment of BDO LLP and to authorise
the Directors to fix its remuneration. The
Directors have received assurances from BDO
LLP that they are independent and objective and
the Directors remain satisfied that objectivity
and independence is being safeguarded by BDO
LLP. No non-audit services were provided by
BDO LLP to the Company and, accordingly, no
non-audit fees were paid to BDO LLP during the
year to 31 March 2022.
The Directors confirm that, as far as they
are each aware, as at the date of this Annual
Report, there is no relevant audit information
of which the Company’s Independent Auditor
is unaware, and that each Director has taken
all the steps that they might reasonably
be expected to have taken as a Director
to make themselves aware of any relevant
audit information and to establish that the
Company’s Independent Auditor was aware of
that information.
Additional Information
Information relating to dividends, likely future
developments and important events since
the year end are detailed in the Chairman’s
Statement on pages 2 to 3 and in the
Business Review on pages 25 to 34. Where
not provided elsewhere in the Directors’
Report, the following additional information
is required to be disclosed by the Large
and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008.
There are no restrictions on the transfer of
Ordinary Shares in the Company, or their
related voting rights, other than certain
restrictions which may from time to time be
imposed by law (for example, the Market
Abuse Regulation). The Company is not aware
of any agreements between Shareholders that
may result in a transfer of securities and/or
voting rights.
The Company’s Articles may only be amended
by the passing of a Special Resolution at a
general meeting of Shareholders.
Annual General Meeting
The Notice of the Annual General Meeting,
which will be held on Friday, 8 July 2022
at 12.30pm at the offices of Shepherd &
Wedderburn LLP, 1 Exchange Crescent,
Conference Square, Edinburgh EH3 8UL and
related notes may be found on pages 101 to
106 of this Annual Report.
Directors’ Report
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
41
The Board encourages Shareholders to vote at
the AGM and votes can be submitted by hard
copy proxy form, via CREST, or electronically
using the Registrar’s share portal service at
www.investorcentre/eproxy
. Please refer to the
notes to the Notice of Annual General Meeting
on pages 103 to 106 of this Annual Report.
The Notice of Annual General Meeting is
normally sent out at least 20 working days in
advance of the meeting.
Among the Resolutions being put to the AGM,
the following is a more detailed explanation
of Resolutions 10 to 13. Resolutions 1 to 9
are self-explanatory and require no further
explanation.
Issue of Ordinary Shares by the Company
Resolution 10, which is an Ordinary
Resolution, will, if passed, renew the
Directors’ authority to allot new Ordinary
Shares up to a nominal value of £435,574.
This will allow the Directors to allot up
to 4,355,740 Ordinary Shares (being
approximately 10% of the total ordinary
issued share capital of the Company as at the
date of the Notice of Annual General Meeting
set out on pages 101 to 106 of this Annual
Report) (excluding Treasury shares).
During the year ended 31 March 2022, no
Ordinary Shares were allotted (2021: nil).
Limited Disapplication of Pre-emption rights
Resolution 11, which is a Special Resolution, will,
if passed, renew the Directors’ existing authority
to allot new shares or sell Treasury shares for
cash without the shares first being offered to
existing Shareholders in proportion to their
existing holdings. This will give the Directors
authority to make limited allotments or sell
shares from Treasury of up to a nominal value
of £435,574, being up to 4,355,740 Ordinary
Shares, representing approximately 10% of the
total ordinary issued share capital. The authority
to issue shares on a non pre-emptive basis
includes shares held in Treasury (if any) which the
Company sells or transfers, including pursuant to
the authority conferred by Resolution 10. Since
the introduction of The Companies (Acquisition
of Own Shares) (Treasury Shares) Regulations
2003 on 1 December 2003, a listed company
is able to hold shares that it has repurchased in
Treasury rather than cancel them.
New Ordinary Shares will only be issued
at prices representing a premium to the last
published net asset value per share.
Purchase of the Company’s Ordinary Shares
During the year ended 31 March 2022, no
shares were bought back by the Company to
be held in Treasury, (2021: 1,992,511 shares
bought back and held in Treasury).
As at the date of the approval of this Annual
Report, there were 1,992,511 Ordinary Shares
held in Treasury.
The Company’s buy back authority was last
renewed at the AGM held on 23 July 2021.
Special Resolution 12 renews the Board’s
authority to make market purchases of the
Company’s Ordinary Shares in accordance
with the provisions contained in the
Companies Act 2006 and the FCA Listing
Rules. Accordingly, the Company will seek
the authority to purchase up to a maximum of
14.99% of the issued ordinary share capital
(excluding Treasury shares) at the date of
passing of Resolution 12 (being approximately
6,529,263 Ordinary Shares as at the latest
practicable date prior to the publication of
this Annual Report) at a minimum price of
not less than 10 pence per share (being the
nominal value). Under the Listing Rules of
the FCA, the maximum price that may be
paid on the exercise of this authority must not
exceed the higher of: (i) 105% of the average
of the middle market quotations (as derived
from the Daily Official List of the London
Stock Exchange) for the shares over the five
business days immediately preceding the date
of purchase; and (ii) the higher of the last
independent trade and the highest current
independent bid on the trading venue on
which the purchase is carried out.
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
42
Directors’ Report
The authorities being sought under
Resolutions 10, 11 and 12 shall expire at the
conclusion of the AGM in 2023 or, if earlier,
on the expiry of 15 months from the date
of the passing of Resolutions 10, 11 and 12
unless such authority is renewed prior to such
time. The Directors will only exercise these
authorities if they believe it is advantageous
and in the best interests of Shareholders
and would result in an increase in the net
asset value per share. Any Ordinary Shares
purchased shall either be cancelled or held in
Treasury.
Notice of Meeting
Under the Companies Act 2006, the notice
period for the holding of general meetings
of the Company is 21 clear days unless
Shareholders agreed to a shorter notice
period and certain other conditions are met.
Resolution 13, which is a Special Resolution,
will be proposed to authorise the Directors
to call general meetings of the Company
(other than AGMs) on not less than 14 clear
days’ notice, as permitted by the Companies
Act 2006 amended by the Companies
(Shareholders’ Rights) Regulations 2009.
It is currently intended that this flexibility to
call general meetings on shorter notice will
only be used for non-routine business and
where considered to be in the interests of all
Shareholders. If Resolution 13 is passed, the
authority to convene general meetings on not
less than 14 clear days’ notice will remain
effective until the conclusion of the AGM in
2023 or, if earlier, on the expiry of 15 months
from the date of passing of Resolution 13,
unless renewed prior to such time.
Recommendation
Your Board considers Resolutions 1 to 10
inclusive, which are all Ordinary Resolutions,
and Resolutions 11 to 13 inclusive, which
are all Special Resolutions, to be in the best
interests of the Company and most likely to
promote the success of the Company for the
benefit of its members as a whole. Accordingly,
your Board unanimously recommends that
Shareholders vote in favour of Resolutions
1 to 13 inclusive to be proposed at the AGM
to be held on Friday, 8 July 2022.
By order of the Board
Maven Capital Partners UK LLP
Company Secretary
10 June 2022
Directors’ Remuneration Report
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
43
This report has been prepared in accordance
with the requirements of the Companies
Act 2006. An Ordinary Resolution for the
approval of this report will be put to the
members of the Company at the forthcoming
AGM. The law requires the Company’s
Auditor to audit certain of the disclosures
provided. Where disclosures have been
audited, they are indicated as such and the
Auditor’s opinion is included in their report
on pages 58 to 65.
The Nomination Committee of the Board,
chaired by John Kay, fulfils the functions
of a remuneration committee in relation to
setting the level of Directors’ fees and the
Remuneration Policy. As none of the Directors
is an executive director, the Company is not
required to comply with the Principles of the
UK Corporate Governance Code in respect of
executive directors’ remuneration. Following
the 2022 AGM, when John Kay will assume
the role of Chairman of the Company,
David Smith will be appointed Chair of the
Nomination Committee.
As at 31 March 2022, and as at the date of
this Annual Report, the Company had five
Directors and their biographies are shown
in the Directors’ Details section on page 35
of this Annual Report. The names of the
Directors who served during the year together
with the fees paid during the year are shown in
the table on page 44.
Remuneration Policy
The Company’s policy is that the
remuneration of the Directors should reflect
the experience of the Board as a whole and
be fair and comparable with that of other
investment trust companies that are similar
in size, have a similar capital structure and
a similar investment objective. Directors are
remunerated in the form of fees, payable
monthly in arrears, to the Director personally
or to a third party specified by him or her. The
fees for the Directors are determined within
the limits set out in the Company’s Articles
of Association, which limit the aggregate of
the fees payable to the Directors to £200,000
and the approval of Shareholders in general
meeting would be required to change this
limit. It is intended that the fees payable
to the Directors should reflect their duties,
responsibilities, and the value and amount of
time committed to the Company’s affairs, and
should also be sufficient to enable candidates
of a high quality to be recruited and retained.
The Directors do not receive bonuses, pension
benefits, share options, long-term incentive
schemes or other benefits, and the fees are
not specifically related to the Directors’
performance, either individually or collectively.
A copy of the Remuneration Policy may be
inspected by the members of the Company at
its registered office.
It is the Board’s intention that the above
Remuneration Policy be put to a Shareholders’
vote at least once every three years and, as a
resolution was approved at the AGM held in
2020, an Ordinary Resolution for its approval
for the three years to 31 March 2026 will next
be proposed at the 2023 AGM.
At the AGM held on 3 September 2020, the
result in respect of the Ordinary Resolution to
approve the Directors’ Remuneration Policy
for the three years to 31 March 2023 was as
follows:
Percentage of
votes cast for
Percentage of
votes cast against
Number of
votes withheld
Remuneration
Policy
99.5
0.5
275,095
During the year ended 31 March 2022,
the Board was not provided with advice
or services by any person in respect of its
consideration of the Directors’ remuneration.
However, in the application of the Board’s
policy on Directors’ remuneration, as defined
above, the Committee expects, from time to
time, to review the fees paid to the directors of
other investment trust companies.
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
44
Directors’ Remuneration Report
During the year ended 31 March 2022, the Nomination Committee carried out a review of the
remuneration policy and the level of Directors’ fees and agreed that the rates of remuneration
should remain unchanged for a second year and will remain at the current level for the year to
31 March 2023, being £30,000 for the Chairman, £24,500 for the Chairman of the Audit and
Management Engagement Committee and £22,000 for each other Director.
An Ordinary Resolution to approve this Directors’ Remuneration Report will be put to
Shareholders at the 2022 AGM. At the AGM held on 23 July 2021, the result in respect of
the Ordinary Resolution to approve the Directors’ Remuneration Report for the year ended
31 March 2021 was as follows:
Percentage of
votes cast for
Percentage of
votes cast against
Number of
votes withheld
Remuneration
Report
99.18
0.82
716,914
Directors’ Fees and Total Remuneration (audited)
The Company does not have any employees and Directors’ remuneration comprises solely of
Directors’ fees. The Directors’ fees for the years ended 31 March 2021 and 31 March 2022, and
projected fees for the year ending 31 March 2023, respectively are as follows:
Directors’ fees
(fixed)
Year ended
31 March 2021
£
Directors’ fees
(fixed)
Year ended
31 March 2022
£
%
change for
the year to
31 March 2021
%
change for
the year to
31 March 2022
Directors’ fees
(fixed)
Year ending
31 March 2023
£
James Ferguson (Chairman)
1
30,000
30,000
3.9
0.0
8,137
John Kay
2
22,000
22,000
4.8
0.0
27,830
Dominic Neary
3
22,000
6,860
4.8
0.0
N/A
Matthew Oakeshott
4
-
-
-
-
-
David Smith (Chair of the Audit and
Management Engagement Committee)
24,500
24,500
4.3
0.0
24,500
Jo Valentine
5
8,433
22,000
N/A
0.0
22,000
Total
106,933
105,360
82,467
1
James Ferguson will retire as Chairman and from the Board following the conclusion of the 2022 AGM.
2
John Kay will be appointed Chairman following the conclusion of the 2022 AGM.
3
Dominic Neary retired from the Board following the conclusion of the 2021 AGM.
4
Matthew Oakeshott was appointed as a Director on 10 September 2020. No additional fees are payable to Mr Oakeshott for his services as
a Director.
5
Jo Valentine was appointed as a Director on 13 November 2020.
The above amounts exclude any employers’ national insurance contributions, if applicable.
No other form of remuneration was received by the Directors and no Director has received
any taxable expenses, compensation for loss of office or non-cash benefit for the year ended
31 March 2022 (2021: £nil).
Directors do not have service contracts, but new Directors are provided with a letter of
appointment. The terms of appointment provide that Directors should retire and be subject to
election at the first AGM after their appointment. The Company’s Articles require all Directors
to retire by rotation at least every three years. As noted in the Directors’ Report, the Board has
decided that, in accordance with the AIC Code, all Directors should stand for annual re-election.
There is no notice period and no provision for compensation upon early termination of
appointment, save for any arrears of fees which may be due.
During the year ended 31 March 2022, no communication had been received from Shareholders
regarding Directors’ remuneration.
Directors’ Remuneration Report
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
45
Relative Cost of
Directors’ Remuneration
The chart below shows, for the years ended
31 March 2021 and 31 March 2022, the cost
of Directors’ fees compared with the level of
dividend distribution.
Dividends
2022
Directors’
fees 2022
Dividends
2021
Directors’
fees 2021
Relative Cost of Directors‘ Remuneration (£‘000)
-
1,000,000
2,000,000
3,000,000
4,000,000
5,000,000
6,000,000
£’000
As noted in the Strategic Report, none of
the Directors is executive and, therefore, the
Company does not have a chief executive officer,
nor does it have any employees. In the absence
of a chief executive officer or employees, there is
no related information to disclose.
Directors’ and Officers’
Liability Insurance
The Company purchases and maintains
liability insurance covering the Directors and
Officers of the Company. This insurance is not
a benefit in kind, nor does it form part of the
Directors’ remuneration.
Company Performance
The Board is responsible for the Company’s
investment strategy and performance, although
the management of the Company’s investment
portfolio is delegated to the Investment Manager
through the investment management agreement,
as referred to in the Directors’ Report.
The graph below compares the total returns
on an investment of £100 in the Ordinary
Shares of the Company, for each annual
accounting period for the ten years to
31 March 2022, assuming all dividends are
reinvested, with the total shareholder return
on a notional investment of £100 made up
of shares of the same kinds and number as
those by reference to which the FTSE All-
Share Index is calculated. This index was
chosen for comparison purposes as it was the
most relevant to the Company’s investment
portfolio for the ten year period under review.
VIP Share Price Total Return
2019
2022
2021
2020
2017
2018
2016
2015
2014
Year
Total Return
Cumulative total return for the ten year period ended 31 March 2022
(figures rebased to 100)
0
80
120
160
40
200
240
280
320
360
FTSE All-Share Total Return
2013
(Source: London Stock Exchange)
Directors’ Interests
(Audited)
The Directors’ interests in the share capital
of the Company as at 31 March 2022 and as
at the date of this Annual Report are shown
below. There is no requirement for Directors
to hold shares in the Company.
31 March 2022
Ordinary Shares
of 10p each
31 March 2021
Ordinary Shares
of 10p each
James Ferguson
749,000
749,000
John Kay
238,114
238,114
John Kay – Family
19,274
19,274
John Kay – as Trustee
74,830
74,830
Matthew Oakeshott &
family
4,500,000
4,500,000
Matthew Oakeshott – the
AIL Pension Scheme
2,555,000
2,555,000
Matthew Oakeshott - The
Coltstaple Charitable Trust
4,500,000
4,500,000
David Smith
19,320
19,320
Jo Valentine
13,500
13,500
Approval
The Directors’ Remuneration Report was
approved by the Board of Directors and signed
on its behalf by:
John Kay
Director
10 June 2022
Statement of Corporate Governance
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
46
The Company is committed to, and is
accountable to the Company’s Shareholders
for, a high standard of corporate governance.
The Board has put in place a framework
for corporate governance that it believes is
appropriate for an investment trust company
and enables it to comply with The UK
Corporate Governance Code (the Code),
which is available from the website of the FRC
at
www.frc.org.uk
.
During the year under review, the Company
was a member of the Association of Investment
Companies (AIC), which published a revised
version of its own AIC Code of Corporate
Governance (the AIC Code) in February 2019.
The Board has adopted the principles of the
AIC Code and reports on compliance with these
below. The AIC Code provides a comprehensive
guide to best practice in certain areas of
governance where the specific characteristics of
investment trusts suggest alternative approaches
to those set out in the Code.
The key requirements of the AIC Code
include:
•
a requirement for the annual re-election of
all directors of all investment companies;
•
a requirement that a board should
understand the views of its company’s key
stakeholders and describe in the annual
report how their interests and the matters
set out in Section 172 of the Companies
Act 2006 (the duty to promote the success
of the company) have been considered in
board discussions and decision making;
•
that the chairman of an investment
company may now remain in post
beyond nine years from the date
of first appointment by the board.
Notwithstanding this more flexible
approach, the board is required to
determine and disclose a policy on the
tenure of the chairman.
The AIC Code is available from the AIC
website at
www.theaic.co.uk
.
This Statement of Corporate Governance
forms part of the Directors’ Report.
Application of the
Main Principles of the
AIC Code
This statement describes how the main
principles identified in the AIC Code have
been applied by the Company throughout
the year, as is required by the Listing Rules of
the FCA.
The Board has considered the Principles and
Provisions of the AIC Code, which address the
Principles and Provisions set out in the Code,
as well as setting out additional Provisions
on issues that are of specific relevance to the
Company. The Board considers that reporting
against the Principles and Provisions of the
AIC Code, which has been endorsed by the
FRC, provides more relevant information to
Shareholders. The endorsement by the FRC
means that by reporting against the AIC
Code, the Company is meeting its obligations
under the Code and the associated disclosure
requirements of the Listing Rules, and as
such does not need to report further on issues
contained in the Code which are irrelevant to
them. These include:
•
Provision 9 (dual role of chairman and
chief executive);
•
Provision 19 (tenure of the chair);
•
Provision 25 (internal audit function); and
•
Provision 33 (executive remuneration).
The Board is of the opinion that the Company
has complied fully with the Principles and
Provisions of the AIC Code.
Statement of Corporate Governance
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
47
The Board
As at the date of this Annual Report, the
Board consists of one female and four male
Directors. Biographies of the current Directors
are shown on page 35 and indicate their high
level and range of investment, industrial,
commercial and professional experience. John
Kay is the Company’s Senior Independent
Director.
Other than Matthew Oakeshott, who is
chairman of OLIM Property and a substantial
Shareholder, all other Directors who served
during the year are considered by the Board
to be independent of the Investment Manager
and free of any material relationship with
the Investment Manager. The Board sets the
Company’s values and objectives and ensures
that its obligations to Shareholders are met.
It has formally adopted a schedule of matters
which are required to be brought to it for
decision, thus ensuring that it maintains
full and effective control over appropriate
strategic, financial, operational and
compliance issues. These matters include:
•
the maintenance of clear investment
objectives and risk management policies;
•
the monitoring of the business activities
of the Company including investment
performance and revenue budgets;
•
Companies Act requirements such
as the approval of the periodic
financial statements and approval and
recommendation of any dividends;
•
major changes relating to the Company’s
structure, including any share buy backs
and share issues;
•
succession planning including Board
appointments and removals and the
related terms;
•
the appointment and removal of the
AIFM, the Investment Manager and the
terms and conditions of the investment
management agreement relating thereto;
•
terms of reference and membership of
Board Committees; and
•
London Stock Exchange/ Financial Conduct
Authority matters, including responsibility
for approval of all circulars, listing
particulars and approval of all releases
concerning matters decided by the Board.
The Board has a procedure in place to
deal with a situation where a Director has
a conflict of interest, as required by the
Companies Act 2006.
There is an agreed procedure for Directors
to take independent professional advice, if
necessary, at the Company’s expense.
The Directors have access to the advice and
services of the Company Secretary, Maven
Capital Partners UK LLP, through its appointed
representatives who are responsible to the Board:
•
for ensuring that Board procedures are
complied with;
•
under the direction of the Chairman, for
ensuring good information flows within
the Board and its Committees; and
•
for advising on corporate governance
matters.
An induction meeting will be arranged on the
appointment of any new Director, covering
details about the Company, the AIFM, the
Investment Manager, legal responsibilities and
investment trust industry matters. Directors
are provided, on a regular basis, with key
information on the Company’s policies,
regulatory and statutory requirements and
internal controls. Changes affecting Directors’
responsibilities are advised to the Board as
they arise.
James Ferguson is Chairman of the Company.
John Kay is the Company’s Senior Independent
Director and Chair of the Nomination
Committee as the other Directors consider that
he has the skills and experience relevant to
that role. There is no Remuneration Committee
Statement of Corporate Governance
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
48
as the Nomination Committee is responsible
for considering appointments to the Board and
reviewing the level of Directors’ fees. As referred
to elsewhere in this Annual Report, when John
Kay assumes the role of Chairman following
the conclusion of the 2022 AGM, Jo Valentine
will be appointed as the Company’s Senior
Independent Director and David Smith will be
appointed Chair of the Nomination Committee.
David Smith is Chair of the Audit and
Management Engagement Committee as the
other Directors consider that he has the skills
and experience relevant to that role.
The Board meets at least four times each year.
The primary focus of quarterly Board Meetings
is a review of investment performance and
related matters including asset allocation, peer
group information and industry issues. Between
meetings, the Board maintains contact with the
Investment Manager and has access to senior
members of the management teams and to the
company secretarial team.
During the year ended 31 March 2022, the
Board held four Board Meetings (with one
Board Meeting including discussions relating to
strategy); and three Board Committee Meetings
to approve the release of financial results and
approve a change to one of the loan agreements;
In addition, there were two meetings of the
Nomination Committee and three meetings
of the Audit and Management Engagement
Committee.
Accordingly, Directors have attended Board
and Committee Meetings during the year
ended 31 March 2022
1
as follows:
Director
Board
Board
Committee
Audit and
Management
Engagement
Committee
Nomination
Committee
James Ferguson
4 (4)
3 (3)
3 (3)
2 (2)
John Kay
4 (4)
1 (3)
3 (3)
2 (2)
Dominic Neary
2
1 (2)
0 (1)
2 (2)
1 (1)
Matthew
Oakeshott
4 (4)
3 (3)
N/A
N/A
David Smith
4 (4)
1 (3)
3 (3)
2 (2)
Jo Valentine
4 (4)
1 (3)
2 (3)
2 (2)
1
The number of meetings which the Directors were eligible to attend is
in brackets.
2
Dominic Neary retired as a Director on 23 July 2021.
To enable the Board to function effectively
and allow Directors to discharge their
responsibilities, full and timely access is given
to all relevant information. In the case of Board
Meetings, this consists of a comprehensive set
of papers, including the Investment Manager’s
review and discussion documents regarding
specific matters. The Directors make further
enquiries when necessary.
The Nomination Committee has undertaken
a formal performance evaluation of the
Chairman, the other Directors and the Board as
a whole. The evaluation of the Chairman is led
by the Senior Independent Director, John Kay.
Directors’ Terms of
Appointment and Policy
on Tenure
All Directors are appointed for an initial
period of three years, subject to re-election and
Companies Act provisions and, in accordance
with the Articles, stand for election at the first
AGM following their appointment. The Articles
state that Directors must offer themselves
for re-election at least once every three years.
Notwithstanding the Articles, the Board has
determined that in accordance with the AIC
Code, all Directors should be subject to annual
re-election.
The Board subscribes to the view expressed
in the AIC Code that long-serving Directors
should not be prevented from forming part of
an independent majority. It does not consider
that a Director’s tenure necessarily reduces his
ability to act independently and, following a
formal performance evaluation, believes that
each Director is independent in character and
judgement and that there are no relationships
or circumstances which are likely to affect the
judgement of any Director. The Board’s policy
on tenure is that continuity and experience
are considered to add significantly to the
strength of the Board and, as such, no limit
on the overall length of service of any of the
Company’s Directors, including the Chairman,
has been imposed. The policy on tenure and
the independence of each Director is reviewed
on an annual basis, before the re-election of
any Director is recommended, and the Board
Statement of Corporate Governance
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
49
considers the need for regular refreshment of
the Directors prior to doing so. The Company
has no executive Directors or employees.
Committees
Each of the Committees has been established
with written terms of reference. The terms of
reference of each of the Committees, which
are available on request from the Registered
Office of the Company, are reviewed and re-
assessed for their adequacy at least annually.
Audit and Management
Engagement Committee
Information regarding the composition,
responsibilities and activities of the Audit and
Management Engagement Committee is detailed
in the Report of the Audit and Management
Engagement Committee on pages 54 to 57.
Nomination Committee
The Nomination Committee comprises all of
the independent Directors and is chaired by
John Kay. Matthew Oakeshott is not a member
of the Nomination Committee as he is not
considered by the Board to be independent. As
the Board has not established a Remuneration
Committee, the Nomination Committee fulfils
the functions of a remuneration committee in
relation to setting the level of Directors’ fees
and the remuneration policy. The Nomination
Committee met twice during the year. The
Committee makes recommendations to the
Board on the following matters:
•
the evaluation of the performance of the
Board and its Committees;
•
reviewing the Board structure, size,
composition and age profile (including the
skills, knowledge, experience and diversity
(including gender);
•
succession planning;
•
the identification and nomination of
candidates to fill Board vacancies, as
and when they arise, for the approval
of the Board;
•
the tenure and re-appointment of any
non-executive Director on an annual basis;
•
proposals for the re-election by
Shareholders of any Director on an
annual basis, having due regard to the
provisions of the AIC Code, the Director’s
performance and ability to contribute to
the Board and long-term success of the
Company;
•
the continuation in office of any Director
at any time;
•
the appointment of any Director to
another office, such as Chairman of the
Audit and Management Engagement
Committee, other than to the position of
Chairman; and
•
reviewing the level of Directors’ fees.
Although the Company does not have a
formal policy on diversity, as detailed above,
consideration of Board diversity forms part of
the responsibilities of the Committee.
As referred to elsewhere in this Annual
Report, when John Kay assumes the role of
Chairman following the conclusion of the
2022 AGM, David Smith will be appointed
Chair of the Nomination Committee.
External Agencies
The Board has contractually delegated
to external agencies, certain services: the
depositary and custodial services (which
include the safeguarding of assets); the
registration services; and the day-to-
day accounting and company secretarial
requirements. Each of these contracts
was entered into after full and proper
consideration by the Board of the quality and
cost of services offered. The Board receives
and considers reports from the external
agencies on a regular basis. In addition, ad hoc
reports and information are supplied to the
Board as requested.
Statement of Corporate Governance
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
50
As the AIFM, VIS has responsibility for the
overall investment management and risk
management of the assets of the Company.
VIS has contractually delegated its day-to-
day investment management responsibilities
for the property and equity portfolios to
OLIM Property (the Investment Manager).
The delegation by VIS of its investment
management responsibilities is in accordance
with the delegation requirements of the
AIFMD. The Investment Manager remains
subject to the supervision and direction of VIS
and is responsible to VIS and ultimately to
the Company in regard to the management of
the investment of the assets of the Company
in accordance with the Company’s investment
objective and policy. VIS has established
a Risk Committee to keep under review
the effectiveness of the Company’s internal
control and risk management systems and
procedures and to identify, measure, manage
and monitor the risks identified as affecting
the Company’s business.
Corporate Governance,
Stewardship and
Proxy Voting
The UK Stewardship Code 2020 sets high
stewardship standards for those investing
money on behalf of UK savers and pensioners,
such as asset owners and asset managers
(and those that support them). Stewardship
is the responsible allocation, management
and oversight of capital to create long-term
value for clients and beneficiaries, leading
to sustainable benefits for the economy, the
environment and society.
The Board is aware of its duty to act in the
interests of the Shareholders and the Directors
believe that the exercise of voting rights lies
at the heart of regulation and the promotion
of good corporate governance. The Directors,
through the Investment Manager, encourage
companies in which investments are made to
adhere to best practice in the area of corporate
governance. The Investment Manager believes
that, where practicable, this can best be
achieved by entering into a dialogue with
investee company management teams to
encourage them, where necessary, to improve
their governance policies. Therefore, the
Board and VIS have delegated responsibility
for monitoring the activities of portfolio
companies to the Investment Manager and has
given discretionary powers to vote in respect
of the holdings in the Company’s investment
portfolio.
Socially Responsible
Investment Policy
The Directors and the Investment Manager
are aware of their duty to act in the interests
of the Company and acknowledge that
there are risks associated with investment in
businesses that fail to conduct business in a
socially responsible manner. Therefore, the
Directors and the Investment Manager take
account of the social, environmental and
ethical factors that may affect the performance
or value of the Company’s investments.
The Directors and the Investment Manager
believe that a company run in the long-term
interests of its shareholders should manage its
relationships with its employees, suppliers and
customers and behave responsibly towards the
environment and society as a whole.
Communication with
Shareholders
The Company places a great deal of
importance on communication with its
Shareholders, all of whom are encouraged
to attend and participate in the AGM, as it
is the key forum for communication with
Shareholders. The AGM is an event that
all Shareholders are welcome to attend and
participate in. The Notice of Annual General
Meeting sets out the business of the AGM
and the Resolutions are explained more fully
in the Directors’ Report and in the Directors’
Remuneration Report. Separate Resolutions
are proposed for each substantive issue and
Shareholders have the opportunity to put
questions to the Board and to the Investment
Manager. The results of proxy voting are
relayed to Shareholders after the Resolutions
have been voted on by a show of hands.
Nominated persons, often the beneficial
Statement of Corporate Governance
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Page
51
owners of shares held for them by nominee
companies, normally may attend shareholder
meetings and are usually invited to contact the
registered shareholder, normally a nominee
company, in the first instance in order to be
nominated to attend the meeting and to vote
in respect of the shares held for them.
In addition, both the Chairman and Senior
Independent Director are available to meet
major shareholders. Shareholders may contact
the Directors by writing to the Chairman at
the Registered Office. The address for the
Registered Office can be found on page 107.
The Board aims to post the Annual Report
to Shareholders at least twenty business days
before the AGM. Annual and Interim Reports
and Financial Statements are distributed to
Shareholders and other parties who have an
interest in the Company’s performance.
Shareholders and potential investors may
obtain up-to-date information on the
Company through the Investment Manager
and the Company Secretary. In order to ensure
that the Directors develop an understanding
of the views of Shareholders, correspondence
between Shareholders and the Investment
Manager or the Chairman is copied to
the Board.
The Company’s web pages are hosted on
the Manager’s website, and can be visited at
https://www.olimproperty.co.uk/value-and-
indexed-property-income-trust.html
from
where Annual and Interim Reports, Company
Announcements and other information on
the Company can be viewed, printed or
downloaded.
Accountability and Audit
The Statement of Directors’ Responsibilities
in respect of the Financial Statements is on
pages 52 and 53 and the Statement of Going
Concern and the Viability Statement are
included in the Directors’ Report on pages 36
and 37. The Independent Auditor’s Report is
on pages 58 to 65.
By order of the Board
Maven Capital Partners UK LLP
Company Secretary
10 June 2022
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
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52
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the
Annual Report and the Financial Statements
in accordance with UK adopted international
accounting standards and applicable laws and
regulations.
Company law requires the Directors to prepare
Financial Statements for each financial year.
Under that law, the Directors are required to
prepare the Group Financial Statements, and
have elected to prepare the Company Financial
Statements, in accordance with UK adopted
international accounting standards. Under
company law, the Directors must not approve
the Financial Statements unless they are
satisfied that they give a true and fair view of
the state of affairs of the Group and Company
and of the profit or loss for the Group and
Company for that period.
In preparing these Financial Statements, the
Directors are required to:
•
select suitable accounting policies and then
apply them consistently;
•
make judgements and accounting estimates
that are reasonable and prudent;
•
state whether they have been prepared in
accordance with international accounting
standards in conformity with the
requirements of the Companies Act 2006,
subject to any material departures disclosed
and explained in the Financial Statements;
•
state whether they have been prepared in
accordance with UK adopted international
accounting standards, subject to any
material departures disclosed and
explained in the Financial Statements;
•
prepare the Financial Statements on
the going concern basis unless it is
inappropriate to presume that the
Company will continue in business; and
•
prepare a Directors’ Report, a Strategic
Report and Directors’ Remuneration
Report which comply with the
requirements of the Companies Act 2006.
The Directors are responsible for keeping
adequate accounting records that are
sufficient to show and explain the Company’s
transactions and disclose with reasonable
accuracy at any time the financial position
of the Company and enable them to ensure
that the Financial Statements comply with
the Companies Act 2006. They are also
responsible for safeguarding the assets of the
Company and, hence, for taking reasonable
steps for the prevention and detection of fraud
and other irregularities.
The Directors are responsible for ensuring that
the Annual Report and Financial Statements,
taken as a whole, is fair, balanced and
understandable and provides the information
necessary for Shareholders to assess the Group’s
position and performance, business model and
strategy.
The Directors are responsible for ensuring
the Annual Report and Financial Statements
are made available on a website. Financial
Statements are published on the Company’s
web pages hosted by the Investment Manager
in accordance with legislation in the
United Kingdom governing the preparation
and dissemination of financial statements,
which may vary from legislation in other
jurisdictions. The maintenance and integrity of
the Company’s web pages is the responsibility
of the Directors. The Directors’ responsibility
also extends to the ongoing integrity of the
Financial Statements contained therein.
Statement of Directors’ Responsibilities
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
53
Directors’ Responsibility
Statement
Each Director confirms, to the best of his or
her knowledge, that:
•
the Financial Statements have been
prepared in accordance with the
applicable set of accounting standards
and give a true and fair view of the assets,
liabilities, financial position and profit or
loss of the Group and Company; and that
•
the Annual Report includes a fair review
of the development and performance of
the business and the financial position of
the Group and Company, together with
a description of the principal risks and
uncertainties that they face.
The Directors confirm that the Annual
Report and Financial Statements taken as a
whole is fair, balanced and understandable
and provides the information necessary for
Shareholders to assess the Group’s position
and performance, business model and strategy.
For and on behalf of the Board of
Value and Indexed Property Income Trust PLC
James Ferguson
Chairman
10 June 2022
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
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54
Report of the Audit and Management
Engagement Committee
The Audit and Management Engagement
Committee is chaired by David Smith. The
Committee comprises all of the independent
Directors. Matthew Oakeshott is not a member
of the Committee as he is not considered by
the Directors to be independent. The Board
is satisfied that at least one member of the
Committee has recent and relevant financial
experience and that the Committee as a whole
has competence relevant to the sector in which
the Company operates.
Responsibilities
The principal responsibilities of the Committee
include:
•
the review of the effectiveness of the
internal control environment of the
Company, including the receipt of reports
from the Investment Manager and the
Administrator on a regular basis;
•
the integrity of the Interim and Annual
Reports and Financial Statements and
reviewing any significant financial
reporting judgements contained therein;
•
the review of the terms of appointment
of the Auditor, together with its
remuneration;
•
the review of the scope and results of the
audit and the independence and objectivity
of the Auditor;
•
the review of the Auditor’s Board Report
and any required response;
•
meetings with representatives of the
Investment Manager;
•
the review of the AIFM agreement and
investment management agreement;
•
providing advice on whether the Annual
Report and Financial Statements, taken as a
whole, is fair, balanced and understandable
and provides the information necessary
for Shareholders to assess the Company’s
position and performance, business model
and strategy; and
•
making appropriate recommendations to
the Board.
Internal Control and
Risk Management
The Directors are ultimately responsible for
the Company’s system of internal controls
and risk management and for reviewing its
effectiveness. Following publication by the
FRC of “Guidance on Risk Management,
Internal Control and Related Financial and
Business Reporting” (the FRC Guidance), the
Directors confirm that there is an ongoing
process for identifying, evaluating and
managing the principal and emerging risks
faced by the Company. This process, which
has been in place for the year under review
and up to the date of approval of this Annual
Report and Financial Statements, is regularly
reviewed by the Board and accords with the
FRC Guidance.
The Directors have, in tandem with VIS,
reviewed the effectiveness of the system of
internal controls and risk management. In
particular, the Directors have reviewed and
updated the process for identifying and
evaluating the principal and emerging risks
affecting the Company and the policies by
which these risks are managed. The significant
risks faced by the Company are as follows:
•
Financial;
•
Operational; and
•
Compliance.
The key components designed to provide
effective internal control are outlined below:
•
Forecasts and management accounts
are prepared which allow the Directors
to assess the Company’s activities and
Report of the Audit and Management
Engagement Committee
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
55
review its performance; the emphasis is on
obtaining the relevant degree of assurance
and not merely reporting by exception;
•
OLIM Property regularly reports to VIS and
to the Directors on the investment portfolio;
•
OLIM Property’s Compliance Officer
keeps OLIM Property’s operations under
review;
•
VIS regularly reports to the Directors on
compliance with the AIFMD;
•
written agreements are in place which
specifically define the roles and
responsibilities of VIS, OLIM Property and
other third party service providers; and
•
at its first meeting in May 2022, the Audit
and Management Engagement Committee
carried out its annual assessment of
internal controls and risk management
for the year ended 31 March 2022 by
considering documentation from OLIM
Property and Maven Capital Partners UK
LLP and by taking account of events since
31 March 2022.
Internal control systems are designed to meet
the Company’s particular needs and the risks to
which it is exposed. Accordingly, the internal
control systems are designed to manage rather
than eliminate the risk of failure to achieve
business objectives and by their nature can only
provide reasonable and not absolute assurance
against misstatement and loss.
Assessment of Key Risks
The Company’s policy is to invest in directly
held UK commercial property, property-
backed securities listed on the London Stock
Exchange and cash or near cash securities.
As the property portfolio is a significant
element of the Financial Statements, the
recognition and valuation of the property
portfolio is, therefore, a key risk that requires
the particular attention of the Committee.
Specifically, the risk is that investments are
not recognised and measured in line with the
Company’s stated accounting policy on the
valuation of the property portfolio.
Similarly,
as rental income is a major source of revenue
for the Company and a significant element of
the Statement of Comprehensive Income, the
recognition of rental income is a further risk
that requires the particular attention of the
Committee. Further risks relate to the equities
portfolio. The recognition and valuation of
the equities portfolio and the recognition of
dividend income are risks that also require the
attention of the Committee. specifically, the risk
being that dividend income is not recognised
in line with the Company’s stated policy on
income recognition and/or that dividend income
is incorrectly allocated as revenue/capital.
Valuation, Existence
and Ownership of the
Investment Portfolio
– How the Risk was
Addressed
The Company uses the services of an
independent depositary and custodian,
BNP Paribas Securities Services to hold the
equity investments of the Company (the title
deeds for the property portfolio are held
by the Company’s lawyers to the order of
the Company), and for the safekeeping of
the Company’s assets. An annual internal
control report is received from the Depositary
and Custodian which provides details of
the Depositary and Custodian’s control
environment.
The reconciliation of the records held by
the Depositary and Custodian (and by the
Company’s lawyers in the case of the title
deeds) to the records maintained by the
Company’s administrator is reviewed and
tested by the Independent Auditor. The
property and equities portfolio is reviewed
by OLIM Property regularly. Management
accounts, including full portfolio listings,
are prepared quarterly and considered at the
quarterly meetings of the Board.
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
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56
Report of the Audit and Management
Engagement Committee
The valuation of the property and equities
portfolio is undertaken in accordance with the
Company’s stated accounting policy as set out
in Note 1(j) to the Financial Statements on
pages 75 and 76.
The Committee reviews and challenges the
valuation of the investments especially the
investment properties. This includes review of
the valuation report prepared by independent
professional valuers. In addition, the
Committee reviews the Financial Statements
disclosures in line with the reporting
framework.
The Committee satisfied itself that there were
no issues associated with the existence and
ownership of the Company’s investments
which required to be addressed.
Rental And Dividend
Income Recognition – How
the Risk was Addressed
The recognition of rental and dividend income
is undertaken in accordance with accounting
policy Note 1(e) to the Financial Statements
on page 74. The management accounts are
reviewed by the Board on a quarterly basis
and discussion takes place with the Investment
Manager at the quarterly Board Meetings
regarding the revenue generated from rental
and dividend income. The Directors are
satisfied that the levels of income recognised
are in line with revenue estimates. The
Committee concluded that there were no
further issues associated with rental and
dividend income recognition which required to
be addressed.
Review of Investment
Manager and Risk
Reporting
The Committee met three times during the
year under review, twice in May and once
in November 2021. At the first meeting in
May and at the November 2021 meeting, the
Committee considered the key risks detailed
above and the corresponding control and risk
reports provided by the Investment Manager
and the Company Secretary. No significant
weaknesses in the control environment were
identified and it was also noted that there
had not been any adverse comment from
the Auditor and that the Auditor had not
identified any significant issues in its audit
report. The Committee, therefore, concluded
that there were no significant issues which
required to be reported to the Board. At
the second meeting held in May 2021, the
Committee carried out a detailed review of
IFRS 16 and agreed to recommend to the
Board that IFRS 16 be adopted in full.
At its meetings in May 2021, the Committee
also reviewed, for recommendation to the
Board, the Audit Report from the Independent
Auditor and the draft Annual Report and
Financial Statements for the year ended
31 March 2021, along with the amount of the
final dividend for the year then ended. At its
meeting in November 2021, the Committee
reviewed the Half-Yearly Report for the period
to 30 September 2021 and also considered the
performance of BDO LLP as Auditor, and its
independence and tenure.
Subsequent to 31 March 2022, the Committee
considered the draft Annual Report and
Financial Statements for the year ended
31 March 2022, and provided advice to the
Board that it considered that the Annual
Report and Financial Statements, taken as a
whole, is fair, balanced and understandable
and provides the information necessary
for Shareholders to assess the Company’s
position and performance, business model and
strategy. The Committee also reviewed the
performance of the Investment Manager and
the terms and conditions of its appointment
and concluded that the performance of
the Investment Manager was satisfactory
and that the continued appointment of the
Investment Manager was in the best interests
of Shareholders as a whole.
Report of the Audit and Management
Engagement Committee
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
57
Review of Effectiveness
of External Auditor
As part of its annual review of audit services,
the Committee reviews the performance, cost
effectiveness and general relationship with the
external Auditor (Auditor or BDO LLP).
In addition, the Committee reviews the
independence and objectivity of the Auditor.
Key elements of these reviews include separate
meetings with the Auditor and consideration
of the completeness and accuracy of BDO
LLP’s reporting.
The Auditor’s Report is on pages 58 to 65.
Vanessa-Jayne Bradley of BDO LLP is the
Senior Statutory Auditor responsible for the
audit and BDO LLP will rotate the Senior
Statutory Auditor every five years. Vanessa-
Jayne Bradley was appointed as Senior
Statutory Auditor for the Company during the
year to 31 March 2020 and will be rotated
for the audit for the year to 31 March 2025.
Details of the amounts paid to the Auditor
for audit services are set out in Note 4 to the
Financial Statements.
Shareholders are asked to approve the re-
appointment, and the Directors’ responsibility
for the remuneration, of the Auditor at each
AGM. No non-audit services were provided
to the Company by BDO LLP during the
year under review. There are currently no
contractual obligations which restrict the
Committee’s choice of Auditor.
The Committee is mindful of the requirement
to conduct an audit tender at least every
10 years and to rotate the statutory auditor
after a maximum period of twenty years. The
Committee will continue to keep the matter of
tenure of the Auditor under review.
The Board has concluded that BDO LLP
is independent of the Company and that
a Resolution for the re-appointment of
BDO LLP as Auditor should be put to the
2022 AGM.
David Smith
Director
10 June 2022
Page
58
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Independent Auditor’s Report
INDEPENDENT AUDITOR’S
REPORT TO THE MEMBERS
OF VALUE AND INDEXED
PROPERTY INCOME TRUST
PLC
OPINION ON THE
FINANCIAL STATEMENTS
In our opinion the
Financial Statements:
•
give a true and fair view of the state of
the Group’s and of the Parent Company’s
affairs as at 31 March 2022 and of the
Group’s and of the Parent Company’s
profit for the year then ended;
•
have been properly prepared in accordance
with UK adopted international accounting
standards; and
•
have been prepared in accordance with the
requirements of the Companies Act 2006.
We have audited the Financial Statements of
Value and Indexed Property Income Trust PLC
(the ‘Parent Company’) and its subsidiaries
(the ‘Group’) for the year ended 31 March
2022, which comprise the Group Statement
of Comprehensive Income, the Company
Statement of Comprehensive Income, the
Group Statement of Financial Position, the
Company Statement of Financial Position, the
Group Statement of Cash Flows, the Company
Statement of Cash Flows, the Statement
of Changes in Equity and the Notes to the
Financial Statements, including a summary of
significant accounting policies. The financial
reporting framework that has been applied
in their preparation is applicable law and UK
adopted international accounting standards.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities
under those standards are further described in
the Auditor’s responsibilities for the audit of the
Financial Statements section of our report. We
believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis
for our opinion. Our audit opinion is consistent
with the additional report to the Audit and
Management Engagement Committee.
Independence
Following the recommendation of the Audit
and Management Engagement Committee,
we were appointed by the members of the
Parent Company on 3 September 2020 to audit
the Financial Statements for the year ended
31 March 2020 and subsequent financial
periods. The period of total uninterrupted
engagement including retenders and
reappointments is 3 years, covering the years
ended 31 March 2020 to 31 March 2022.
We remain independent of the Group and the
Parent Company in accordance with the ethical
requirements that are relevant to our audit of
the Financial Statements in the UK, including
the FRC’s Ethical Standard as applied to listed
public interest entities, and we have fulfilled
our other ethical responsibilities in accordance
with these requirements. The non-audit services
prohibited by that standard were not provided to
the Group and the Parent Company.
Conclusions relating to
going concern
In auditing the Financial Statements, we have
concluded that the Directors’ use of the going
concern basis of accounting in the preparation
of the Financial Statements is appropriate. Our
evaluation of the Directors’ assessment of the
Group and the Parent Company’s ability to
continue to adopt the going concern basis of
accounting included:
•
Evaluating the appropriateness of the
Directors’ method of assessing the going
concern in light of property market volatility
and the present uncertainties in economic
recovery by reviewing the information used by
the Directors in completing their assessment;
•
Assessing the appropriateness of the
Directors’ assumptions and judgements
made in their base case and stress
tested forecasts by comparing forecasts
to current year audited amounts and
considering the available cash resources
Page
59
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Independent Auditor’s Report
and liquid investments relative to forecast
expenditure and commitments;
•
Obtaining the loan agreements to identify
the covenants and assessing the likelihood of
them being breached based on the Directors’
forecasts and our sensitivity analysis; and
•
Challenging the Directors’ assumptions and
judgements made with regards to forecasts
which included consideration of the covenant
headroom.
Based on the work we have performed,
we have not identified any material
uncertainties relating to events or conditions
that, individually or collectively, may cast
significant doubt on the Group and Parent
Company’s ability to continue as a going
concern for a period of at least twelve months
from when the Financial Statements are
authorised for issue.
In relation to the Parent Company’s reporting
on how it has applied the UK Corporate
Governance Code, we have nothing material
to add or draw attention to in relation to
the Directors’ statement in the Financial
Statements about whether the Directors
considered it appropriate to adopt the going
concern basis of accounting.
Our responsibilities and the responsibilities of
the Directors with respect to going concern are
described in the relevant sections of this report.
Overview
Key audit matters
Materiality
Coverage
2022
2021
Valuation of investment property
9
9
Group Financial Statements
as a whole
£1.829m (2021: £1.120m)
based on 1% (2021:1%) of
total investment value
100% (2021: 100%)
of Group revenue
100% (2021: 100%)
of Group total assets
Recognition of rental income
9
9
Valuation and ownership of quoted
investments
8
9
We no longer considered the
Valuation and ownership of quoted
investments to be a key audit
matter due to the change in focus
of the Group to be predominantly
investments in property.
An overview of the scope
of our audit
Our Group audit was scoped by obtaining
an understanding of the Group and its
environment, including the Group’s system
of internal control, and assessing the risks
of material misstatement in the Financial
Statements. We also addressed the risk of
management override of internal controls,
including assessing whether there was evidence
of bias by the Directors that may have
represented a risk of material misstatement.
We tailored our audit to ensure we have
performed sufficient work to be able to give
an opinion on the Group Financial Statements
as a whole taking into account the structure
of the Group and its accounting processes and
controls. The Group is based in the United
Kingdom and has one main trading entity, the
Parent Company, Value and Indexed Property
Income Trust PLC, whose principal activity is
that of an Investment Trust. The Group has
one subsidiary, Value and Indexed Property
Income Services Limited, whose principal
activity is to act as alternative investment fund
manager (AIFM) to the Parent Company.
The Group audit engagement team carried out
full scope audits for the Parent Company and
Value and Indexed Property Income Services
Limited, which was not considered to be a
significant component of the Group. Although
not necessary for Group purposes, Value and
Indexed Property Income Services Limited is
audited as it is an FCA Regulated entity.
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Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Independent Auditor’s Report
Key audit matters
Key audit matters are those matters that, in
our professional judgement, were of most
significance in our audit of the Financial
Statements of the current period and
include the most significant assessed risks of
material misstatement (whether or not due
to fraud) that we identified, including those
which had the greatest effect on: the overall
audit strategy, the allocation of resources
in the audit, and directing the efforts of
the engagement team. These matters were
addressed in the context of our audit of
the Financial Statements as a whole, and in
forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Key audit matter
How the scope of our audit
addressed the key audit matter
Valuation of Investment Property
(Note 1 and Note 9)
The Group has opted to carry its investment
properties at fair value rather than cost as permitted
by the accounting standards.
The Group engaged independent external experts,
Savills, to value these properties at the end of the
reporting period.
The valuation uses a cash flow
methodology with key inputs including detailed
data on the underlying assets and the market
environment for each asset. The valuation models
applied are complex and require consideration of
the existing market conditions including yields
and estimates regarding current and future rental
income, occupancy and property management costs.
The Investment Manager’s fee is based on the
value of the Investment properties managed by the
Investment Manager. The Investment Manager is
responsible for reviewing these valuations which
are approved by the Board. Notwithstanding
this review and approval, there is a potential
risk of misstatement in the investment properties
valuations. Investment Properties are Level 3
investments and a highly subjective area.
Due to the level of complexity and assumptions
involved in this area we determined it to be a key
audit matter.
We responded to this matter by testing the valuation
of the portfolio of investment property. We performed
the following procedures:
•
Held discussions with the independent external
valuer engaged by the Group, to understand the
assumptions and methodologies used in valuing
these properties, the market evidence supporting
the valuation assumptions and the valuation
movements in the period.
•
Assessed the competency, independence and
objectivity of the independent external valuer
which included making inquiries regarding
interests and relationships that may have created
a threat to the valuer’s objectivity.
•
Agreed key observable valuation inputs supplied
to and used by the independent external valuer to
supporting documentation. For all the properties
we agreed that the passing rental income and
lease terms agrees to the underlying lease
agreements.
•
With the use of our internal real estate experts,
we evaluated and challenged the valuation
assumptions, methodologies and the inputs
used. This included establishing our own range
of expectations for the valuation of investment
property based on externally available metrics
and wider economic and commercial factors. We
assessed the valuation of all investment properties
against our own expectations and challenged
those valuations which fell outside of our range
of expectation with the use of our internal real
estate experts and obtaining corroborating
evidence from the external valuer.
Key observations
Based on the procedures performed we found the
investment valuations, in particular the assumptions
used, reasonable and did not note any exceptions in
respect of the valuation of investment property.
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Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Independent Auditor’s Report
Key audit matter
How the scope of our audit
addressed the key audit matter
Recognition of rental income
(Note 1 and Note 2)
Rental agreements have fixed rental increases
and RPI increases subject to caps and collars.
The accounting policy states that rental income is
recognised over a straight line basis which means
that any future anticipated rental income is spread
evenly over the term of the lease, giving rise to a
rent smoothing adjustment.
The calculation for the rent smoothing adjustment
can be complex due to the number of leases,
different start and end dates and increase
conditions, and we, therefore, considered this to be
a key audit matter.
We responded to this matter by testing the existence,
accuracy and completeness of rental income. We
performed the following procedures:
•
Obtained Management’s reconciliation of
expected revenue based on the tenancy schedules
to revenue recognised in the Financial Statements
and performed the following:
•
Agreed the rent income received per the
tenancy schedules to the underlying lease
agreements and other documentation such as
rent review memoranda.
•
Checked the integrity of the formulae used
to calculate the expected revenue based on
the tenancy schedule
•
Agreed a sample of reconciling adjustments
between the expected revenue and the
amount recorded in the Financial Statements
to supporting documentation.
•
Confirmed that the tenancy schedule covers
all the Investment Property which has been
valued at the year-end.
•
Confirmed that the rent smoothing
adjustment has been posted correctly in the
financial statements.
Key observations
Based on the procedures performed we consider the
recognition of rental income to be appropriate.
Our application of
materiality
We apply the concept of materiality both in
planning and performing our audit, and in
evaluating the effect of misstatements.
We
consider materiality to be the magnitude by
which misstatements, including omissions,
could influence the economic decisions of
reasonable users that are taken on the basis of
the Financial Statements.
In order to reduce to an appropriately low level
the probability that any misstatements exceed
materiality, we use a lower materiality level,
performance materiality, to determine the extent
of testing needed. Importantly, misstatements
below these levels will not necessarily be
evaluated as immaterial as we also take account
of the nature of identified misstatements, and
the particular circumstances of their occurrence,
when evaluating their effect on the Financial
Statements as a whole.
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Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Independent Auditor’s Report
Based on our professional judgement, we determined materiality for the Financial Statements as a
whole and performance materiality as follows:
GROUP FINANCIAL
STATEMENTS
PARENT COMPANY FINANCIAL
STATEMENTS
2022
£’000
2021
£’000
2022
£’000
2021
£’000
Materiality
1,829
1,120
1,827
1,118
Basis for determining materiality
1% of total investment value (2021: 1%
of total investment value)
99.89% of Group materiality (2021: 99.82%
of Group materiality)
Rationale for the benchmark
applied
As an Investment Trust, the
value of investments is the key measure
of performance.
Percentage of Group materiality for Group
reporting purposes given the assessment of
aggregation risk
Performance materiality
1,190
728
1,188
726
Basis for determining
performance materiality
65% of materiality (2021: 65% of materiality) based on the historical and
anticipated level of errors and management’s attitude to proposed adjustments
Specific materiality
We also determined that for Revenue return
before tax, a misstatement of less than
materiality for the Financial Statements as a
whole, specific materiality, could influence the
economic decisions of users as it is a measure of
the Group’s performance of income generated
from its investments after expenses. As a result,
we determined materiality for these items to
be £219,000 (2021: 243,000), based on 10%
of Revenue return before tax (2021: 8.75% of
Revenue return before tax). We further applied
a performance materiality level of 65% (2021:
65%) of specific materiality to ensure that the
risk of errors exceeding specific materiality was
appropriately mitigated.
Component materiality
Materiality for the Parent Company, which was
the only significant component, is set out in the
table above.
Reporting threshold
We agreed with the Audit and Management
Engagement Committee that we would report
to them all individual audit differences in excess
of £11,000 (2021: £12,000).
We also agreed
to report differences below this threshold that,
in our view, warranted reporting on qualitative
grounds.
Other information
The Directors are responsible for the other
information. The other information comprises
the information included in the Annual
Report and Accounts other than the Financial
Statements and our Auditor’s Report thereon.
Our opinion on the Financial Statements
does not cover the other information and,
except to the extent otherwise explicitly
stated in our report, we do not express any
form of assurance conclusion thereon. Our
responsibility is to read the other information
and, in doing so, consider whether the other
information is materially inconsistent with
the Financial Statements or our knowledge
obtained in the course of the audit, or
otherwise appears to be materially misstated.
If we identify such material inconsistencies
or apparent material misstatements, we are
required to determine whether this gives rise
to a material misstatement in the Financial
Statements themselves. If, based on the work
we have performed, we conclude that there is a
material misstatement of this other information,
we are required to report that fact.
We have nothing to report in this regard.
Page
63
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Independent Auditor’s Report
Corporate governance
statement
The Listing Rules require us to review the
Directors’ statement in relation to going
concern, longer-term viability and that part of
the Corporate Governance Statement relating
to the Parent Company’s compliance with the
provisions of the UK Corporate Governance
Code specified for our review.
Based on the work undertaken as part of
our audit, we have concluded that each of
the following elements of the Corporate
Governance Statement is materially consistent
with the Financial Statements or our knowledge
obtained during the audit.
Going concern and
longer-term viability
Other Code provisions
•
The Directors’ statement with regards to the
appropriateness of adopting the going concern
basis of accounting and any material uncertainties
identified; and
•
The Directors’ explanation as to their
assessment of the Group’s prospects, the period
this assessment covers and why the period is
appropriate.
•
Directors’ statement on fair, balanced and
understandable;
•
Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks;
•
The section of the Annual Report that describes
the review of effectiveness of risk management and
internal control systems; and
•
The section describing the work of the Audit and
Management Engagement Committee.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the
audit, we are required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and
matters as described below.
Strategic
Report and
Directors’
Report
In our opinion, based on the work undertaken in the course of the audit:
•
the information given in the Strategic Report and the Directors’ Report for the
financial year for which the Financial Statements are prepared is consistent with
the Financial Statements; and
•
the Strategic Report and the Directors’ Report have been prepared in accordance
with applicable legal requirements.
In the light of the knowledge and understanding of the Group and Parent Company
and its environment obtained in the course of the audit, we have not identified material
misstatements in the strategic report or the Directors’ Report.
Directors’
remuneration
In our opinion, the part of the Directors’ Remuneration Report to be audited has been
properly prepared in accordance with the Companies Act 2006.
Matters on
which we are
required to
report by
exception
We have nothing to report in respect of the following matters in relation to which the
Companies Act 2006 requires us to report to you if, in our opinion:
•
adequate accounting records have not been kept by the Parent Company, or
returns adequate for our audit have not been received from branches not visited
by us; or
•
the Parent Company Financial Statements and the part of the Directors’
Remuneration Report to be audited are not in agreement with the accounting
records and returns; or
•
certain disclosures of Directors’ remuneration specified by law are not made; or
•
we have not received all the information and explanations we require for our audit.
Page
64
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Independent Auditor’s Report
Responsibilities of
Directors
As explained more fully in the Statement of
Directors’ Responsibilities, the Directors are
responsible for the preparation of the Financial
Statements and for being satisfied that they
give a true and fair view, and for such internal
control as the Directors determine is necessary
to enable the preparation of Financial
Statements that are free from material
misstatement, whether due to fraud or error.
In preparing the Financial Statements, the
Directors are responsible for assessing the
Group’s and the Parent Company’s ability
to continue as a going concern, disclosing,
as applicable, matters related to going
concern and using the going concern basis of
accounting unless the Directors either intend
to liquidate the Group or the Parent Company
or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities
for the audit of the
Financial Statements
Our objectives are to obtain reasonable
assurance about whether the Financial
Statements as a whole are free from material
misstatement, whether due to fraud or error,
and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee
that an audit conducted in accordance with
ISAs (UK) will always detect a material
misstatement when it exists. Misstatements
can arise from fraud or error and are
considered material if, individually or in the
aggregate, they could reasonably be expected
to influence the economic decisions of
users taken on the basis of these Financial
Statements.
Extent to which the audit
was capable of detecting
irregularities, including fraud
Irregularities, including fraud, are
instances of non-compliance with laws and
regulations. We design procedures in line
with our responsibilities, outlined above, to
detect material misstatements in respect of
irregularities, including fraud. The extent to
which our procedures are capable of detecting
irregularities, including fraud is detailed
below:
We gained an understanding of the legal
and regulatory framework applicable to the
Group and the industry in which it operates,
and considered the risk of acts by the Group
and Parent Company which were contrary
to applicable laws and regulations, including
fraud. We considered the significant laws and
regulations to be the Companies Act 2006,
the FCA listing and DTR rules, the principles
of the AIC Code of Corporate Governance,
industry practice represented by the AIC
SORP, the applicable accounting framework,
and the Parent Company’s qualification as an
Investment Trust under UK tax legislation as
any non-compliance of this would lead to the
Parent Company losing various deductions
and exemptions from corporation tax.
We focused on laws and regulations that could
give rise to a material misstatement in the
Financial Statements. Our tests included:
•
agreement of the financial statement
disclosures to underlying supporting
documentation;
•
enquiries of management and those
charged with governance relating to the
existence of any non-compliance with laws
and regulations;
•
review of minutes of board meetings
throughout the period for the existence
of any non-compliance with laws and
regulations;
•
obtaining an understanding of the control
environment in monitoring compliance
with laws and regulations; and
Page
65
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Independent Auditor’s Report
•
reviewing the calculation in relation to
Investment Trust compliance to check
that the Parent Company was meeting
its requirements to retain its Investment
Trust status.
We assessed the susceptibility of the financial
statement to material misstatement including
fraud and considered the fraud risk areas to
be the valuation of investment property and
management override of controls.
Our tests included:
•
The procedures set out in the Key Audit
Matters section above;
•
Recalculating investment management fees
in total;
•
Obtaining independent confirmation of
bank balances; and
•
Testing journals which met a defined
risk criteria by agreeing to supporting
documentation and evaluating whether
there was evidence of bias by the
Investment Manager and Directors that
represented a risk of material misstatement
due to fraud.
We also communicated relevant identified laws
and regulations and potential fraud risks to all
engagement team members and remained alert
to any indications of fraud or non-compliance
with laws and regulations throughout the
audit.
Our audit procedures were designed to respond
to risks of material misstatement in the
Financial Statements, recognising that the risk
of not detecting a material misstatement due
to fraud is higher than the risk of not detecting
one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery,
misrepresentations or through collusion.
There are inherent limitations in the audit
procedures performed and the further removed
non-compliance with laws and regulations is
from the events and transactions reflected in the
Financial Statements, the less likely we are to
become aware of it.
A further description of our responsibilities
is available on the Financial Reporting
Council’s website at:
www.frc.org.uk/
auditorsresponsibilities.
This description forms
part of our Auditor’s Report.
Use of our report
This report is made solely to the Parent
Company’s members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies
Act 2006. Our audit work has been
undertaken so that we might state to the Parent
Company’s members those matters we are
required to state to them in an auditor’s report
and for no other purpose.
To the fullest extent
permitted by law, we do not accept or assume
responsibility to anyone other than the Parent
Company and the Parent Company’s members
as a body, for our audit work, for this report,
or for the opinions we have formed.
Vanessa-Jayne Bradley
(Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
10 June 2022
BDO LLP is a limited liability partnership registered
in England and Wales (with registered number
OC305127).
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
66
Group Statement of Comprehensive Income
For the year ended 31 March
Year ended
31 March 2022
Year ended
31 March 2021
Note
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
INCOME
Rental income
2
5,647
–
5,647
5,359
–
5,359
Investment income
2
1,682
–
1,682
3,414
–
3,414
Other income
2
–
–
–
159
–
159
7,329
–
7,329
8,932
–
8,932
GAINS ON INVESTMENTS
Realised gains on held-at-fair-
value investments and investment
properties
9
–
10,440
10,440
–
8,588
8,588
Unrealised gains on held-at-fair-
value investments and investment
properties
9
–
8,797
8,797
–
1,185
1,185
TOTAL INCOME
7,329
19,237
26,566
8,932
9,773
18,705
EXPENSES
Investment management fees
3
(1,088)
(2)
(1,090)
(301)
(702)
(1,003)
Other operating expenses
4
(870)
–
(870)
(771)
–
(771)
FINANCE COSTS
5
(3,177)
–
(3,177)
(5,084)
–
(5,084)
TOTAL EXPENSES
(5,135)
(2)
(5,137)
(6,156)
(702)
(6,858)
PROFIT BEFORE TAXATION
2,194
19,235
21,429
2,776
9,071
11,847
TAXATION
6
(321)
3,154
2,833
(359)
1,132
773
PROFIT ATRIBUTABLE TO EQUITY
SHAREHOLDERS OF PARENT
COMPANY
1,873
22,389
24,262
2,417
10,203
12,620
EARNINGS PER ORDINARY
SHARE (PENCE)
7
4.30
51.40
55.70
5.35
22.56
27.91
The total column of this statement represents the Statement of Comprehensive Income of the Group,
prepared in accordance with IFRS. The revenue return and capital return columns are supplementary
to this and are prepared under guidance published by the Association of Investment Companies. All
items in the above statement derive from continuing operations.
The Group does not have any other comprehensive income and so the total profit, as disclosed
above, is the same as the Group’s total comprehensive income. All income is attributable to the equity
holders of Value and Indexed Property Income Trust PLC, the parent company. There are no minority
interests.
The Notes on pages 73 to 95 form part of these Financial Statements.
The Board is proposing a final dividend of 3.60p per share, making a total dividend of 12.60p per
share for the year ended 31 March 2022 (2021: 12.30p per share) which, if approved by Shareholders,
will be payable on 29 July 2022 (see Note 8).
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
67
Company Statement of Comprehensive Income
For the year ended 31 March
Year ended
31 March 2022
Year ended
31 March 2021
Note
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
INCOME
Rental income
2
5,647
–
5,647
5,359
–
5,359
Investment income
2
1,682
–
1,682
3,414
–
3,414
Other income
2
–
–
–
159
–
159
7,329
–
7,329
8,932
–
8,932
GAINS AND LOSSES ON INVESTMENTS
Realised gains on held-at-fair-
value investments and investment
properties
9
–
10,440
10,440
–
8,588
8,588
Unrealised gains on held-at-fair-
value investments and investment
properties
9
–
8,797
8,797
–
1,781
1,781
TOTAL INCOME
7,329
19,237
26,566
8,932
10,369
19,301
EXPENSES
Investment management fees
3
(1,088)
(2)
(1,090)
(301)
(702)
(1,003)
Other operating expenses
4
(870)
–
(870)
(771)
–
(771)
FINANCE COSTS
5
(3,177)
–
(3,177)
(5,050)
–
(5,050)
TOTAL EXPENSES
(5,135)
(2)
(5,137)
(6,122)
(702)
(6,824)
PROFIT BEFORE TAXATION
2,194
19,235
21,429
2,810
9,667
12,477
TAXATION
6
(321)
3,154
2,833
(359)
1,132
773
PROFIT ATRIBUTABLE TO EQUITY
SHAREHOLDERS OF PARENT
COMPANY
1,873
22,389
24,262
2,451
10,799
13,250
EARNINGS PER ORDINARY
SHARE (PENCE)
7
4.30
51.40
55.70
5.42
23.88
29.30
The total column of this statement represents the Statement of Comprehensive Income of the
Company prepared in accordance with IFRS. The revenue return and capital return columns are
supplementary to this and are prepared under guidance published by the Association of Investment
Companies. All items in the above statement derive from continuing operations.
The Company does not have any other comprehensive income and so the total profit, as disclosed
above, is the same as the Company’s total comprehensive income.
The Notes on pages 73 to 95 form part of these Financial Statements.
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
68
Group Statement of Financial Position
As at 31 March
Group
As at
31 March 2022
As at
31 March 2021
Note
£’000
£’000
£’000
£’000
ASSETS
NON CURRENT ASSETS
Investment properties
9
155,838
81,132
Investments held at fair value through
profit or loss
9
26,871
28,581
182,709
109,713
Deferred tax asset
6
4,091
1,258
Receivables
10
2,238
2,017
189,038
112,988
CURRENT ASSETS
Cash and cash equivalents
5,153
65,965
Receivables
10
4,709
972
9,862
66,937
TOTAL ASSETS
198,900
179,925
CURRENT LIABILITIES
Payables
11
(2,423)
(2,318)
(2,423)
(2,318)
TOTAL ASSETS LESS CURRENT LIABILITIES
196,477
177,607
NON-CURRENT LIABILITIES
Payables
12
(2,854)
(2,862)
Borrowings
12
(56,723)
(56,662)
(59,577)
(59,524)
NET ASSETS
136,900
118,083
EQUITY ATTRIBUTABLE TO EQUITY
SHAREHOLDERS
Called up share capital
14
4,555
4,555
Share premium
15
18,446
18,446
Retained earnings
16
113,899
95,082
TOTAL EQUITY
136,900
118,083
NET ASSET VALUE PER ORDINARY SHARE (PENCE)
17
314.30
271.10
These Financial Statements were approved by the Board on 10 June 2022 and were signed on its
behalf by:-
JAMES FERGUSON, CHAIRMAN
The Notes on pages 73 to 95 form part of these Financial Statements.
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
69
Company Statement of Financial Position
As at 31 March
Company
As at
31 March 2022
As at
31 March 2021
Note
£’000
£’000
£’000
£’000
ASSETS
NON CURRENT ASSETS
Investment properties
9
155,838
81,132
Investments held at fair value through
profit or loss
9
27,071
28,781
182,909
109,913
Deferred tax asset
6
4,091
1,258
Receivables
10
2,238
2,017
189,238
113,188
CURRENT ASSETS
Cash and cash equivalents
4,953
65,765
Receivables
10
4,709
972
9,662
66,737
TOTAL ASSETS
198,900
179,925
CURRENT LIABILITIES
Payables
11
(2,423)
(2,318)
(2,423)
(2,318)
TOTAL ASSETS LESS CURRENT LIABILITIES
196,477
177,607
NON-CURRENT LIABILITIES
Payables
12
(2,854)
(2,862)
Borrowings
12
(56,723)
(56,662)
(59,577)
(59,524)
NET ASSETS
136,900
118,083
EQUITY ATTRIBUTABLE TO EQUITY
SHAREHOLDERS
Called up share capital
14
4,555
4,555
Share premium
15
18,446
18,446
Retained earnings
16
113,899
95,082
TOTAL EQUITY
136,900
118,083
NET ASSET VALUE PER ORDINARY SHARE (PENCE)
17
314.30
271.10
These Financial Statements were approved by the Board on 10 June 2022 and were signed on its
behalf by:-
JAMES FERGUSON, CHAIRMAN
The Notes on pages 73 to 95 form part of these Financial Statements.
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
70
Group Statement of Cashflows
For the year ended 31 March
2022
2021
Note
£’000
£’000
£’000
£’000
Cash flows from operating activities
Rental income received
5,970
5,218
Dividend income received
1,835
3,486
Interest (paid)/received
(1)
244
Operating expenses paid
(1,914)
(1,673)
NET CASH INFLOW FROM OPERATING ACTIVITIES
18
5,890
7,275
Cash flows from investing activities
Purchase of investments held at fair value
through profit or loss
(30,132)
(4,500)
Purchase of investment properties
(63,412)
(17,553)
Sale of investments held at fair value through
profit or loss
32,042
79,584
Sale of investment properties
3,445
4,725
NET CASH (OUTFLOW)/INFLOW
FROM INVESTING ACTIVITIES
(58,057)
62,256
Cash flow from financing activities
Repayment of debenture stock
–
(15,000)
Fees paid on new loan
–
(4)
Interest paid on loans
(3,113)
(4,938)
Finance cost of leases
(78)
(191)
Payments of lease liabilities
(9)
(17)
Dividends paid
8
(5,445)
(5,512)
Buyback of Ordinary Shares for Treasury
14
–
(4,332)
NET CASH OUTFLOW FROM FINANCING ACTIVITIES
(8,645)
(29,994)
NET (DECREASE)/INCREASE IN CASH AND CASH
EQUIVALENTS
(60,812)
39,537
Cash and cash equivalents at 1 April 2021
65,965
26,428
CASH AND CASH EQUIVALENTS
AT 31 MARCH 2022
5,153
65,965
The Notes on pages 73 to 95 form part of these Financial Statements.
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
71
Company Statement of Cashflows
For the year ended 31 March
2022
2021
Note
£’000
£’000
£’000
£’000
Cash flows from operating activities
Rental income received
5,970
5,218
Dividend income received
1,835
3,486
Interest (paid)/received
(1)
244
Operating expenses paid
(1,914)
(1,673)
NET CASH INFLOW FROM OPERATING ACTIVITIES
18
5,890
7,275
Cash flows from investing activities
Purchase of investments held at fair value
through profit or loss
(30,132)
(4,500)
Purchase of investment properties
(63,412)
(17,553)
Sale of investments held at fair value through
profit or loss
32,042
79,584
Sale of investment properties
3,445
4,725
NET CASH (OUTFLOW)/INFLOW
FROM INVESTING ACTIVITIES
(58,057)
62,256
Cash flow from financing activities
Repayment of debenture stock
–
(15,000)
Fees paid on new loan
–
(4)
Interest paid on loans
(3,113)
(4,938)
Finance cost of leases
(78)
(157)
Payments of lease liabilities
(9)
(51)
Dividends paid
8
(5,445)
(5,512)
Buyback of Ordinary Shares for Treasury
14
–
(4,332)
NET CASH OUTFLOW FROM FINANCING ACTIVITIES
(8,645)
(29,994)
NET (DECREASE)/INCREASE IN CASH AND CASH
EQUIVALENTS
(60,812)
39,537
Cash and cash equivalents at 1 April 2021
65,765
26,228
CASH AND CASH EQUIVALENTS
AT 31 MARCH 2022
4,953
65,765
The Notes on pages 73 to 95 form part of these Financial Statements.
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
72
Statement of Changes in Equity
For the year ended 31 March
Year ended 31 March 2022
Note
Share
capital
£'000
Share
premium
£'000
Retained
earnings
£'000
Total
£'000
GROUP
Net assets at 31 March 2021
4,555
18,446
95,082
118,083
Profit for the year
–
–
24,262
24,262
Dividends paid
8
–
–
(5,445)
(5,445)
Net assets at 31 March 2022
4,555
18,446
113,899
136,900
COMPANY
Net assets at 31 March 2021
4,555
18,446
95,082
118,083
Profit for the year
–
–
24,262
24,262
Dividends paid
8
–
–
(5,445)
(5,445)
Net assets at 31 March 2022
4,555
18,446
113,899
136,900
Year ended 31 March 2021
Note
Share
capital
£'000
Share
premium
£'000
Retained
earnings
£'000
Total
£'000
GROUP
Net assets at 31 March 2020
4,555
18,446
92,306
115,307
Profit for the year
–
–
12,620
12,620
Dividends paid
8
–
–
(5,512)
(5,512)
Buyback of Ordinary Shares for Treasury
14
–
–
(4,332)
(4,332)
Net assets at 31 March 2021
4,555
18,446
95,082
118,083
COMPANY
Net assets at 31 March 2020
4,555
18,446
91,676
114,677
Profit for the year
–
–
13,250
13,250
Dividends paid
8
–
–
(5,512)
(5,512)
Buyback of Ordinary Shares for Treasury
14
–
–
(4,332)
(4,332)
Net assets at 31 March 2021
4,555
18,446
95,082
118,083
The Notes on pages 73 to 95 form part of these Financial Statements.
Notes to the Financial Statements
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
73
1
Accounting policies
The Financial Statements have been prepared in accordance with UK adopted international accounting
standards.
The functional and presentational currency of the Group and Company is pounds sterling because
that is the currency of the primary economic environment in which the Group and Company operate.
The Financial Statements and the accompanying notes are presented in pounds sterling and rounded
to the nearest thousand pounds except where otherwise indicated.
(a)
Basis of preparation
The Financial Statements have been prepared on a going concern basis as disclosed on page 36
and on the historical cost basis, except for the revaluation of equities, investment properties
and investment in subsidiaries, all of which are valued at fair value through profit and loss. The
principal accounting policies adopted are set out below. Where presentational guidance set out
in the Statement of Recommended Practice
Financial Statements of Investment Trust Companies
and Venture Capital Trusts
(the SORP) issued by the Association of Investment Companies (AIC)
in April 2021 is consistent with the requirements of IFRS, the Directors have sought to prepare
the Financial Statements on a basis compliant with the recommendations of the SORP, except for
the allocation of finance costs to revenue as explained in Note 1(f).
The Board has considered the requirements of IFRS 8, ‘Operating Segments’. The Board is
charged with setting the Group’s investment strategy. The Board has delegated the day to day
implementation of this strategy to the Investment Manager but the Board retains responsibility
to ensure that adequate resources of the Group are directed in accordance with its decisions. The
Board is of the view that the Group is engaged in a single segment of business, being investments
in quoted UK equities and UK commercial properties. The view that the Group is engaged in a
single segment of business is based on the fact that one of the key financial indicators received
and reviewed by the Board is the total return from the investment portfolio taken as a whole.
A review of the investment portfolio is included in the reports from the Investment Manager on
pages 4 to 24.
(b)
Going concern
The Group’s business activities, together with the factors likely to affect its future development
and performance, are set out in the Strategic Report on pages 2 to 34. The financial position
of the Group as at 31 March 2022 is shown in the Statement of Financial Position on page 68.
The cash flows of the Group for the year ended 31 March 2022 are set out on page 70. The
Group had fixed debt totalling £56,723,000 as at 31 March 2022, as set out in Notes 11 and
12 on pages 84 to 86; none of the borrowings is repayable before March 2026. Note 21 on
pages 89 to 94 sets out the Group’s risk management policies and procedures, including those
covering market price risk, liquidity risk and credit risk. As at 31 March 2022, the Group’s total
assets less current liabilities exceeded its total non current liabilities by a factor of over two.
The assets of the Group consist mainly of securities and investment properties that are held in
accordance with the Group’s investment policy, as set out on page 27. Most of these securities
are readily realisable, even in volatile markets. The Directors, who have reviewed carefully the
Group’s forecasts for the coming year and having taken into account the liquidity of the Group’s
investment portfolio and the Group’s financial position in respect of cash flows, borrowing
facilities, the intention to repay the debenture early, and investment commitments (of which there
Notes to the Financial Statements
1
Accounting policies – continued
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
74
is none of significance), are not aware of any material uncertainties that may cast significant
doubt upon the Group’s ability to continue as a going concern. Accordingly, the Directors believe
that it is appropriate to continue to adopt the going concern basis in preparing the Financial
Statements.
(c)
Basis of consolidation
The consolidated Financial Statements incorporate the Financial Statements of the Company
and the entity controlled by the Company (its subsidiary). An investor controls an investee when
it is exposed, or has rights, to variable returns from its involvement with the investee and has
ability to affect those returns through its power over the investee. The Company consolidates
the investee that it controls. All intra-group transactions, balances, income and expenses are
eliminated on consolidation. The investment in the subsidiary is recognised at fair value in
the Financial Statements of the Company. This is considered to be the net asset value of the
Shareholders’ funds, as shown in its Statement of Financial Position.
Value and Indexed Property Income Services Limited is a private limited company incorporated
in Scotland under company number SC467598. It is a wholly owned subsidiary of the Company
and has been appointed to act as Alternative Investment Fund Manager of the Company.
(d)
Presentation of Statement of Comprehensive Income
In order to reflect better the activities of an investment trust company and in accordance
with guidance issued by the AIC, supplementary information which analyses the Statement
of Comprehensive Income between items of a revenue and capital nature has been presented
alongside the Statement of Comprehensive Income. In accordance with the Company’s Articles,
net realised capital returns may be distributed by way of dividend.
Additionally, the net revenue is the measure that the Directors believe to be appropriate in
assessing the Company’s compliance with certain requirements set out in sections 1158-1160 of
the Corporation Tax Act 2010.
(e)
Income
Dividend income from investments is recognised as revenue for the period on an ex-dividend
basis. Where no ex-dividend date is available, dividends receivable on or before the period end
are treated as revenue for the period.
Where the Group has elected to receive dividend income in the form of additional shares rather
than cash, the amount of cash dividend foregone is recognised as income. Any excess in the
value of shares received over the amount of cash dividend foregone is recognised as a gain in the
income statement.
Interest receivable from cash and short term deposits and interest payable is accrued to the end
of the period.
Rental receivable and lease incentives, where material, from investment properties under
operating leases are recognised in the Statement of Comprehensive Income over the term of the
lease on a straight line basis. Other income is recognised on an accruals basis.
Notes to the Financial Statements
1
Accounting policies – continued
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
75
(f)
Expenses and Finance Costs
All expenses and finance costs are accounted for on an accruals basis. Expenses are presented as
capital where a connection with the maintenance or enhancement of the value of investments can
be demonstrated. In this respect, and in accordance with the SORP, the investment management
fees have been allocated, 100% to revenue for the year ended 31 March 2022 (previously 30% to
revenue and 70% to capital) to reflect the Board’s expectations of long-term investment returns.
It is normal practice, and in accordance with the SORP, for investment trust companies to allocate
finance costs to capital on the same basis as the investment management fee allocation. However,
as the Company has a significant exposure to property, and property companies allocate finance
costs to revenue to match rental income, the Directors consider that, contrary to the SORP, it is
inappropriate to allocate finance costs to capital.
(g)
Receivables and Payables
Receivables do not carry any interest and are stated at their nominal value, as reduced by any
impairment calculated using an expected credit loss model. Payables are not interest bearing and
are stated at their nominal value.
(h)
Taxation
The Company’s liability for current tax is calculated using tax rates that have been enacted or
substantially enacted by the date of the Statement of Financial Position.
Deferred tax is recognised in respect of all temporary differences that have originated but not
reversed at the date of the Statement of Financial Position, where transactions or events that
result in an obligation to pay more tax in the future or the right to pay less tax in the future have
occurred at the date of the Statement of Financial Position.
This is subject to deferred tax assets only being recognised if it is considered more probable than
not that there will be suitable profits from which the future reversal of the temporary differences
can be deducted.
Due to the Company’s status as an investment trust company, and the intention to continue to
meet the conditions required to maintain approval for the foreseeable future, the Company has
not provided deferred tax on any capital gains and losses arising on the revaluation or disposal
of investments.
(i)
Dividends payable
Interim dividends are recognised as a liability in the period in which they are paid as no further
approval is required in respect of such dividends. Final dividends are recognised as a liability
only after they have been approved by Shareholders in general meeting.
(j)
Investments
Equity investments
All equity investments are classified on the basis of their contractual cashflow characteristics
and the Group’s business model for managing its assets. The business model, which is
the determining feature, is such that the portfolio of equity investments is managed, and
performance is evaluated, on the basis of fair value. Consequently, all equity investments are
measured at fair value through profit or loss.
Notes to the Financial Statements
1
Accounting policies – continued
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
76
For listed investments, fair value through profit or loss is deemed to be bid market prices or
closing prices for SETS stocks sourced from the London Stock Exchange. SETS is the London
Stock Exchange electronic trading service covering most of the market including all FTSE 100
constituents and most liquid FTSE 250 constituents along with some other securities. Gains
and losses arising from changes in fair value are included in net profit or loss for the period as
a capital item in the Statement of Comprehensive Income and are ultimately recognised in the
retained earnings.
Investment property
Investment properties are initially recognised at cost, being the fair value of consideration given,
including transaction costs associated with the investment property. Any subsequent capital
expenditure incurred in improving investment properties is capitalised in the period incurred and
is included within the book cost of the property.
After initial recognition, investment properties are measured at fair value. Gains and losses
arising from changes in fair value are included in net profit or loss for the period as a capital
item in the Statement of Comprehensive Income and are ultimately recognised in the retained
earnings.
As disclosed in Note 21, the Group leases out all of its properties on operating leases. An
operating lease is a lease that does not transfer substantially all the risks and rewards incidental
to ownership of an underlying asset. A property held under an operating lease is classified
and accounted for as an investment property where the Group holds it to earn rental, capital
appreciation or both. Any such property leased under an operating lease is carried at fair value.
Fair value is established by half-yearly professional valuation on an open market basis by Savills
(UK) Limited, Chartered Surveyors and Valuers, and in accordance with the RICS Valuation -
Global Standards January 2020 (the ‘RICS Red Book’). The determination of fair value by Savills
is supported by market evidence, excluding prepaid or accrued operating lease income arising
from the spreading of lease incentives or minimum lease payments because it has been recognised
as a separate liability or asset. The fair value of investment property held by a lessee as a right-
of-use asset reflects expected cash flows (including variable lease payments that are expected
to become payable). Accordingly, if a valuation obtained for a property is net of all payments
expected to be made, it will be necessary to add back any recognised lease liability, to arrive at
the carrying amount of the investment property using the fair value model. These valuations are
disclosed in Note 9 on pages 82 to 84.
The Company accounts for its investment in its subsidiary at fair value. All fair value
adjustments in relation to the subsidiary are eliminated on consolidation.
(k)
Cash and cash equivalents
Cash and cash equivalents comprises deposits held with banks that are repayable on demand.
(l)
Non - current liabilities
All new loans and borrowings are initially measured at cost, being the fair value of the
consideration received, less issue costs where applicable. Thereafter, all interest-bearing loans and
borrowings are subsequently measured at amortised cost. Amortised cost is calculated by taking
into account any discount or premium on settlement. The costs of arranging any interest-bearing
loans are capitalised and amortised over the life of the loan. When the term of a loan is modified,
the amortisation of costs is adjusted in line.
Notes to the Financial Statements
1
Accounting policies – continued
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
77
(m)
Leases
The Group leases properties that meet the definition of investment property. These right-of-use
assets are presented as part of Investments Properties in the Statement of Financial Position
and held at fair-value. All properties are leased out under operating leases and rental income is
recognised on a straight line basis over the expected term of the relevant lease. Many leases have
fixed or minimum rental uplifts and rental income is recognised on a straight line basis over the
expected term of the lease.
(n)
Critical accounting judgements and key estimates
The preparation of the Financial Statements requires the Directors to make judgements, estimates
and assumptions that may affect the application of accounting policies and the reported amounts
of assets and liabilities, income and expenses. The critical accounting area involving a higher
degree of judgement or complexity comprises the determination of fair value of the investment
properties. The Group engages independent professional qualified valuers to perform the
valuation. Information about the valuation techniques and inputs used in determining fair value
as at 31 March 2022 is disclosed in Note 9 to the Financial Statements on pages 82 to 84.
(o)
Adoption of new and revised Accounting Standards
The following new and revised Standards and Interpretations became effective during the year
and had no material impact on the amounts reported in these Financial Statements but may
impact accounting for future transactions and arrangements.
Standards
IFRS 16 Amendments - Covid 19-Related Rent Concessions (effective 1 June 2020)
IAS 39, IFRS 4, 7, 9 and 16 Amendments - Interest Benchmark Reform Phase 2 (effective
1 January 2021)
IFRS 16 Amendments - Covid-19 Related Rent Concessions beyond 30 June 2021 (effective
1 April 2021)
At the date of authorisation of these Financial Statements, the following Standards and
interpretations, which have not been applied to these Financial Statements, were in issue but
were not yet effective.
Standards
IAS 1 Amendments - Classification of Liabilities as Current or Non-Current (effective 1 January
2023)
IAS 1 Amendments - Disclosure of Accounting Policies (effective 1 January 2023)
IAS 8 Amendments - Definition of Accounting Estimates (effective 1 January 2023)
IAS 12 Amendments - Deferred Tax related to Assets and Liabilities arising from a Single
Transaction (effective 1 January 2023)
The Directors do not expect the adoption of these Standards and interpretations (or any other
Standards and interpretations which are in issue but not effective) will have a material impact on
the Financial Statements of the Group in future periods.
Notes to the Financial Statements
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
78
2022
2021
Group
£000
Company
£000
Group
£000
Company
£000
2
Income
Investment income
Dividends from listed investments in UK
1,682
1,682
3,414
3,414
Other operating income
Rental income
5,647
5,647
5,359
5,359
Interest receivable on short term deposits
–
–
159
159
Total income
7,329
7,329
8,932
8,932
Revenue
£000
2022
Capital
£000
Total
£000
Revenue
£000
2021
Capital
£000
Total
£000
3
Investment management fee
Group and Company
Investment management fee
1,088
2
1,090
301
702
1,003
A summary of the terms of the management agreement is given on page 39 of the Directors’ Report.
In November 2020, OLIM gave notice of its intention to wind up its operations in early 2021. As a result, the
investment management agreement with OLIM ceased with effect from 28 February 2021 and responsibility
for the management of the equity portfolio moved to OLIM Property Limited.
From 1st April 2021 the management fee has been allocated 100% to revenue (previously 30% to revenue,
70% to capital).
OLIM Property Limited received an investment management fee of £1,090,000
(2021 - £479,000)
, the
basis of calculation of which is given on page 39.
OLIM Limited received an investment management fee of £nil
(2021 - £524,000)
.
2022
2021
Group
£000
Company
£000
Group
£000
Company
£000
4
Other operating expenses
Fee payable to the Company’s auditor for the
audit of the Company’s accounts
55
55
63
63
- audit of the Subsidiary’s accounts
2
2
2
2
Directors’ fees
105
105
107
107
NIC on Directors’ fees
3
3
7
7
Fees for company secretarial services
222
222
230
230
Direct property costs
(2)
(2)
(80)
(80)
Other expenses
485
485
442
442
870
870
771
771
Notes to the Financial Statements
4
Other operating expenses – continued
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
79
Directors’ fees comprise the Chairman’s fees of £30,000
(2021 - £30,000)
, the Audit and Management
Engagement Committee Chairman’s fees of £24,500
(2021 - £24,500)
and fees of £22,000
(2021 - £22,000)
per annum paid to each other Director.
Additional information on Directors’ fees is given in the Directors’ Remuneration Report on pages 43
to 45.
2022
2021
Group
£000
Company
£000
Group
£000
Company
£000
5
Finance costs
Interest payable on:
11% First Mortgage Debenture Stock 2021
-
-
1,650
1,650
9.375% Debenture Stock 2026
1,875
1,875
1,875
1,875
Less amortisation of issue premium
(24)
(24)
(24)
(24)
Bank loan interest payable
1,181
1,181
1,307
1,307
Amortisation of loan expenses
67
67
85
85
Finance costs attributable to lease liabilities
78
78
191
157
3,177
3,177
5,084
5,050
2022
2021
Revenue
£000
Capital
£000
Total
£000
Revenue
£000
Capital
£000
Total
£000
6
Taxation
a)
Analysis of the tax credit/(charge) for the year:
Group
Current tax
(321)
321
–
(359)
359
–
Deferred tax
–
2,833
2,833
–
773
773
(321)
3,154
2,833
(359)
1,132
773
Factors affecting the total tax credit/(charge)
for year:
Profit before tax
21,429
11,847
Tax charge thereon at 19%
(2021 - 19%)
4,072
2,251
Effects of:
Non taxable dividends
(320)
(649)
Gains on investments not taxable
(3,655)
(1,857)
Movement in deferred tax not recognised
(2,930)
(518)
(2,833)
(773)
Notes to the Financial Statements
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
80
2022
2021
Revenue
£000
Capital
£000
Total
£000
Revenue
£000
Capital
£000
Total
£000
6
Taxation - continued
Company
Current tax
(321)
321
–
(359)
359
–
Deferred tax
–
2,833
2,833
–
773
773
(321)
3,154
2,833
(359)
1,132
773
Factors affecting the total tax credit/(charge)
for year:
Profit before tax
21,429
12,477
Tax charge thereon at 19%
(2021 - 19%)
4,072
2,371
Effects of:
Non taxable dividends
(320)
(649)
Gains on investments not taxable
(3,655)
(1,970)
Unrelieved finance costs
(2,930)
(525)
(2,833)
(773)
b)
Factors affecting future tax charges
Unutilised tax losses
23,192
25,617
Potential tax benefit at 19%
635
4,867
Potential tax benefit at 25%
4,963
–
5,598
4,867
Recognised as a deferred tax non-current asset
4,091
1,258
Not recognised as a deferred tax asset
1,507
3,609
5,598
4,867
The Company and Group have deferred tax assets of £5,774,000
(2021 - £4,867,000)
at 31 March 2022
relating to total accumulated unrelieved tax losses carried forward of £23,192,000
(2021 - £25,617,000)
.
The Company and Group have recognised deferred tax assets of £4,091,000
(2021 - £1,258,000)
, based
on forecast profits for the next five years but have not recognised deferred tax assets of £1,507,000
(2021 - £3,609,000)
arising as a result of losses carried forward. These losses do not have an expiry date
but it is considered too uncertain that the Group will generate profits against which these losses would be
available to offset and, on that basis, the deferred tax asset in respect of these losses has not been recognised.
2022
2021
Group
£000
Company
£000
Group
£000
Company
£000
7
Return per Ordinary Share
The return per Ordinary Share is based on
the following figures:
Revenue return
1,873
1,873
2,417
2,451
Capital return
22,389
22,389
10,203
10,799
Weighted average number of Ordinary
Shares in issue
43,557,464
43,557,464
45,216,413
45,216,413
Return per share - revenue
4.30p
4.30p
5.35p
5.42p
Return per share - capital
51.40p
51.40p
22.56p
23.88p
Total return per share
55.70p
55.70p
27.91p
29.30p
Notes to the Financial Statements
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
81
8
Dividends
2022
£000
2021
£000
Dividends on Ordinary Shares:
Third quarterly dividend of 2.90p per share
(2021- 2.90p)
paid 30 April 2021
1,263
1,321
Final dividend of 3.60p per share
(2021 - 3.40p)
paid 30 July 2021
1,568
1,549
First quarterly dividend of 3.00p per share
(2021- 2.90p)
paid 29 October 2021
1,307
1,321
Second quarterly dividend of 3.00p per share
(2021- 2.90p)
paid 28 January 2022
1,307
1,321
Dividends paid in the period
5,445
5,512
The third interim dividend of 3.00p
(2021 - 2.90p)
, paid on 29 April 2022, has not been included as a
liability in these Financial Statements.
The final dividend of 3.60p
(2021 - 3.60p)
, being paid on 29 July 2022, has not been included as a
liability in these Financial Statements.
Set out below is the total dividend paid and proposed in respect of the financial year, which is the
basis upon which the requirements of Sections 1158 - 1159 of the Corporation Tax Act 2010 are
considered. The current year’s revenue available for distribution by way of dividend is £1,874,000
(2021 - £2,451,000)
.
2022
£000
2021
£000
First quarterly dividend of 3.00p per share
(
2021- 2.90p)
paid 29 October 2021
1,307
1,321
Second quarterly dividend of 3.00p per share
(2021- 2.90p)
paid 28 January 2022
1,307
1,321
Third quarterly dividend of 3.00p per share
(2021 - 2.90p)
payable 29 April 2022
1,307
1,263
Final quarterly dividend of 3.60p per share
(2021 - 3.60p)
payable 29 July 2022
1,568
1,568
5,489
5,473
The final dividend is based on the latest share capital of 43,557,464 Ordinary Shares excluding those held
in Treasury.
Notes to the Financial Statements
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
82
Investment
properties
£’000
Equities
£’000
Total
£’000
9
Investments
Group
Cost at 31 March 2021
70,589
18,766
89,355
Unrealised appreciation
10,543
9,815
20,358
Valuation at 31 March 2021
81,132
28,581
109,713
Purchases
63,418
30,456
93,874
Sales proceeds
(3,298)
(36,235)
(39,533)
Realised gains on sales
(767)
11,207
10,440
Movement in unrealised appreciation in year
15,353
(7,138)
8,215
Valuation at 31 March 2022
155,838
26,871
182,709
Investment
properties
£’000
Investment
in Subsidiary
£’000
Equities
£’000
Total
£’000
Company
Cost at 31 March 2021
70,589
200
18,766
89,555
Unrealised appreciation
10,543
-
9,815
20,358
Valuation at 31 March 2021
81,132
200
28,581
109,913
Purchases
63,418
–
30,456
93,874
Sales proceeds
(3,298)
–
(36,235)
(39,533)
Realised gains on sales
(767)
–
11,207
10,440
Movement in unrealised appreciation in year
15,353
–
(7,138)
8,215
Valuation at 31 March 2022
155,838
200
26,871
182,909
The fair value valuation given by Savills plc excludes prepaid or accrued operating lease income arising from
the spreading of lease incentives or minimum lease payments and for adjustments to recognise finance lease
liabilities for one leasehold property, both in accordance with IFRS 16. The valuation has, therefore, been
increased.
2022
£’000
2021
£’000
Savills plc valuation
155,478
80,550
Operating lease assets
(2,502)
(2,289)
Finance lease liabilities
2,862
2,871
Valuation of Investment Properties
155,838
81,132
Increase in fair value
360
582
The fair value valuation given by Savills plc includes £3,278,000 relating to the properties at Barton-upon-
Humber and Bradford where contracts have been exchanged for sale in May 2022.
The movement in unrealised appreciation in the year disclosed in the Company’s Statement of
Comprehensive Income includes amortisation of £nil (2021 - £630,000) relating to the transfer of the 11%
Debenture Stock 2021 from Audax Properties Limited to the Company in 2014.
Notes to the Financial Statements
9
Investments – continued
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
83
Transaction costs
During the year expenses were incurred in acquiring and disposing of investments classified as fair value
through profit or loss. These have been expensed through capital and are included within gains and
losses on investments in the Statement of Comprehensive Income. The total costs were as follows:-
2022
£'000
2021
£'000
Purchases
95
27
Sales
32
75
127
102
The fair values of the investment properties were independently valued by professional valuers from
Savills (UK) Limited, acting in the capacity of External Valuers as defined in the RICS Red Book (but
not for the avoidance of doubt as an External Valuers of the portfolio as defined by the Alternative
Investment Fund Managers Regulations 2013). The valuations were prepared on the basis of Fair Value
as required by the IFRS (International Financial Reporting Standards). In addition, the valuations have
also been prepared in accordance with RICS Valuation – Professional Standards VPS 3.5 Fair Value
and VPS 4.1 Valuations for Inclusion in Financial Statements. The definition of Fair Value is set out
in IFRS 13 and is adopted by the International Accounting Standards Board as follows: “The price
that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between
market participants at the measurement date” The RICS Red Book directs us to consider that Fair Value
is consistent with the concept of Market Value, the definition of which is set out in Valuation Practice
Statement 4 1.2 of the Red Book, as follows: “The estimated amount for which an asset or liability
should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length
transaction after proper marketing and where the parties had each acted knowledgeably, prudently
and without compulsion.” The valuations have been arrived at predominantly by reference to market
evidence for comparable property (Level 3 of the Fair Value Hierarchy). As part of Savills’ standard
process, the valuations were carried out by specialist valuers, which were peer reviewed and reviewed
again prior to the valuation date. During the review process, the various characteristics of each property
were taken into consideration.
Property portfolio
Fair value - Group
£'000
Key unobservable input
Inputs
Range
Blended Yield
Industrial
52,174
Net Equivalent Yield
3.00% - 5.25%
4.50%
Supermarkets
42,584
Net Equivalent Yield
4.00% - 6.50%
5.00%
Pubs
20,456
Net Equivalent Yield
4.50% - 8.50%
6.50%
Other
13,285
Net Equivalent Yield
4.75% - 8.00%
5.50%
Roadside
10,802
Net Equivalent Yield
5.25% - 5.50%
5.50%
Leisure
7,751
Net Equivalent Yield
6.50% - 7.50%
7.50%
Hotels
7,386
Net Equivalent Yield
4.85%
4.85%
154,438*
*The aggregate excludes the Premier Inn Alnwick, valued at £1,400,000 as this is a development
property.
A 50 bps increase in the equivalent yield applied would have increased the net assets attributable to
the Group and Company’s Shareholders and the total gain for the year by £17,012,000. A 50 bps
decrease in the equivalent yield applied would have decreased the net assets attributable to the Group
and Company’s Shareholders and the total gain for the year by £13,428,000. A 5% decrease in the
Notes to the Financial Statements
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
84
9
Investments – continued
rental value applied would have decreased the net assets attributable to the Group and Company’s
Shareholders and the total gain for the year by £3,998,000. A 5% increase in the rental value applied
would have increased the net assets attributable to the Group and Company’s Shareholders and the
total profit for the year by £4,652,000.
Investment in subsidiary
Country of
incorporation
Date of acquisition
%
Ownership
Principal
activity
Name
Value and Indexed Property Income Services Limited
(formerly Value and Income Services Limited)
UK
16 January 2014
100
AIFM
2022
2021
Group
£000
Company
£000
Group
£000
Company
£000
10 Receivables
Amounts falling due within one year:
Dividends receivable
98
98
251
251
Prepayments and accrued income
418
418
721
721
Amounts due from brokers
4,193
4,193
–
–
4,709
4,709
972
972
Amounts falling due after more than one year:
Rental
2,238
2,238
2,017
2,017
6,947
6,947
2,989
2,989
Many of the Company’s leases provide for minimum and maximum increases of rental at future rent
reviews. Minimum increases have been averaged over the life of the lease, generating amounts receivable
which require to be recognised as an asset.
2022
2021
Group
£000
Company
£000
Group
£000
Company
£000
11 Payables
Amounts due to OLIM Property Limited
103
103
84
84
Accruals and other creditors
1,676
1,676
1,653
1,653
Value Added Tax payable
312
312
572
572
Amounts due to brokers
324
324
-
-
Lease liability
8
8
9
9
2,423
2,423
2,318
2,318
The amount due to OLIM Property Limited comprises the monthly management fee for March 2022,
subsequently paid in April 2022.
Notes to the Financial Statements
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
85
2022
2021
Group
£000
Company
£000
Group
£000
Company
£000
12 Non-current liabilities
Bank loans
37,000
37,000
37,000
37,000
Balance of costs incurred
(473)
(473)
(536)
(536)
Costs incurred in the year
–
–
(22)
(22)
Add : Debit to income for the year
85
85
85
85
36,612
36,612
36,527
36,527
9.375% Debenture Stock 2026
20,000
20,000
20,000
20,000
Add : Balance of premium less issue expenses
135
135
159
159
Less : Credit to income for the year
(24)
(24)
(24)
(24)
20,111
20,111
20,135
20,135
Total borrowings
56,723
56,723
56,662
56,662
Lease liability payable in more than one year
- within 2 - 5 years
28
28
37
37
- over 5 years
2,826
2,826
2,825
2,825
Total payables
2,854
2,854
2,862
2,862
59,577
59,577
59,524
59,524
The Company has a £15,000,000 fixed term secured loan facility for a period of up to ten years to
31 March 2026 (2021 - £15,000,000). At 31 March 2022, £11,893,750 was drawn down at a rate of
4.344% and £3,106,250 was drawn down at a rate of 3.60%. The terms of the loan facility contain
financial covenants that require the Company to ensure that:-
-
in respect of each 3 month period ending on 31 March and 30 September (the Half Year dates),
net rental income shall be at least 200 per cent of interest costs;
-
in respect of each 12 month period beginning immediately after 31 March and 30 September, net
rental income shall be at least 200 per cent of interest costs; and
-
at all times, the loan shall not exceed 60 per cent of the value of the properties that have been
charged.
On 28 November 2019, the Company entered into a £22,000,000 fixed term secured loan facility for
a period of up to seven years to 30 November 2026. On 3 March 2021, this facility was extended
until 31 March 2031. At 31 March 2022, £20,900,000 was drawn down at a fixed rate of 3.28099%
and £1,100,000 was drawn down at a variable rate of 2.55550% (being LIBOR for the period equal
in length to the interest period of the loan plus a margin of 2.35%). The terms of the loan facility
contain financial covenants that require the Company to ensure that:-
-
the total debt ratio does not at any time exceed 50 per cent;
-
projected interest cover is not less than 200 per cent at all times; and
-
the Loan to Value shall not exceed 68% of the value of the properties that have been charged.
The 9.375% Debenture Stock 2026 issued by VIP is repayable at par on 30 November 2026 and is
secured by a floating charge over the property and assets of the Company.
Notes to the Financial Statements
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
86
12 Non-current liabilities – continued
The Trust Deed of the 9.375% Debenture Stock contains restrictions and events of default. The restrictions
require that the aggregate group borrowings, £57 million, must not at any time exceed the total group
capital and reserves (equivalent to net assets of £136.9 million as at 31 March 2022).
The fair values of the loan and the debentures are disclosed in Note 21 on pages 89 to 94 and the net asset
value per share, calculated with the borrowings at fair value, is disclosed in Note 17 on pages 87 and 88.
13 Deferred tax
Under IAS 12, provision must be made for any potential tax liability on revaluation surpluses.
As an investment trust, the Company does not incur capital gains tax and no provision for deferred
tax is, therefore, required in this respect.
As disclosed in Note 6 on pages 79 and 80, a deferred tax asset has been recognised to reflect the
estimated value of tax losses carried forward which are likely to be capable of offset against future
profits.
2022
£000
2021
£000
14 Share capital
Authorised:
56,000,000 ordinary shares of 10p each
(2021 - 56,000,000)
5,600
5,600
Called up, issued and fully paid:
43,557,464 ordinary shares of 10p each
(2021 - 43,557,464)
4,356
4,356
Treasury shares:
1,992,511 ordinary shares of 10p each
(2021 - 1,992,511)
199
199
4,555
4,555
The ordinary share capital on the Statement of Financial Position relates to the number of Ordinary
Shares in issue and in Treasury. Only when shares are cancelled, either from Treasury or directly, is a
transfer made to the Capital Redemption Reserve.
During the prior year, the Company repurchased 1,992,511 Ordinary Shares at a cost of £4,332,281
including expenses. All of these shares were placed in Treasury.
2022
2021
Group
£000
Company
£000
Group
£000
Company
£000
15 Share premium
Opening balance
18,446
18,446
18,446
18,446
Notes to the Financial Statements
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
87
2022
2021
Group
£000
Company
£000
Group
£000
Company
£000
16 Retained earnings
Opening balance at 31 March 2021
95,082
95,082
92,306
91,676
Profit for the year
24,262
24,262
12,620
13,250
Dividends paid (see Note 8)
(5,445)
(5,445)
(5,512)
(5,512)
Buyback of Ordinary Shares for Treasury
(see Note 14)
–
–
(4,332)
(4,332)
Closing balance at 31 March 2022
113,899
113,899
95,082
95,082
The table below shows the movement in retained earnings analysed between revenue and capital items.
2022
2021
Revenue
£000
Capital
£000
Total
£000
Revenue
£000
Capital
£000
Total
£000
Group
Opening balance at 31 March 2021
96
94,986
95,082
3,191
89,115
92,306
Profit for the year
1,873
22,389
24,262
2,417
10,203
12,620
Dividends paid (see Note 8)
(5,445)
–
(5,445)
(5,512)
–
(5,512)
Buyback of Ordinary Shares for
Treasury (see Note 14)
–
–
–
–
(4,332)
(4,332)
Closing balance at 31 March 2022
(3,476)
117,375
113,899
96
94,986
95,082
Company
Opening balance at 31 March 2021
(991)
96,073
95,082
2,070
89,606
91,676
Profit for the year
1,873
22,389
24,262
2,451
10,799
13,250
Dividends paid (see Note 8)
(5,445)
–
(5,445)
(5,512)
–
(5,512)
Buyback of Ordinary Shares for
Treasury (see Note 14)
–
–
–
–
(4,332)
(4,332)
Closing balance at 31 March 2022
(4,563)
118,462
113,899
(991)
96,073
95,082
Of the Company’s Retained Earnings of £113,899,000, £85,326,000 is considered to be distributable.
17 Net asset value per equity share
The net asset values per Ordinary Share are based on the Group’s net assets attributable of
£136,900,000
(2021 - £118,083,000)
and on the Company’s net assets attributable of £136,900,000
(2021 - £118,083,000)
and on 43,557,464
(2021 - 43,557,464)
Ordinary Shares in issue at the year
end, excluding shares held in Treasury.
The net asset value per Ordinary Share, based on the net assets of the Group and the Company
adjusted for borrowings at fair value (see Note 21) of £132,836,000
(2021 - £111,755,000)
is 304.97p
(2021 - 256.57p)
Notes to the Financial Statements
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
88
17 Net asset value per equity share – continued
2022
2021
Group
Company
Group
Company
Net assets at 31 March 2022
136,900
136,900
118,083
118,083
Fair value adjustments
(4,064)
(4,064)
(6,328)
(6,328)
Net assets with borrowings at fair value
132,836
132,836
111,755
111,755
Number of shares in issue
43,557,464
43,557,464
43,557,464
43,557,464
Net asset value per share
314.30p
314.30p
271.10p
271.10p
Net asset value per share with
borrowings at fair value
304.97p
304.97p
256.57p
256.57p
2022
2021
Group
£000
Company
£000
Group
£000
Company
£000
18 Reconciliation of income from operations before tax to net cash inflow from operating activities
Income from operations before tax
26,566
26,566
18,705
19,301
Gains on investments
(19,237)
(19,237)
(9,773)
(10,369)
Investment management fee
(1,090)
(1,090)
(1,003)
(1,003)
Other operating expenses
(870)
(870)
(771)
(771)
Decrease/(increase) in receivables
303
303
(274)
(274)
Increase in other payables
218
218
391
391
Net cash from operating activities
5,890
5,890
7,275
7,275
2022
2021
Group
£000
Company
£000
Group
£000
Company
£000
19 Reconciliation of current and non-current liabilities arising from financing activities
Cash movements
Payment of rental (for leasing)
88
88
209
209
Repayment of debenture
–
–
15,000
15,000
Loan costs
32
32
22
22
Non-cash movements
Finance costs (for leasing)
(78)
(78)
1,179
2,407
Changes in fair value
(33)
(33)
–
630
Amortisation of loan premium and expenses and fair
value adjustment
(61)
(61)
(61)
(61)
Change in debt in the year
(52)
(52)
16,349
18,207
Opening debt at 31 March 2021
(59,533)
(59,533)
(75,882)
(77,740)
Closing debt at 31 March 2022
(59,585)
(59,585)
(59,533)
(59,533)
Notes to the Financial Statements
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
89
20 Relationship with the Investment Manager and Related Parties
Value and Indexed Property Income Services Limited is a wholly owned subsidiary of Value and Indexed
Property Income Trust PLC and all costs and expenses are borne by Value and Indexed Property Income
Trust PLC. Value and Indexed Property Income Services Limited has not traded during the year.
Matthew Oakeshott is a director of OLIM Property Limited which has an agreement with the Group to
provide investment management services, the terms of which are outlined on page 39 and in Note 3 on
page 78.
21 Financial instruments and investment property risks
Risk management
The Group’s and the Company’s financial instruments and investment property comprise securities, property
and other investments, cash balances, loans and debtors and creditors that arise directly from its operations;
for example, in respect of sales and purchases awaiting settlement or debtors for accrued income.
The Manager has a dedicated investment management processes that ensures that the Investment
Policy set out on page 27 is achieved. For equities, stock selection procedures are in place based on
active portfolio management and the identification of stocks. The portfolio is reviewed on a periodic
basis by a senior investment manager and by OLIM Property’s Investment Committee.
Additionally, the Manager’s Compliance Officer continually monitors the Group’s investment and
borrowing powers and reports to the Manager.
The main risks that the Group faces from its financial instruments are:
(i) market risk (comprising price risk, interest rate risk and currency risk)
(ii) liquidity risk
(iii) credit risk
The Board regularly reviews and agrees policies for managing each of these risks. The Manager’s
policies for managing these risks are summarised below and have been applied throughout the year.
(i) Market risk
The fair value of, or future cash flows from, a financial instrument held by the Group may fluctuate
because of changes in market prices. This market risk comprises three elements - price risk, interest
rate risk and currency risk.
Price risk
Price risks (i.e. changes in market prices other than those arising from interest rate or currency risk)
may affect the value of the Group’s investments.
It is the Board’s policy to hold an appropriate spread of investments in the portfolio in order to reduce
the risk arising from factors specific to a particular sector. For equities, asset allocation and stock
selection, as set out in the Investment Policy on page 27, both act to reduce market risk. The Manager
actively monitors market prices throughout the year and reports to the Board, which meets regularly
in order to review investment strategy. The investments held by the Company are listed on the London
Stock Exchange.
All investment properties held by the Group are commercial properties located in the UK with long,
strong income streams.
Notes to the Financial Statements
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
90
21 Financial instruments and investment property risks – continued
Price risk sensitivity
If market prices at the date of the Statement of Financial Position had been 10% higher or lower,
while all other variables remained constant, the return attributable to ordinary shareholders for the
year ended 31 March 2022 would have increased/decreased by £18,271,000
(2021 - increase/decrease
of £10,971,000)
and equity reserves would have increased/ decreased by the same amount.
Interest rate risk
Interest rate movements may affect:
-
the fair value of the investments in property; and
-
the level of income receivable on cash deposits.
The possible effects on fair value and cash flows that could arise as a result of changes in interest rates
are taken into account when making investment and borrowing decisions.
The Board imposes borrowing limits to ensure gearing levels are appropriate to market conditions
and reviews these on a regular basis. Borrowings comprise debenture stock and five and ten year
bank loans, providing secure long-term funding. It is the Board’s policy to maintain a gearing level,
measured on the most stringent basis of calculation after netting off cash equivalents, of between 25%
and 50%. Details of borrowings at 31 March 2022 are shown in Notes 11 and 12 on pages 84 to 86.
Interest risk profile
The interest rate risk profile of the portfolio of financial assets and liabilities at the statement of
financial position date was as follows:
Weighted average
period for which
rate is fixed
Years
Weighted average
interest rate
%
Fixed rate
£’000
Floating rate
£’000
At 31 March 2022
Assets
Sterling
–
–
–
5,153
Total assets
–
–
–
5,153
At 31 March 2022
Liabilities
Sterling
6.17
5.64
57,000
–
Total liabilities
6.17
5.64
57,000
–
At 31 March 2021
Assets
Sterling
–
–
–
65,965
Total assets
–
–
–
65,965
At 31 March 2021
Liabilities
Sterling
7.17
5.64
57,000
–
Total liabilities
7.17
5.64
57,000
–
Notes to the Financial Statements
21 Financial instruments and investment property risks – continued
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
91
The weighted average interest rate on borrowings is based on the interest rate payable, weighted by the total
value of the loans. The maturity dates of the Group’s loans are shown in Notes 11 and 12 on pages 84 to 86.
The floating rate assets consist of cash deposits on call, earning interest at prevailing market rates.
The Group’s equity and property portfolios and short term receivables and payables are non interest
bearing and have been excluded from the above tables. All financial liabilities are measured at amortised
cost.
Interest rate sensitivity
The sensitivity analyses below have been determined based on the exposure to interest rates at the
statement of financial position date and the stipulated change taking place at the beginning of the
financial year and held constant throughout the reporting period in the case of instruments that have
floating rates.
If interest rates had been 100 basis points higher or lower and all other variables were held constant,
the Group’s:
-
profit for the year ended 31 March 2022 would increase/decrease by £31,000
(2021 - increase /
decrease by £47,000)
. This is mainly attributable to the Group’s exposure to interest rates on its
floating rate cash balances.
-
the Group holds no financial instruments that will have an equity reserve impact.
In the opinion of the Directors, the above sensitivity analyses are not representative of the year as
a whole, since the level of exposure changes frequently as part of the interest rate risk management
process used to meet the Group’s objectives.
Currency risk
A small proportion of the Group’s investment portfolio is invested in securities whose fair value and dividend
stream are affected by movements in foreign exchange rates. It is not the Group’s policy to hedge this risk.
Currency sensitivity
There is no sensitivity analysis included as the Group has no outstanding foreign currency denominated
monetary items. Where the Group’s equity investments (which are non-monetary items) are affected, they
have been included within the other price risk sensitivity analysis so as to show the overall level of exposure.
(ii) Liquidity risk
This is the risk that the Group will encounter difficulty in meeting obligations associated with its
financial liabilities.
The Group’s assets comprise of readily realisable securities which can be sold to meet commitments if
required and investment properties which, by their nature, are less readily realisable. The maturity of
the Group’s existing borrowings is set out in the interest risk profile section of this note.
The table below details the Group’s remaining contractual maturity for its financial liabilities, based
on the undiscounted cash outflows, including both interest and principal cash flows, and on the
earliest date upon which the Group can be required to make payment.
Notes to the Financial Statements
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
92
21 Financial instruments and investment property risks – continued
As at 31 March 2022
Carrying
value
£’000
Expected
cashflows
£’000
Due within
3 months
£’000
Due between
3 months
and 1 year
£’000
Due after
1 year
£’000
Borrowings
57,850
75,519
1,261
1,955
72,303
Leases
2,895
7,265
22
65
7,178
Other payables
356
356
356
–
–
Total
61,101
83,140
1,639
2,020
79,481
As at 31 March 2021
Borrowings
57,853
78,738
1,268
1,951
75,519
Leases
2,871
7,351
22
65
7,264
Other payables
527
527
527
–
–
Total
61,251
86,616
1,817
2,016
82,783
(iii) Credit risk
This is the failure of a counterparty to a transaction to discharge its obligations under that transaction
that could result in the Group suffering a loss.
The risk is not significant and is managed as follows:
-
investment transactions are carried out on behalf of VIP by an outsourced dealing agent.
Settlement of these transactions is executed by a large investment bank whose credit standing is
reviewed periodically by OLIM Property (which reports to VIS).
-
the risk of counterparty exposure due to failed trades causing a loss to the Group is mitigated
by the review of failed trade reports on a daily basis. In addition, a stock reconciliation to third
party administrators’ records is performed on a daily basis to ensure that discrepancies are
picked up on a timely basis.
-
cash is held only with reputable banks with high quality external credit ratings which are
monitored on a regular basis.
Credit risk exposure
In summary, compared to the amounts on the Group Statement of Financial Position, the maximum
exposure to credit risk during the year to 31 March was as follows:
2022
2021
Statement
of Financial
Position
£’000
Maximum
exposure
£’000
Statement
of Financial
Position
£’000
Maximum
exposure
£’000
Current assets
Cash and cash equivalents
5,153
58,689
65,965
83,209
Other receivables
4,709
5,186
597
7,733
9,862
63,875
66,562
90,942
Notes to the Financial Statements
21 Financial instruments and investment property risks – continued
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
93
(iv) Property risk
The Group’s commercial property portfolio is subject to both market and specific property risk.
Since the UK commercial property market has been markedly cyclical for many years, it is prudent to
expect that to continue. The price and availability of credit, real economic growth and the constraints
on the development of new property are the main influences on the property investment market.
Against that background, the specific risks to the income from the portfolio are tenants being unable
to pay their rents and other charges, or leaving their properties at the end of their leases. All leases are
on full repairing and insuring terms, with upward only rent reviews and the average unexpired lease
length is 20 years
(2021 - 17 years)
. Details of the tenant and geographical spread of the portfolio are
set out on page 16. The long-term record of performance through the varying property cycles since
1987 is set out on page 22. OLIM Property is responsible for property investment management, with
surveyors, solicitors and managing agents acting on the portfolio under OLIM Property’s supervision.
The Group leases out its investment property to its tenants under operating leases. At 31 March 2022,
the future minimum lease receipts under non-cancellable leases are as follows:-
2022
£000
2021
£000
Due within 1 year
8,159
5,152
Due between 2 and 5 years
32,525
20,362
Due after more than 5 years
78,686
63,155
119,370
88,669
This amount comprises the total contracted rent receivable as at 31 March 2022.
None of the Group’s financial assets is past due or impaired.
Fair values of financial assets and financial liabilities
All assets and liabilities of the Group other than receivables and payables and the borrowings are
included in the Statement of Financial Position at fair value.
(i) Fair value hierarchy disclosures
All assets and liabilities of the Group other than receivables and payables and the borrowings are
included in the Statement of Financial Position at fair value.
The table below sets out fair value measurements using the IFRS 13 Fair Value hierarchy:-
At 31 March 2022
Level 1
£000
Level 2
£000
Level 3
£000
Total
£000
Equity investments
26,871
–
–
26,871
Investment properties
–
–
155,838
155,838
26,871
–
155,838
182,709
At 31 March 2021
Equity investments
28,581
–
–
28,581
Investment properties
–
–
81,132
81,132
28,581
–
81,132
109,713
Notes to the Financial Statements
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
94
21 Financial instruments and investment property risks – continued
Company and Group numbers per the above fair value disclosures are the same except for the
investment of £200,000 made by the Company in its subsidiary, which was the subject of an
inter-group transfer in 2014.
Fair value categorisation within the hierarchy has been determined on the basis of the degree to which
the inputs to the fair value measurements are observable and the significance of the inputs to the fair
value measurement in its entirety as follows:-
Level 1 - inputs are unadjusted quoted prices in an active market for identical assets
Level 2 - inputs, not being quoted prices, are observable, either directly (i.e. as prices) or indirectly
(i.e. derived from prices)
Level 3 - inputs are not observable
There were no transfers between Levels during the year.
(ii) Borrowings
The fair value of borrowings has been calculated at £61,064,000 as at 31 March 2022
(2021 -
£62,652,000)
compared to a Statement of Financial Position value in the Financial Statements of
£56,723,000
(2021 - £56,662,000)
per Notes 11 and 12.
The fair value of the debenture is determined by comparison with the fair value of an equivalent gilt
edged security, discounted to reflect the differing levels of credit worthiness of the borrowers. The fair
values of the loans are determined by a discounted cash flow calculation based on the appropriate
inter-bank rate plus the margin per the loan agreement. These instruments are, therefore, considered
to be Level 2 as defined above. There were no transfers between Levels during the year.
All other assets and liabilities of the Group are included in the Statement of Financial Position at
fair value.
Fair Value
Statement of Financial
Position Value
2022
£000
2021
£000
2022
£000
2021
£000
9.375% Debenture Stock 2026
23,592
25,517
20,111
20,135
23,592
25,517
20,111
20,135
Bank loans
37,472
37,135
36,612
36,527
61,064
62,652
56,723
56,662
Notes to the Financial Statements
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
95
22 Capital management policies and procedures
The Group’s capital management objectives are:
-
to ensure that the Group will be able to continue as a going concern; and
-
to maximise the return to its equity shareholders in the form of long term real growth in
dividends and capital value without undue risk through the optimisation of the debt and equity
balance.
The capital of the Group consists of equity, comprising issued capital, reserves, borrowings and
retained earnings.
The Board monitors and reviews the broad structure of the Group’s capital. This review includes:
-
the planned level of gearing which takes into account the Managers’ views on the market and the
extent to which revenue in excess of that which requires to be distributed should be retained.
The Group’s objectives, policies and processes for managing capital are unchanged from the preceding
accounting period.
Details of the Group’s gearing and financial covenants are disclosed in Notes 11 and 12 on pages 84
to 86.
23 Commitments
At the Statement of Financial Position date, the Company had entered into capital expenditure
commitments on a land asset within the property portfolio. This undertaking is dependent on a
number of outcomes and independent valuations.
Property
£000
Alnwick - Land at Willowburn Trading Estate, Willowburn Avenue
6,000
24 Events after the Statement of Financial Position Date
The Company announced on 9 May 2022 an increase of £8 million on an existing loan at a net
effective interest rate of 3.65% and an extension in its maturity to 31 March 2033 from 31 March
2031.
The Company announced on 24 May 2022 that its 2026 Debenture Stock will be redeemed early on
28 June 2022, under and in terms of the trust deed constituting the 2026 Debenture Stock (the Trust
Deed). The redemption price for the 2026 Debenture Stock will be determined in accordance with the
terms of the Trust Deed and will be communicated to holders of the 2026 Debenture Stock shortly
before the redemption date.
The Board is recommending the payment of a final dividend of 3.6p per Ordinary Share (2021: 3.6p)
and, subject to receiving Shareholder approval at the 2022 AGM, will be paid on 29 July 2022 to all
Shareholders on the register on 1 July 2022.
There are no other significant subsequent events for the Group or the Company though purchases and
sales of property in the normal course of business which completed after the year end are disclosed on
page 12.
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96
Alternative Investment Fund Managers Directive
Value and Indexed Property Income Trust PLC
(the Company) is an alternative investment
fund (AIF) for the purposes of the Alternative
Investment Fund Managers Directive
(AIFMD). The Company has appointed its
wholly owned subsidiary, Value and Indexed
Property Income Services Limited (VIS), to
act as its alternative investment fund manager
(AIFM). VIS is authorised and regulated by
the FCA.
As the AIFM, VIS has responsibility
for the portfolio management and risk
management of the assets of the Company.
VIS has delegated its portfolio management
responsibilities for the property and equity
portfolios to OLIM Property (the Investment
Manager). The delegation by VIS of its
management responsibilities is in accordance
with the delegation requirements of the
AIFMD. The Investment Manager remains
subject to the supervision and direction of VIS
and the Board.
An additional requirement of the AIFMD
is to appoint a depositary on behalf of the
Company to oversee the custody and cash
arrangements of the Company. The Company
has appointed BNP Paribas Securities Services
to act as the Company’s Depositary.
Disclosures
The Company and VIS are required to
make certain disclosures available to
investors in accordance with the AIFMD.
Those disclosures which require to be
made prior to investment are contained
in an investor disclosure document which
can be found on the Company’s web
pages hosted by the Investment Manager
at
www.olimproperty.co.uk/value-
and-indexed-property-income-trust.html
.
The Investor Disclosure Document was
updated in May 2022 following an increase in
borrowings on one of the Company’s secured
term loans.
The Company and VIS also make the
following periodic disclosures to investors
in accordance with the requirements in
the AIFMD:
•
Investment Management:
Details of the
investment objective, strategy and policy
of the Company are included in the
Strategic Report. A list of all holdings
is included on page 20 (properties) and
page 24 (equities).
•
Valuation of illiquid assets:
None
of the Company’s assets is subject to
special arrangements arising from their
illiquid nature.
•
Liquidity management:
There are no new
arrangements for managing the liquidity
of the Company or any material changes
to the liquidity management systems and
procedures employed by the Company.
•
Risk Management:
VIS has an ongoing
process for identifying, evaluating and
managing the principal and emerging risks
faced by the Company. Further details of the
risk profile and risk management systems
of the Company are set out in the Strategic
Report and in Note 21 to the Financial
Statements. There have been no changes to
the risk management systems in place in the
period under review and no breaches of any
of the risk limits set, with no breach expected.
•
AIFM Remuneration:
All authorised
AIFMs are required to comply with
the AIFMD Remuneration Code. The
expenses which VIS incurs in the provision
of AIFM services are met by the Company.
During the year ended 31 March 2022,
all of the directors of VIS were the same
as the Directors of the Company, with the
exception of Matthew Oakeshott who is
not a director of VIS, and no additional
staff were employed by VIS. The Directors
of the Company do not receive a separate
fee in respect of being directors of VIS
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Alternative Investment Fund Managers Directive
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
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97
and details of the remuneration of the
Directors is set out in the Directors’
Remuneration Report on pages 43 to
45. The Investment Manager receives
remuneration separately (as set out on
page 39). The Investment Manager is
bound by regulatory requirements on
remuneration that are equally as effective
as those applicable to VIS under the
AIFMD Remuneration Code.
Leverage
Circumstances when the Company may
use leverage
Leverage may be used where it is believed that the
assets funded by borrowed monies will generate a
return in excess of the cost of borrowing.
In a rising market, gearing will tend to enhance
returns because of the increased exposure to the
markets but it will tend to increase losses in the
event of a falling market. Leverage is, therefore,
consistently monitored.
Types and sources of leverage permitted
The Company has a long-standing policy of
funding most of the increases in its property
portfolio through the judicious use of borrowings.
Gearing will normally be within a range of 25 per
cent. and 50 per cent. of the total portfolio. The
Company will not raise new borrowings if total
net borrowings would then represent more than
50 per cent. of the total assets.
On 26 February 2015, a five year secured term
loan facility of £5 million was arranged at a
five year fixed interest rate of 4% including
all costs. This facility was used to fund further
property acquisitions. This loan was refinanced
on 12 May 2016 and a new ten year secured
term loan facility of £15 million was arranged
at a ten year interest rate of 4.4% including all
costs and replaced the original £5 million loan
arranged in February 2015.
On 28 November 2019, the Company agreed a
seven year secured term loan of £22 million at
a fixed interest rate of 3.1% per annum (3.3%
per annum after all expenses) on £20.9 million
and at a floating rate of Libor plus 2.35% on
the balance of £1.1 million. The net proceeds
were held on accessible deposit until 31 March
2021 when they were used to refinance the
Company's £15 million 11% First Mortgage
Debenture Stock 2021 which expired on that
date and to support the acquisition of further
UK properties and equities in accordance with
the Company’s investment policy. On 3 March
2021, the term of this agreement was extended
to 31 March 2031 at a new fixed interest rate
of 3.28% on the £20.9 million. On 27 April
2022, an additional £8 million was borrowed
bringing the loan amount to £30 million, with
the term of the loan extended to 31 March
2033. This borrowing is now at a rate of
3.46% on £28.5 million with the balance of
£1.5 million on a floating rate (SONIA) plus a
margin of 2.2%.
The maximum level of leverage which the
AIFM is entitled to employ on behalf of
the Company
Under the AIFMD, the Company is
required to calculate leverage under the two
methodologies specified by the AIFMD,
the ‘Gross Method’ and the ‘Commitment
Method’, the difference being that the
Commitment Method allows some netting and
hedging arrangements to reduce exposures.
VIS has set a maximum leverage limit of
200% under both the Gross Method and
Commitment Method. As noted above, these
leverage limits are subject to a long-standing
policy not to raise new borrowings if total net
borrowings would represent more than half of
total assets.
The table below sets out the current maximum
permitted range and the actual level of
leverage for the Company, as a percentage of
adjusted Shareholders’ funds:
Gross
Method (%)
Commitment
Method (%)
Limit
200
200
Actual level at
31 March 2022
140
142
There have been no changes to the maximum
level of leverage that the Group has employed
and no changes to the right of reuse of
collateral or any guarantee granted under the
leveraging arrangements.
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98
How to Invest in Value and Indexed Property
Income Trust PLC
The Company’s leveraging arrangements are
collateralised through the granting of charges
over the properties in the property portfolio
to the Trustee of the Debenture Stock and to
the respective providers of the two secured
term loans.
Direct
Investors can buy and sell shares in Value
and Indexed Property Income Trust PLC
directly through a stockbroker or indirectly
through a lawyer, accountant or other
professional adviser.
Keeping you Informed
The net asset value per Ordinary Share of the
Company is calculated and published monthly
on the London Stock Exchange where the
latest Ordinary Share price is also displayed,
subject to a delay of 15 minutes. “VIP” is the
Code for the Ordinary Shares which may be
found at
www.londonstockexchange.com
.
Additional data on the Company and
other investment trusts may be found
at
www.trustnet.co.uk
.
Customer Services
For enquiries in relation to Ordinary Shares
held in certificated form, please contact the
Company’s registrars:
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol, BS99 6ZZ
Telephone: 0370 703 0168
www.investorcentre.co.uk/contactus
Note
Please remember that past performance is
not a guide to the future. Stock market and
currency movements may cause the value of
shares and the income from them to fall as
well as rise and investors may not get back the
amount they originally invested.
As with all equity investments, the value of
investment trusts purchased will immediately
be reduced by the difference between the
buying and selling prices of the shares, the
market maker’s spread.
Investors should further bear in mind that
the value of any tax relief will depend on the
individual circumstances of the investor and
that tax rates and reliefs, may be changed by
future legislation.
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
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99
Unsolicited Offers for Shares
(Boiler Room Scams)
Shareholders in a number of UK registered companies have received unsolicited calls from
organisations, usually based overseas or using false UK addresses or phone lines routed abroad,
offering to buy shares at prices much higher than their current market values or to sell non-
tradeable, overpriced, high-risk or even non-existent securities. Whilst the callers may sound
credible and professional, Shareholders should be aware that their intentions are often fraudulent
and high-pressure sales techniques may be applied, often involving a request for an indemnity or
a payment to be provided in advance.
If you receive such a call, you should exercise caution and, based on advice from the FCA, the
following precautions are suggested:
•
obtain the name of the individual or organisation calling;
•
check the FCA register to confirm if the caller is authorised;
•
call back using the details on the FCA register to verify the caller’s identity;
•
discontinue the call if you are in any doubt about the intentions of the caller, or if calls persist; and
•
report any individual or organisation that makes unsolicited calls with an offer to buy or sell shares to
the FCA and the City of London Police.
Useful contact details:
ACTION FRAUD
Telephone: 0300 123 2040
Website:
www.actionfraud.police.uk
FCA
Telephone: 0800 111 6768 (freephone)
E-mail:
Website:
www.fca.org.uk/scamsmart
Page
100
Alternative
Performance Measures
Alternative performance measures (APMs) are
numerical measures of the Group’s current,
historical or future performance, financial
position or cash flows, other than the financial
measures defined or specified in the applicable
financial framework. The Group’s applicable
financial framework includes IFRS and the
AIC SORP. The Directors assess the Group’s
performance against a range of criteria which
are viewed as particularly relevant for closed-
end investment companies.
Total Return
Total return is considered to be an APM. The
NAV total return is calculated by reinvesting
the dividends in the assets of the Group from
the relevant ex-dividend date. Dividends are
deemed to be reinvested on the ex-dividend
date as this is the protocol used by the Group’s
benchmark and other indices. The Share Price
total return is calculated by reinvesting the
dividends in the shares of the Group from the
relevant ex-dividend date.
Net Asset Value Valuing
Debt at Market
Net asset value valuing debt at market is the
net value of the Group’s assets, cash and other
current assets less all creditors, provisions and
all debt, all valued at fair value. Net income
from the financial year is included. The
calculation of this APM is explained in Note
17 to the Financial Statements.
Discount
The discount is the amount by which the
market price of a share of an investment trust
is lower than the NAV per share expressed as a
percentage of the NAV per share.
31 March
2022
31 March
2021
Share price
239.0p
218.0p
NAV (debt at market)
305.0p
256.6p
Discount
21.6%
15.0%
Glossary
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Notice of Annual General Meeting
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
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101
Notice is hereby given that the Annual
General Meeting of Value and Indexed
Property Income Trust PLC (the “Company”)
will be held at the offices of Shepherd and
Wedderburn LLP, 1 Exchange Crescent,
Conference Square, Edinburgh EH3 8UL
on Friday, 8 July 2022 at 12.30pm, for the
following purposes:
To consider and if thought fit, pass the
following Resolutions, of which Resolutions 1
to 10 inclusive will be proposed as Ordinary
Resolutions and Resolutions 11 to 13 inclusive
will be proposed as Special Resolutions:
1.
To receive the Directors’ Report and
audited Financial Statements together with
the Auditor's Report thereon for the year
ended 31 March 2022.
2.
To approve the Directors’ Remuneration
Report for the year ended 31 March 2022.
3.
To approve a final dividend of 3.6p per
Ordinary Share in respect of the year
ended 31 March 2022.
4.
To re-elect John Kay as a Director of
the Company.
5.
To re-elect Matthew Oakeshott as a
Director of the Company.
6.
To re-elect David Smith as a Director of
the Company.
7.
To re-elect Josephine Valentine as a
Director of the Company.
8.
To re-appoint BDO LLP as Independent
Auditor of the Company to hold office
until the conclusion of the next Annual
General Meeting at which accounts are
laid before the Company.
9.
To authorise the Directors to fix the
remuneration of the Independent Auditor
for the year to 31 March 2023.
10. Authority to Allot Shares
That, in substitution for any existing
authority, but without prejudice to the
exercise of any such authority prior to
the date hereof, the Directors of the
Company be and are hereby generally
and unconditionally authorised pursuant
to and in accordance with Section 551 of
the Companies Act 2006 (the “Act”) to
exercise all the powers of the Company
to allot shares in the Company and to
grant rights to subscribe for or to convert
any security into shares in the Company
(“Securities”) provided that such authority
shall be limited to the allotment of shares
and the grant of rights in respect of shares
with an aggregate nominal value of up
to £435,574 (being approximately 10%
of the nominal value of the issued share
capital (excluding Treasury shares) of the
Company, as at the date of this Notice)
provided that such authorisation expires
(unless previously extended or renewed,
varied or revoked by the Company in
general meeting) at the conclusion of
the next Annual General Meeting of
the Company in 2023 or on the expiry
of 15 months from the passing of this
Resolution, (whichever is earlier) save that
the Company may, at any time prior to
the expiry of this authority, make offers or
agreements which would or might require
such Securities to be allotted or granted
after such expiry and the Directors may
make such offers or agreements as if such
expiry had not occurred.
11. Disapplication of Pre-emption Rights
That, subject to the passing of Resolution
10 set out above, and in substitution for
any existing power but without prejudice
to the exercise of any such power prior
to the date hereof, the Directors of the
Company be and are hereby generally
empowered, pursuant to Sections 570
and 573 of the Companies Act 2006
(“the Act”), to allot equity securities
(as defined in Section 560 of the Act) for
cash pursuant to the authority conferred
Page
102
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Notice of Annual General Meeting
on them by Resolution 10 or by way
of a sale of Treasury shares (within the
meaning of section 560(3) of the Act) as
if Section 561(1) of the Act did not apply
to any such allotment provided that this
power shall be limited to the allotment of
equity securities:
(i)
(otherwise than pursuant to
sub-paragraph (ii) below) up
to an aggregate nominal value
of £435,574 (being 10% of the
nominal value of the issued share
capital as at the date of this
Notice); and
(ii)
in connection with an offer of
such equity securities by way of
rights issue, open offer or other
pre-emptive offer in favour of all
holders of Ordinary Shares where
the equity securities respectively
attributable to the interests
of all such holders are either
proportionate (as nearly as may
be) to the respective number of
Ordinary Shares held by them on a
record date fixed by the Directors
(subject to such exclusions,
limitations, restrictions or other
arrangements as the Directors
consider necessary or appropriate
to deal with Treasury shares,
fractional entitlements, record
dates, legal, regulatory or practical
problems in or under the laws of,
or requirements of, any regulatory
body or any stock exchange in any
territory or otherwise howsoever);
and shall expire (unless previously
renewed, varied or revoked by the
Company in general meeting) at the
conclusion of the Annual General
Meeting of the Company in 2023,
or on the expiry of 15 months
from the passing of this Resolution
(whichever is earlier), save that the
Company may, at any time prior
to the expiry of such authority,
make offers or agreements before
such expiry which would or might
require equity securities to be
allotted after such expiry and the
Directors may make such offers or
agreements as if such expiry had
not occurred.
12. Authority to Make Market Purchases
of Shares.
That, the Directors be and are hereby
generally and unconditionally authorised,
for the purposes of Section 701 of the
Companies Act 2006 (the “Act”), to
make one or more market purchases
(within the meaning of Section 693(4) of
the Act) of fully paid Ordinary Shares of
10p each in the capital of the Company
(“Ordinary Shares”) on such terms as the
Directors of the Company think fit, either
for retention as Treasury shares for future
reissue, resale, transfer or cancellation,
provided that:
(i)
the maximum aggregate number of
Ordinary Shares hereby authorised
to be purchased shall be 6,529,263
Ordinary Shares, representing
14.99% of the issued ordinary
share capital of the Company
as at the date of the passing of
this Resolution;
(ii)
the minimum price which may be
paid for an Ordinary Share shall be
10p (exclusive of expenses);
(iii)
the maximum price (exclusive of
expenses) which may be paid for
an Ordinary Share shall be the
higher of:
(a) 105% of the average of the
middle market quotations of
the Ordinary Shares (as derived
from the Daily Official List of
the London Stock Exchange)
for the five business days
immediately preceding the date
of purchase; and
Notice of Annual General Meeting
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
103
(b) the higher of the price of
the last independent trade
in Ordinary Shares and the
highest current independent
bid for Ordinary Shares on the
London Stock Exchange; and
(iv)
unless previously varied, revoked
or renewed, the authority hereby
conferred shall expire at the
conclusion of the Annual General
Meeting of the Company to be
held in 2023 or on the expiry of
15 months from the passing of this
Resolution (whichever is the earlier)
save that the Company may at any
time prior to such expiry, enter
into a contract or arrangement to
purchase Ordinary Shares under
this authority which will or might
be completed or executed wholly
or partly after the expiration of this
authority and may make a purchase
of shares pursuant to any such
contract or arrangement; and
(v)
any Ordinary Shares so purchased
shall be cancelled or, if the
Directors so determine and subject
to the provisions of the Act and
any applicable regulations of the
UK Listing Authority, be held or
otherwise dealt with as permitted
by the Companies Act 2006 as
Treasury Shares.
13. Notice of General Meeting
That, a general meeting other than an
Annual General Meeting may be called on
not less than 14 clear days’ notice.
By order of the Board
Maven Capital Partners UK LLP
Company Secretary
First Floor Kintyre House
205 West George Street
Glasgow G2 2LW
10 June 2022
NOTES:
(i)
A member entitled to vote at the
meeting may appoint a proxy or
proxies to exercise all or any of
his/her rights to attend, speak
and vote on his/her behalf at the
meeting. A proxy need not be a
member of the Company. A member
may appoint more than one proxy
provided each proxy is appointed to
exercise rights attached to different
shares. A member may not appoint
more than one proxy to exercise the
rights attached to any one share. If
you wish your proxy to speak on
your behalf at the meeting you will
need to appoint your own choice
of proxy (not the Chairman of the
meeting) and give your instructions
directly to them. A proxy form
which may be used to make such
appointment and give proxy
instructions accompanies this notice.
If you do not have a proxy form and
believe that you should have one, or
if you require additional forms or
would like to appoint more than one
proxy, please contact the Company’s
Registrars, Computershare Investor
Services PLC on 0370 703 0168.
In the case of joint holders, where
more than one of the joint holders
purports to appoint a proxy, only
the appointment submitted by the
most senior holder will be accepted.
Seniority is determined by the order
in which the names of the joint
holders appear in the Company’s
Register of Members in respect of
the joint holding (the first-named
being the most senior). A member
present in person or by proxy shall
have one vote on a show of hands
and on a poll every member present
in person or by proxy shall have one
vote for every Ordinary Share of
which he/she is the holder.
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Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Notice of Annual General Meeting
(ii)
A personalised form of proxy, and
reply-paid envelope, is enclosed
for Ordinary Shareholders. To be
valid, any proxy form or other
instrument of proxy and any power
of attorney or other authority, if
any, under which they are signed
or a notarially certified copy of
that power of attorney or authority
should be sent to the Company’s
Registrars, Computershare Investor
Services PLC, The Pavilions,
Bridgwater Road, Bristol, BS99
6ZY so as to arrive not less than
forty eight hours (excluding non-
working days) before the time fixed
for the meeting.
(iii)
The return of a completed proxy
form or other such instrument of
proxy will not prevent a member
attending the Annual General
Meeting and voting in person if he/
she wishes to do so.
(iv)
CREST members who wish to
appoint a proxy or proxies through
the CREST electronic proxy
appointment service may do so for
the meeting and any adjournment(s)
thereof by using the procedures
described in the CREST Manual
and by logging on to the website
www.euroclear.com/CREST
.
CREST personal members or
other CREST sponsored members,
and those CREST members who
have appointed a voting service
provider(s), should refer to their
CREST sponsor or voting service
provider(s), who will be able to
take the appropriate action on
their behalf.
(v)
In order for a proxy appointment
or instruction made using the
CREST service to be valid, the
appropriate CREST message (a
“CREST Proxy Instruction”)
must be properly authenticated in
accordance with Euroclear UK &
Ireland Limited’s specifications,
and must contain the information
required for such instruction, as
described in the CREST Manual.
The message, regardless of whether
it constitutes the appointment of a
proxy or is an amendment to the
instruction given to a previously
appointed proxy must, in order to
be valid, be transmitted so as to be
received by the Company’s Registrar
(ID 3RA50) no later than 48 hours
(excluding non-working days)
before the time of the meeting or
any adjournment. For this purpose,
the time of receipt will be taken to
be the time (as determined by the
timestamp applied to the message
by the CREST Application Host)
from which the Company’s Registrar
is able to retrieve the message by
enquiry to CREST in the manner
prescribed by CREST. After this time
any change of instructions to proxies
appointed through CREST should
be communicated to the appointee
through other means.
(vi)
CREST members and, where
applicable, their CREST sponsors,
or voting service providers should
note that Euroclear UK & Ireland
Limited does not make available
special procedures in CREST for
any particular message. Normal
system timings and limitations will,
therefore, apply in relation to the
input of CREST Proxy Instructions.
It is the responsibility of the CREST
member concerned to take (or, if
the CREST member is a CREST
personal member, or sponsored
member, or has appointed a voting
service provider(s), to procure that
his CREST sponsor or voting service
provider(s) take(s)) such action as
shall be necessary to ensure that a
message is transmitted by means of
the CREST system by any particular
time. In this connection, CREST
members and, where applicable, their
Notice of Annual General Meeting
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
105
CREST sponsors or voting system
providers are referred, in particular,
to those sections of the CREST
Manual concerning practical
limitations of the CREST system
and timings.
(vii)
The Company may treat as invalid
a CREST Proxy Instruction in the
circumstances set out in Regulation
35(5) (a) of the Uncertificated
Securities Regulations 2001.
(viii)
The “vote withheld” option on
the proxy form is provided to
enable a member to abstain on any
particular resolution. It should be
noted that an abstention is not a
vote in law and will not be counted
in the calculation of the proportion
of votes “for” or “against” a
particular resolution.
(ix)
The right to vote at a meeting is
determined by reference to the
Company’s register of members as
at close of business on 6 July 2022
or if this meeting is adjourned, by
close of business on the day two
days (excluding non-working days)
prior to the adjourned meeting.
Changes to entries on that register
after that time shall be disregarded
in determining the rights of any
member to attend and vote at
the meeting.
(x)
As at 10 June 2022 (being the
latest practicable date prior to the
publication of this document) the
Company’s issued share capital
comprised 43,557,464 Ordinary
Shares of 10p each in issue and
1,992,511 Ordinary Shares held in
Treasury. Each Ordinary Share in
issue carries the right to one vote at
a general meeting of the Company
and, therefore, the total number of
voting rights in the Company as
at 10 June 2022 was 43,557,464.
Following Resolution 12
becoming effective, the maximum
aggregate number of shares hereby
authorised to be purchased shall be
6,529,263 Ordinary Shares in issue
immediately prior to the passing of
Resolution 12.
(xi)
Any person holding 3% or more
of the total voting rights of the
Company who appoints a person
other than the Chairman of the
meeting as his proxy will need to
ensure that both he and his proxy
complies with their respective
disclosure obligations under the
UK Disclosure, Guidance and
Transparency Rules.
(xii)
A person to whom this Notice is
sent who is a person nominated
under Section 146 of the
Companies Act 2006 to enjoy
information rights (a “Nominated
Person”) may, under an agreement
between him/her and the
shareholder by whom he/she was
nominated, have a right to be
appointed (or to have someone
else appointed) as a proxy for the
meeting. If a Nominated Person has
no such proxy appointment right or
does not wish to exercise it, he/she
may, under any such agreement,
have a right to give instructions to
the shareholder as to the exercise
of voting rights. The statements of
the rights of members in relation
to the appointment of proxies in
notes (i) to (iii) above do not apply
to a Nominated Person. The rights
described in those notes can only be
exercised by registered members of
the Company.
(xiii)
Biographical details of the Directors
standing for re-election are set out
on page 35 of this Annual Report.
(xiv)
Members who have general queries
about the Annual General Meeting
should contact the Company
Secretary in writing. Members are
advised that any telephone number,
website or email address which
may be set out in this Notice of
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Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Notice of Annual General Meeting
Annual General Meeting or in any
related documents (including the
proxy form) is not to be used for
the purposes of serving information
or documents on, or otherwise
communicating with, the Company
for any purposes other than those
expressly stated.
(xv)
Members should note that, it
is possible that, pursuant to
requests made by members of the
Company under Section 527 of the
Companies Act 2006, the Company
may be required to publish on a
website a statement setting out any
matter relating to the audit of the
Company’s accounts (including the
auditors’ report and the conduct of
the audit) that are to be laid before
the meeting or any circumstances
connected with an auditor of the
Company ceasing to hold office
since the previous meeting at which
annual accounts and reports were
laid in accordance with section
437 of the Companies Act 2006.
The Company may not require
the members requesting any such
website publication to pay its
expenses in complying with sections
527 or 528 of the Companies
Act 2006. Where the Company
is required to place a statement
on a website under section 527
of the Companies Act 2006, it
must forward the statement to
the Company’s auditors no later
than the time when it makes the
statement available on the website.
The business which may be dealt
with at the meeting includes any
statement that the Company has
been required under section 527 of
the Companies Act 2006 to publish
on a website.
(xvi)
No Director has a service contract
with the Company. Copies of the
Directors’ letters of appointment
are available for inspection on any
day (except Saturdays, Sundays
and bank holidays) from the date
of this Notice until the date of the
meeting during usual business hours
at the Company’s registered office
and for 15 minutes prior to, and at,
the meeting.
(xvii) Information regarding the Annual
General Meeting is available
from the Company’s web pages,
hosted by the Investment Manager,
at
https://www.olimproperty.co.uk/
value-and-indexed-property-
income-trust.html
(xviii) Pursuant to Section 319A of the
Companies Act 2006, as a member,
you have the right to put questions
at the meeting relating to business
being dealt with at the meeting.
Contact Information
Value and Indexed Property Income Trust PLC Annual Report and Financial Statements 2022
Page
107
Directors
James Ferguson (Chairman)
John Kay
Matthew Oakeshott
David Smith
Josephine Valentine
Secretary
Maven Capital Partners UK LLP
First Floor Kintyre House
205 West George Street
Glasgow G2 2LW
Telephone: 0141 306 7400
Website:
www.mavencp.com
(Authorised and regulated by the
Financial Conduct Authority)
Registered Office
c/o Maven Capital Partners UK LLP
First Floor Kintyre House
205 West George Street
Glasgow G2 2LW
Registered Number
Registered in Scotland
Company No: SC050366
Legal Entity Identifier:
213800CU1PIC7GAER820
ISIN: GB0008484718
TIDM: VIP
Registrars
Computershare Investor
Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
Telephone: 0370 703 0168
Website:
www.investorcentre.
co.uk/contactus
Independent Auditor
BDO LLP
55 Baker Street
London W1U 7EU
Investment Manager
OLIM Property Limited
15 Queen Anne’s Gate
London SW1H 9BU
Telephone: 020 7846 3252
Website:
www.olimproperty.co.uk
(Authorised and regulated by the
Financial Conduct Authority)
Matthew.Oakeshott@olimproperty.
co.uk
Patrick.Harrington@olimproperty.
co.uk
Alternative Investment
Fund Manager
Value and Indexed Property
Income Services Limited
c/o Maven Capital Partners UK LLP
First Floor Kintyre House
205 West George Street
Glasgow G2 2LW
Registered in Scotland
Registration number: SC467598
Legal Entity Identifier:
213800D7AEDHGXDAM208
(Authorised and regulated by the
Financial Conduct Authority)
Depositary and Custodian
BNP Paribas Securities Services
London Branch
10 Harewood Avenue
London NW1 6AA
Corporate Broker
Panmure Gordon
One New Change
London EC4M 9AF
Telephone: 020 7886 2500
VALUE AND INDEXED PROPERTY INCOME TRUST PLC – VIP
MANAGED BY OLIM PROPERTY
LONG, STRONG, INDEXED PROPERTY INCOME