NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
17 December 2024
abrdn Property Income Trust Limited
(a non-cellular company limited by shares incorporated in Guernsey with registration number 41352)
LEI Number: 549300HHFBWZRKC7RW84
Results of General Meeting held on 17 December 2024, Interim Distribution to Shareholders and Board Changes
On 3 December 2024, abrdn Property Income Trust Limited ("API" or the "Company") announced that a circular ("Circular") to convene a general meeting of API Shareholders (the "General Meeting") had been published and sent to Shareholders to allow them to consider and, if thought fit, approve amendments to API's Articles of Incorporation (the "Articles") to return capital to Shareholders and put in place a mechanism to implement a future voluntary winding up of the Company.
API announces the result of the General Meeting of the Company held today. Shareholders who together represented a majority of the API Shares voted at the General Meeting voted to approve the special resolution to amend API's Articles. Consequently, the Board will proceed with a return of capital to Shareholders and, at the appropriate time after giving notice to Shareholders, implement a future voluntary winding-up of the Company.
Voting results of the General Meeting
The table below sets out the results of the vote at the General Meeting:
Number of API Shares voted ***
% of API Shares voted*
For
125,067,774
99.54
Against
583,550
0.46
Withheld**
219,230
-
Total
125,870,554
100
* All percentages rounded to two decimal places
** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes `For' or `Against' the ordinary resolution.
*** Includes discretionary votes.
Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Circular.
Return of Capital and Interim PID
The Company confirms that it will proceed with the initial issue of Redeemable Bonus Shares as set out in the Circular and on the expected timetable set out below. Each Shareholder on the register at the Record Time will be issued with one Redeemable Bonus Share for each API Share they hold, which will then immediately redeemed for 52 pence per Redeemable Bonus Share (returning aggregate proceeds of £198.23 million to Shareholders).
The Company has also declared a separate PID income distribution of 3 pence per API Share (gross of any tax adjustments; an aggregate £11.44 million) (the "Interim PID") expected to be paid as set out below.
The expected timetable of events is as follows:
Ex-dividend date for first issue of Redeemable Bonus Shares
17 December 2024
Record time for entitlement to first issue of Redeemable Bonus Shares ("Record Time")
6.00 p.m. on 18 December 2024
Redeemable Bonus Shares issued equal to the number of API Shares held at the Record Time
19 December 2024
Expected redemption and cancellation of Redeemable Bonus Shares
19 December 2024
Ex-dividend date for Interim PID
Record time for entitlement to Interim PID
19 December 2024
6.00 p.m. on 20 December 2024
Despatch of payments and CREST accounts credited in respect of proceeds of Redeemable Bonus Shares redeemed on 19 December 2024
By 24 December 2024
Despatch of payments and CREST accounts credited in respect of Interim PID
By 10 January 2025
Board Changes
The Company also confirms that, as previously indicated, James Clifton-Brown, Jill May and Sarah Slater will stand down from the Board on 31 December 2024. The Board thanks each of them for their significant contributions and for their considerable time and attention given to the Company.
Effective from 1 January 2025, Michael Balfour will be appointed Chairman of the Company. Michael Bane will assume the role of Senior Independent Director and will become Chair of the Company's Audit Committee. The Board is assessing the role of the various Board committees in light of the Company's position and its progression towards Voluntary Winding-Up.
Voluntary Winding-Up
At an appropriate time, the Board will place the Company into Voluntary Winding-Up. Timing of this step will depend on a number of factors which are set out in the Circular.
The Company will give appropriate notice prior to entering into Voluntary Winding-Up and provide an outline timetable via a Regulatory Information Service. Trading in API Shares will be suspended when the Company enters into Voluntary Winding-Up and Shareholders will be unable to sell or transfer their API Shares from that time.
Enquiries
abrdn Property Income Trust
James Clifton-Brown (Chair) via Winterflood
Jason Baggaley (Fund Manager) +44 7801 039 463
Winterflood (Corporate Broker to API)
Neil Langford +44 20 3100 0160
Important notices
Winterflood Securities Limited ("Winterflood"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for API and no-one else in connection with the matters set out in this document and will not be responsible to anyone other than API for providing the protections afforded to customers of Winterflood or for providing advice in relation to the matters set out in this document. Neither Winterflood nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Winterflood in connection with this document, any statement contained herein or otherwise.
abrdn Property Income Trust Limited - Return of Capital to Shareholders - Redemption of Redeemable Bonus Shares
LONDON, United Kingdom, December 10
To: Company Announcements
Date: 10 December 2024
Company: abrdn Property Income Trust Limited
Subject: Return of Capital - Redemption of Redeemable Bonus Shares
Subject to approval by API Shareholders on 17 December 2024, the directors of abrdn Property Income Trust Limited (the "Company") have announced their intention to make an initial return of the proceeds of sale of the Company's property portfolio by way of an initial issue and redemption of Redeemable Bonus Shares. One Redeemable Bonus Share will be issued for every Company ordinary share in issue and is proposed to be repurchased for
52 pence per Redeemable Bonus Share (the "Return of Capital").
The timetable for the Return of Capital is as follows:
Ex-Dividend Date - 17 December 2024
Record Time - 6.00 p.m. on 18 December 2024
Expected redemption and cancellation of Redeemable Bonus Shares - 19 December 2024
Payment Date - By 24 December 2024
Redemption price per Redeemable Bonus Share - 52.0p
Interim PID Dividend
The Return of Capital is in addition to the previously declared interim Property Income Dividend ("PID") of 3.0p per ordinary share (gross of any tax adjustments).
As previously announced, the timetable for the Interim PID is as follows:
Ex-Dividend Date - 19 December 2024
Record Time - 6.00 p.m. on 20 December 2024
Payment Date - By 10 January 2025
Dividend per ordinary share - 3.0p
All Enquiries:
The Company Secretary
Northern Trust International Fund Administration Services (Guernsey) Limited
PO Box 255
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3QL
Tel: 01481 745436
Fax: 01481 745186
TR-1: Standard form for notification of major holdings
1. Issuer Details
ISIN
GB0033875286
Issuer Name
ABRDN PROPERTY INCOME TRUST LIMITED
UK or Non-UK Issuer
Non-UK
2. Reason for Notification
An acquisition or disposal of financial instruments
3. Details of person subject to the notification obligation
Name
Brookdale International Partners, L.P. and Brookdale Global Opportunity Fund
City of registered office (if applicable)
Country of registered office (if applicable)
US
Name
City of registered office
Country of registered office
Weiss Asset Management LP
Wilmington, Delaware
USA
4. Details of the shareholder
Name
City of registered office
Country of registered office
Brookdale Global Opportunity Fund
Grand Cayman
Cayman Islands
Brookdale International Partners, L.P.
Albany, NY
USA
5. Date on which the threshold was crossed or reached
25-Nov-2024
6. Date on which Issuer notified
29-Nov-2024
7. Total positions of person(s) subject to the notification obligation
.
% of voting rights attached to shares (total of 8.A)
% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)
Total of both in % (8.A + 8.B)
Total number of voting rights held in issuer
Resulting situation on the date on which threshold was crossed or reached
0.000000
5.380000
5.380000
20541022
Position of previous notification (if applicable)
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached
8A. Voting rights attached to shares
Class/Type of shares ISIN code(if possible)
Number of direct voting rights (DTR5.1)
Number of indirect voting rights (DTR5.2.1)
% of direct voting rights (DTR5.1)
% of indirect voting rights (DTR5.2.1)
Sub Total 8.A
8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))
Type of financial instrument
Expiration date
Exercise/conversion period
Number of voting rights that may be acquired if the instrument is exercised/converted
% of voting rights
Sub Total 8.B1
8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))
Type of financial instrument
Expiration date
Exercise/conversion period
Physical or cash settlement
Number of voting rights
% of voting rights
CFD
N/A
N/A
Cash
20541022
5.380000
Sub Total 8.B2
20541022
5.380000%
9. Information in relation to the person subject to the notification obligation
2. Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entities (please add additional rows as necessary)
Ultimate controlling person
Name of controlled undertaking
% of voting rights if it equals or is higher than the notifiable threshold
% of voting rights through financial instruments if it equals or is higher than the notifiable threshold
Total of both if it equals or is higher than the notifiable threshold
Weiss Asset Management LP
Brookdale International Partners, L.P.
2.420000
2.420000%
Weiss Asset Management LP
Brookdale Global Opportunity Fund
2.960000
2.960000%
10. In case of proxy voting
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional Information
Weiss Asset Management LP is the Investment Manager to Brookdale Global Opportunity Fund and Brookdale International Partners, L.P.
12. Date of Completion
29-Nov-2024
13. Place Of Completion
Boston, USA
abrdn Property Income Trust Limited - Dividend Declaration
LONDON, United Kingdom, December 03
To: Company AnnouncementsDate: 3 December 2024Company: abrdn Property Income Trust LimitedSubject: Dividend Declaration
Interim PID Dividend
The Directors of abrdn Property Income Trust Limited (the "Company") have declared an interim Property Income Dividend ("PID") of 3.0p per ordinary share (gross of any tax adjustments). The PID will be paid in addition to the Company's initial return of capital to shareholders from the proceeds of its portfolio sale, details of which have been announced separately today.
Ex-Dividend Date - 19 December 2024Record Time - 6.00 p.m. on 20 December 2024Payment Date - By 10 January 2025Dividend per ordinary share - 3.0p
All Enquiries:
The Company SecretaryNorthern Trust International Fund Administration Services (Guernsey) LimitedPO Box 255Trafalgar CourtLes BanquesSt Peter PortGuernseyGY1 3QL
Tel: 01481 745436
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
3 December 2024
abrdn Property Income Trust Limited(a non-cellular company limited by shares incorporated in Guernsey with registration number 41352)LEI Number: 549300HHFBWZRKC7RW84
Initial Distribution to Shareholders equating to 55 pence per API Share
abrdn Property Income Trust Limited ("API" or the "Company") is pleased to announce that it has today published details of a proposal to return an aggregate 55 pence per API Share to Shareholders through an initial return of capital of 52 pence per API Share and payment of an interim PID income distribution of an additional 3 pence per API Share (together, the "Initial Distribution").
An Initial Distribution of 55 pence per API Share equates to an aggregate initial return of net disposal proceeds of approximately £209.67 million.
Background
On 29 November 2024, the Company completed the sale of its wholly-owned subsidiary, abrdn Property Holdings Limited (“APH”) to an acquisition vehicle incorporated by certain funds and accounts managed by GoldenTree Asset Management LP (the "Disposal"). The Disposal constituted the sale of the Company’s entire investment property portfolio ("Portfolio"), with the exception of its interest in the land at Far Ralia, for cash consideration of approximately £351 million (subject to adjustments for debt, net assets and other normal adjustments, including those arising from the completion process). The Company expects initial proceeds of at least £234m subject to normal adjustments, including those arising from the completion process.
The Disposal was undertaken in pursuit of the Managed Wind-Down approved by Shareholders on 28 May 2024. The Board has previously stated its intention that following completion of the Disposal, API would seek to return the net proceeds to Shareholders as efficiently as possible.
Return of the proceeds of the Disposal
On the basis of advice received, the Board believes that the most efficient means of returning funds to Shareholders at this time will be by means of a Redeemable Bonus Share Scheme, to return 52 pence per API Share to Shareholders (comprising aggregate proceeds of approximately £198.23 million) whereby each Shareholder would be issued with one Redeemable Bonus Share for each API Share they hold, which would then be immediately redeemed for a cash payment equal to the redemption price specified for each Redeemable Bonus Share. The Board may resolve to issue Redeemable Bonus Shares in respect of further returns of capital in the future.
The Company expects to redeem the Redeemable Bonus Shares proposed to be issued in respect of the Initial Distribution on or around 19 December 2024 and for the proceeds to be paid to Shareholders by 24 December 2024.
The Board also intends to declare a separate PID income distribution of 3 pence per API Share (gross of any tax adjustments; £11.44 million in aggregate) (the "Interim PID") with a record time of 6.00 p.m. on 20 December 2024 with payment being made paid shortly after the payment is made to Shareholders in respect of the Redeemable Bonus Shares, by 10 January 2025.
Further details of the Redeemable Bonus Share Scheme and the Interim PID are set out in the Circular (as defined below).
Proposal for Voluntary Winding Up
As previously announced as part of the Managed Wind-Down, the Board intends that the Company is placed into voluntary winding up at an appropriate time. Timing of this step will depend on a number of factors, including progress with finalising certain customary post-closing accounting adjustments in relation to the Disposal and progress with the sale process at Far Ralia.
Placing the Company into Voluntary Winding Up requires the approval of Shareholders. However, to prevent the need for a further General Meeting, and because Guernsey law does not allow liquidators to be appointed on a conditional basis, the Board is proposing to amend the Company's Articles of Incorporation to allow for the creation and issue of a new class of Winding Up Shares. One Winding Up Share is intended to be issued in the future to such director as the Chairman of the Company from time to time may nominate in his or her sole discretion, with the right to receive notice of, attend and vote at any meeting of the Company to approve the voluntary winding up of the Company, and otherwise in relation to the liquidation and dissolution of the Company. At the same time, the Company is seeking Shareholders' approval to amend the rights of the API Shares to remove the right to receive notice of, attend and vote at any meeting of the Company to approve the voluntary winding up of the Company; effectively placing that right in the hands of the Board. The Company will notify Shareholders in advance via a Regulatory Information Service before passing any such resolution. Further details of the rights attaching to the Winding Up Shares and the proposed changes to the rights of the API Shares are set out in the Circular (as defined below).
Publication of Circular and recommendation
The Company announces that a circular ("Circular") to convene a general meeting of API Shareholders (the "General Meeting") will be published today and sent to Shareholders to allow them to consider and, if thought fit, approve resolutions to be proposed at the General Meeting in order that the Redeemable Bonus Share Scheme can proceed and the Voluntary Winding Up can be implemented in due course.
Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolution to be proposed at the General Meeting.
The Directors, who in aggregate have an interest in 358,200 API Shares (representing approximately 0.09 per cent. of API's total issued share capital as at 2 December 2024 (being the latest practicable date prior to the publication of this document)), intend to vote their entire beneficial holdings in favour of the Resolution to be proposed at the General Meeting.
Unless specified to the contrary, defined terms used in this announcement have the same meaning as that set out in the Circular.
General Meeting
The General Meeting will be held at 10.30 a.m. on 17 December 2024 at the offices of Addleshaw Goddard LLP at Milton Gate, 60 Chiswell Street, London, EC1Y 4AG. The expected timetable of principal events in relation to the General Meeting is as follows:
Event Time/Date
Deadline for lodging Forms of Proxy/CREST Proxy instructions 10.30 a.m. on 15 December 2024 Voting Record Time 6.00 p.m. on 15 December 2024 General Meeting 10.30 a.m. on 17 December 2024A separate announcement will be made in relation to the expected timetable for the Interim PID.
The Circular will be made available on the Company's website at https://www.abrdnpit.co.uk/en-gb/literature. For the avoidance of doubt, neither the contents of this website nor the contents of any websites accessible from any hyperlinks are incorporated into or form part of this announcement.
The Circular may also be inspected during usual business hours on any weekday (Saturdays, Sundays and public holidays in the UK and Guernsey excepted) at the Company's registered address at Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3QL, or at the offices of Addleshaw Goddard LLP at Milton Gate, 60 Chiswell Street, London EX1Y 4AG for a period beginning on today's date until the date of the General Meeting, and at the General Meeting for a period beginning fifteen minutes before it commences, for the duration of the General Meeting.
A copy of the Circular will also be submitted to the National Storage Mechanism, where it will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Enquiries
abrdn Property Income Trust James Clifton-Brown (Chair) via WinterfloodJason Baggaley (Fund Manager) +44 7801 039 463
Winterflood (Corporate Broker to API)Neil Langford +44 20 3100 0160
Important notices
Winterflood Securities Limited ("Winterflood"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for API and no-one else in connection with the matters set out in this announcement and will not be responsible to anyone other than API for providing the protections afforded to customers of Winterflood or for providing advice in relation to the matters set out in this document. Neither Winterflood nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Winterflood in connection with this document, any statement contained herein or otherwise.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
29 November 2024
abrdn Property Income Trust Limited
("API" or the "Company")(an authorised closed-ended investment company incorporated in Guernsey with registration number 41352)
Completion of Portfolio Sale
The Board of API is pleased to confirm completion of the sale of abrdn Property Holdings Limited (“APH”), its wholly-owned subsidiary (the "Transaction"), to an acquisition vehicle incorporated by certain funds and accounts managed by GoldenTree Asset Management LP. Farran Investments is a minority co-investor in, and asset manager to, the acquisition vehicle.
The Transaction comprised the sale of 39 assets (the “Portfolio”), being the Company’s entire investment property portfolio, with the exception of its interest in the land at Far Ralia. APH's debt facility with RBSI and its other net assets will remain with APH. The cash consideration for the purchase of the Portfolio was £351m (the “Consideration”), subject to adjustments for debt, net assets and other normal adjustments, including those arising from the completion process. The Company expects initial proceeds of at least £234m subject to normal adjustments, including those arising from the completion process.
The Company intends to send a circular to Shareholders early next week seeking the approvals necessary to make substantial returns of capital by early January 2025 (expected to be implemented in the first instance by way of a redeemable bonus share scheme) and to put the necessary mechanics in place ultimately to delist and place the company in members' voluntary liquidation. Further details will be provided in an announcement in due course.
The Company continues to market its interest in the land at Far Ralia and the cash proceeds of the Transaction will be held in a AAA-rated liquidity fund managed by abrdn, the Company's investment manager, apart from an amount to be held in a current account for Transaction and ongoing operating expenses.
Enquiries
abrdn Property Income Trust
James Clifton-Brown (Chair)
via Winterflood
Jason Baggaley (Fund Manager)
+44 7801 039 463
Mark Blyth (Deputy Fund Manager)
+44 7703 695 490
Winterflood (Corporate Broker to API)
Neil Langford
+44 20 3100 0160
Farran Investments
Freddie Brooks (Partner)
Simon Lee (Partner)
info@farraninvestments.com
IMPORTANT NOTICES
Winterflood Securities Limited ("Winterflood"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for API and no-one else in connection with the matters set out in this document and will not be responsible to anyone other than API for providing the protections afforded to customers of Winterflood or for providing advice in relation to the matters set out in this document. Neither Winterflood nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Winterflood in connection with this document, any statement contained herein or otherwise.
7th November 2024
abrdn PROPERTY INCOME TRUST LIMITED (LSE: API)
LEI: 549300HHFBWZRKC7RW84
Unaudited Net Asset Value as at 30 September 2024
Net Asset Value and Valuations
· Net asset value (“NAV”) per ordinary share was 65.0p (Jun 2024 – 73.3p), a decrease of 11.3% for Q3 2024 and a NAV total return of -10.1%. The main component of the NAV movement is a reduction to reflect the realisable value of the property portfolio associated with the sale of abrdn Property Holdings Ltd to GoldenTree Asset Management LP (excluding Far Ralia) announced on 27th September 2024 (“Portfolio Sale”).
· On a like-for-like basis, the Company saw a fall in the value of the portfolio of 1.5% over the quarter with valuation declines in the office and retail sectors. This accounted for 1.4p of the 8.3p decline in the NAV over the quarter.
· Following the Shareholder vote placing the Company into a managed wind-down the Company prepares its financial information on a non-going concern basis without accruing for future operating costs. The estimated costs of realising the portfolio were factored into the Q2 NAV. Following the agreement for the Portfolio Sale this estimate has been reassessed and reduced, increasing the NAV by 0.6% (0.4p).
· The cash consideration for the purchase of the portfolio of assets is £351million which represents a 6.7% discount to the September valuation. The final net proceeds are subject to normal adjustments including those arising from the completion process and final distributions to shareholders are, in addition, subject to future operating costs and other matters as previously announced. There is no material change to the previously guided pro-forma NAV of 64p.
Investment activity.
· As reported previously, two sales completed during the quarter totaling £13.8million.
· The Company has exchanged contracts for the sale of the shares in abrdn Property Holdings and its subsidiaries. Completion is expected on 29 November 2024.
Dividends
A dividend of 1p will be paid for the third quarter for shareholders on the register on 15 November and will be paid on 29 November.
Net Asset Value (“NAV”)
The unaudited net asset value per ordinary share at 30 September 2024 was 65.0p. The net asset value is calculated under International Financial Reporting Standards (“IFRS”) as amended for the Company operating on a non-going concern basis.
The net asset value incorporates the external portfolio valuation by Knight Frank LLP at 30 September 2024 of £386.3 million.
Breakdown of NAV movement
Set out below is a breakdown of the change in the unaudited NAV over the period from 30 June 2024 to 30 September 2024.
Per Share (p)
Attributable Assets (£m)
% Opening NAV
Comment
Net assets as at 30 June 2024
73.3
279.5
100.0
Unrealised movement in valuation of property portfolio
-1.4
-5.3
(1.9)
Like for like decrease of 1.5% in portfolio value.
Realised Loss on sale
-0.1
-0.4
(0.1)
Associated with sale of two assets in Q3.
Portfolio Sale price discount to valuation
-6.6
-25.3
(9.0)
Adjustment to estimated costs of disposal of portfolio
0.4
1.6
0.6
The estimated costs of selling the portfolio have been reduced.
CAPEX in the quarter
-0.1
-0.3
(0.1)
Net income in the quarter after dividend
-0.4
-1.6
(0.6)
Rolling 12-month dividend cover 76.4% excluding non-recurring items associated with Corporate Activity.
Interest rate hedge mark to market revaluation
-0.1
-0.4
(0.1)
Interest rate cap valuation movement
Other movements in reserves
0.0
0.1
0.0
Movements in lease incentives.
Net assets as at 30 September 2024
65.0
247.9
88.7
European Public Real Estate
Association (“EPRA”)
30 Sep 2024
30 Jun 2024
EPRA Net Tangible Assets
£247.2m
£278.1m
EPRA Net Tangible Assets per share
64.9p
73.0p
The Net Asset Value per share is calculated using 381,218,977 shares of 1p each being the number in issue on 30 September 2024.
Investment Manager Review and Portfolio Activity
During the quarter the Company completed the sale of two separate assets – an office in Princess St Manchester and an industrial asset in Dover.
The Company exchanged contracts (with completion due on 29 November 2024) to sell its interest in abrdn Property Holdings Ltd (and its subsidiaries). The sale includes all property assets in the Company apart from the land at Far Ralia. The land at Far Ralia is being marketed for sale separately and updates will be provided to shareholders when appropriate.
Following completion of the Portfolio Sale the Board will communicate with shareholders on the process and timing to liquidate API, delist the shares and return capital to shareholders.
Net Asset analysis as at 30 September 2024 (unaudited)
£m
% of net assets
Industrial
223.9
90.3
Office
47.9
19.3
Retail
68.0
27.4
Other Commercial
36.5
14.7
Land
10.0
4.0
Total Property Portfolio
386.3
155.7
Adjustment for lease incentives
-8.5
-3.4
Portfolio sale price discount to valuation
-25.3
-10.2
Estimated costs of disposal
-5.1
-2.0
Fair value of Property Portfolio
347.4
140.1
Cash
6.6
2.6
Other Assets
21.2
8.6
Total Assets
375.2
151.3
Current liabilities
-14.4
-5.8
Non-current liabilities (bank loans)
-112.9
-45.5
Total Net Assets
247.9
To: Company Announcements
Date: 7 November 2024
Company: abrdn Property Income Trust Limited
Subject: Dividend Declaration
Third Interim Dividend
The Directors of abrdn Property Income Trust Limited (the "Directors") have declared a dividend of 1.0p per share payable in respect of the quarter ended 30 September 2024 split as follows:
Property Income Dividend ("PID") 0.3000 pence per share
Ordinary Dividend ("Non PID") 0.7000 pence per share
Ex-Dividend Date - 14 November 2024
Record Date - 15 November 2024
Payment Date - 29 November 2024
Dividend per Share - 1.0p
All Enquiries:
The Company Secretary
Northern Trust International Fund Administration Services (Guernsey) Limited
PO Box 255
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3QL
Tel: 01481 745436
Fax: 01481 745186
Company: abrdn Property Income Trust LimitedSubject: Director/PDMR ShareholdingLEI: 549300HHFBWZRKC7RW84
Notification of Transactions by Persons Discharging Managerial Responsibilities ("PDMRs") and Connected Persons (Amended)
1. Details of PDMR / person closely associated with them ("PCA") a) Name Jill May b) Position / status Non-Executive Director and PDMR of abrdn Property Income Trust Limited c) Initial notification / amendment Initial Notification 2. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted a) Description of the financial instrument Ordinary sharesGB0033875286 b) Nature of the transaction Sale of shares c) Price(s) and volume(s) Price(s) Volume(s) 61p 128,592 d) Aggregated information Aggregated volume Price N/A e) Date of the transaction 11/10/2024 f) Place of the transaction London Stock Exchange g) Currency GBP – British PoundEnquiriesCompany SecretaryNorthern Trust International Fund Administration Services (Guernsey) LimitedPO Box 255, Trafalgar CourtLes BanquesSt Peter PortGuernsey GY1 3QL+44 (0)1481 745001
Guernsey: 30 September 2024
LEI: 549300HHFBWZRKC7RW84
abrdn Property Income Trust Limited
(“API” or the “Company”)
INTERIM RESULTS FOR THE PERIOD ENDED 30 JUNE 2024
Today the Board of abrdn Property Income Trust (“API” or the “Company”) confirms the Company’s Interim Results to 30 June 2024. The results will shortly be available to view on the Company's corporate website at https://www.abrdnpit.co.uk/en-gb/literature.
PERFORMANCE SUMMARY
Earnings, Dividends & Costs
6 months to
30 June
2024
6 months to
30 June
2023
IFRS (Loss)/gain per share (p)
(3.0)
0.8
EPRA earnings per share (p) (excl capital items & derivative movements) *
0.7
1.6
Dividends paid per ordinary share (p)
2.0
2.0
Dividend Cover (%) **
36.4
80.6
Dividend Cover excluding non-recurring items (%) **
77.3
80.6
Dividend Yield (%) ***
7.8
8.4
FTSE All-Share Real Estate Investment Trusts Index Yield (%)
5.0
5.1
FTSE All-Share Index Yield (%)
4.0
3.7
Ongoing Charges **
As a % of average net assets including direct property costs
2.3
2.6
As a % of average net assets excluding direct property costs
1.2
1.1
Capital Values & Gearing
30 June
2024
31 December
2023
Change
%
Total assets (£million)
416.7
456.1
(8.6)
Net asset value per share (p)
73.3
78.2
(6.2)
Ordinary Share Price (p)
51.6
53.0
(2.6)
(Discount)/Premium to NAV (%)
(29.6)
(32.2)
Loan-to-value (%) 2
28.7
30.8
Total Return
6 months
% return
1 year
% return
3 year
% return
5 year
% return
NAV ^
(4.1)
(8.1)
(5.4)
0.8
Portfolio
0.4
(0.7)
4.8
12.5
Share Price ^
1.1
17.2
(10.3)
(24.9)
FTSE All-Share Real Estate Investment Trusts Index
(2.2)
18.1
(12.8)
(3.4)
FTSE All-Share Index
7.4
13.0
23.9
30.9
Property Returns & Statistics (%)
30 June
2024
30 June
2023
Portfolio income return
2.8
2.5
MSCI Benchmark income return
2.4
2.3
Portfolio total return
0.4
1.7
MSCI Benchmark total return
1.8
0.3
Void rate
10.5
8.6
* Calculated as profit for the period before tax (excluding capital items & derivative movements) divided by weighted average number of shares in issue in the period. EPRA stands for European Public Real Estate Association.
** As defined and calculated under API’s Alternative Performance Measures (as detailed in the full Interim Accounts which can be found via the following link: https://www.abrdnpit.co.uk/en-gb/literature)
*** Based on annual dividend paid of 4.0p and the share price at 30 June 2024 of 51.6p.
^ Assumes re-investment of dividends excluding transaction costs.
Sources: abrdn, MSCI
The above performance summary information excludes the effects of the transaction with GoldenTree which are explained in the Chairman’s statement.
CHAIR’S STATEMENT
Background
Following the downward trajectory of UK inflation during the second half of 2023, there were expectations at the start of 2024 that we would see a reasonably swift move towards an interest rate cutting cycle. What transpired was somewhat different, with inflation lingering doggedly above the Bank of England target until the end of the second quarter. This uncertainty impacted investor confidence and manifested itself in a reduced level of market activity throughout the first six months of the year.
Since then, we have seen a rate cut at the beginning of August and a feeling, certainly in some sectors of the UK Real Estate market, that investors are feeling more confident. However, whilst there weren’t any significant global macroeconomic shocks in the first half of 2024 like those we have experienced in recent years, the continuing war in Ukraine and the escalation of tensions in the Middle East could still impact any fragile market recovery.
Corporate Activity
As previously reported in the Company’s 2023 Annual Report & Financial Statements, the Board undertook a strategic review in the second half of 2023 prompted by concerns about the Company’s size, lack of liquidity in its shares, the discount to NAV and uncovered dividend. The outcome of this review was that the Board recommended to shareholders that they vote in favour of a proposed merger with Custodian REIT for the reasons outlined in various announcements to shareholders during the first quarter of 2024. However, this ultimately did not garner enough shareholders of API to vote in favour of the proposal at the Extraordinary General Meeting.
Following the vote, shareholders of API were given the opportunity to vote on a proposed change to the Group’s Investment Objective from “The Company’s objective and purpose is to provide Shareholders with an attractive level of income together with the prospect of income and capital growth.” to “The Company’s investment objective is to realise all existing assets in the Company’s portfolio in an orderly manner.” Included in this change was a revision of the investment management fees to reflect the new Investment Objective and align the interest of the Investment Manager with the sale and return of capital to shareholders. On 28 May 2024, approximately 96% of shareholders (who voted) voted in favour of this proposal and the resolution passed.
Since then, alongside the Investment Manager, the Board has explored the most effective means of disposing of the Company’s assets, with the main aim being to obtain the best achievable value for the Company’s assets at the time of their realisation, with a view to repaying borrowings and making returns of capital to shareholders. As the Board has disclosed before, we have looked at all potential disposal strategies, including individual property sales alongside a wider portfolio transaction. Through an independent agent the whole portfolio was marketed to potential buyers in an extensive and competitive process. Following consideration of these proposals, and what might be achieved by way of individual property sales over a longer period with the associated risks, the Board selected a preferred bidder and has agreed a transaction with GoldenTree Asset Management for the sale of the entire share capital of abrdn property Holdings Limited (APH), the wholly owned subsidiary of the Company.
The transaction comprises the sale of 39 assets, being the Company’s entire investment property portfolio, with the exception of its interest in the land at Far Ralia, which will be retained by the Company for sale at a later date, subject to certain approvals. The Company’s debt facility with RBSI will be transferred in full to GoldenTree. Th
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
27 September 2024
abrdn Property Income Trust Limited(an authorised closed-ended investment company incorporated in Guernsey with registration number 41352)LEI Number: 549300HHFBWZRKC7RW84
PROPOSED SALE (the “Transaction”)
abrdn Property Income Trust Limited (“API” or the “Company”) is pleased to announce that it has entered into an agreement with certain funds and accounts managed by GoldenTree Asset Management LP (“GoldenTree”) for the sale of the entire share capital of abrdn Property Holdings Limited (“APH”), a wholly-owned subsidiary of API.
The Transaction comprises the sale of 39 assets (the “Portfolio”), being the Company’s entire investment property portfolio, with the exception of its interest in the land at Far Ralia. API’s debt facility with RBSI will be transferred in full to GoldenTree. The cash consideration for the purchase of the Portfolio is £351m (the “Consideration”), and the Company will receive net proceeds after adjusting for debt and other net assets of APH and subject to normal adjustments including those arising from the completion process.
GoldenTree has paid a cash deposit of £35.1m, with the balance of the Consideration being payable in cash on completion.
The Consideration:
represents a discount of 8.0 per cent. to API’s external valuation of the Portfolio as at 30 June 2024 of £381.6 million[1]; and implies a pro-forma net asset value of API as at 30 June 2024 of £244 million, equivalent to 64.0 pence per share, after adjusting for costs of the Transaction (the “Estimated Net Asset Value per Share”).[2]The Estimated Net Asset Value per Share represents:
a discount of 12.7 per cent. to API’s net asset value per API Share of 73.3 pence as at 30 June 2024; a premium of 6.66 per cent. to the API Share price of 60 pence as at 26 September 2024, being the closing API Share price immediately prior to the date of this announcement; and a premium of 20.1 per cent. to the API Share price of 53.3 pence on 28 May 2024, being the date that API Shareholders approved the Managed Wind-Down.It is intended that, following completion, returns of capital will be made to API Shareholders in cash from the Consideration, by way of a members' voluntary liquidation.
Such returns will be subject to the net realisation value of Far Ralia, which API is actively marketing, adjustments arising from the completion process, the operational costs of managing API through to liquidation (including tax effects) and the liquidation costs.
Background to and reasons for the Transaction
On 28 May 2024, API Shareholders approved an amendment to the Company's investment policy to implement a Managed Wind-Down.
Under the Managed Wind-Down process, API was to be managed with the intention of realising all of the assets in its portfolio in an orderly manner, via disposals of single assets, groups of assets or the portfolio as a whole, with a view to repaying borrowings and making returns of capital to API Shareholders whilst aiming to obtain the best achievable value for API’s assets at the time of their realisations.
The Transaction follows an extensive and competitive process undertaken by API and its advisers to identify a buyer for the Portfolio in an effort to balance the objectives of maximising returns for shareholders against the timeframe for disposals.
The API Board, having considered the potential alternatives including an asset-by-asset disposal, believes that the Transaction represents an effective execution of the Managed Wind-Down process. It provides greater price certainty and quicker return of proceeds for API Shareholders through realising the substantial majority of the investment portfolio in a single transaction.
The Transaction is being undertaken in accordance with the Company’s Managed Wind-Down investment policy and does not require the approval of API Shareholders.
It is expected that the Company will declare the Q3 dividend of 1 penny per API Share in line with previous guidance, to be paid before distribution of sale proceeds.
Conditions and timetable
Completion of the Transaction is anticipated to take place on 29 November 2024. It is intended that subject to receipt of consent from the Scottish Forestry Commission, Far Ralia will be transferred from APH to API prior to completion. Provisions have been made to complete on the sale in the event of a delay by Scottish Forestry, whilst protecting the interest of API. The Transaction is also subject to clearance under the UK National Security and Investment Act 2021. It is expected that following completion of the Transaction and at an appropriate point in time, API will seek API Shareholders' approval to appoint a liquidator to wind up the Company and to cancel the Company's admission to trading on the Main Market of the London Stock Exchange. Trading in API Shares will no longer be possible from that time. From the point that the conditions to the Transaction are satisfied, API will not continue to fulfil the relevant conditions to qualify for UK REIT status. The intention is to commence the returns of capital to shareholders as soon as the liquidator can do so.Information on GoldenTree and Farran Investments
GoldenTree
GoldenTree is an employee-owned, global asset management firm that specialises in opportunities across the credit universe in sectors such as high yield bonds, leveraged loans, private credit, distressed debt, structured credit, emerging markets, real estate, private equity and credit-themed equities. GoldenTree was founded in 2000 by Steve Tananbaum and is one of the largest independent global credit asset managers. GoldenTree manages nearly $55 billion for institutional investors including leading public and corporate pensions, endowments, foundations, insurance companies and sovereign wealth funds. GoldenTree has over 300 employees, with offices in New York, West Palm Beach, Charlotte, Newport Beach, Dallas, London, Dublin, Munich, Singapore, Sydney, Tokyo and Dubai.Farran Investments
Farran Investments is a privately-owned commercial real estate specialist, whose team have acquired, funded, managed and exited over £5 billion of commercial real estate assets. Farran Investments, who act as an advisor to GoldenTree, is a minority co-investor in the acquisition vehicle incorporated by GoldenTree and will become the asset manager to the Portfolio following completion of the Transaction.James Clifton-Brown, Chair of API said:
“Since the shareholder vote on 28 May 2024 to put the Company into a Managed Wind Down was passed, the Board, alongside the Investment Manager, explored the most effective means of disposing of the Company’s assets. The aims were to maximise the returns to shareholders but also to return cash to them as soon as possible. The full range of disposal strategies was considered from individual property sales to a wider transaction. Through an independent agent, Gerald Eve, the whole portfolio was marketed to potential buyers in an extensive and competitive process.
Following a second round of bids, the Board considered the GoldenTree Asset Management bid provided the best solution for shareholders, compared with the net present value of what might be achieved by way of individual sales over a longer period and represents a swift implementation of the shareholder resolution to conduct a Managed Wind Down. I would like to thank the team at abrdn who have delivered this outcome for shareholders.”
Enquiries
abrdn Property Income Trust James Clifton-Brown (Chair) via WinterfloodJason Baggaley (Fund Manager) +44 7801 039 463Mark Blyth (Deputy Fund Manager) +44 7703 695 490
Winterflood (Corporate Broker to API)Neil Langford +44 20 3100 0160
Farran InvestmentsFreddie Brooks (Partner) info@farraninvestments.comSimon Lee (Partner)
Important notices
Winterflood Securities Limited ("Winterflood"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for API and no-one else in connection with the matters set out in this document and will not be responsible to anyone other than API for providing the protections afforded to customers of Winterflood or for providing advice in relation to the matters set out in this document. Neither Winterflood nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Winterflood in connection with this document, any statement contained herein or otherwise.
[1] Excluding assets disposed of between 1 July 2024 and the date of this announcement, and the interest in the land at Far Ralia
[2] Including API's external valuation of Far Ralia which as at 30 June 2024 was £10m.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
25 September 2024
abrdn Property Income Trust Limited
(an authorised closed-ended investment company incorporated in Guernsey with registration number 41352)
LEI Number: 549300HHFBWZRKC7RW84
RESPONSE TO PRESS SPECULATION
(the “Transaction”)
abrdn Property Income Trust Limited (“API” or the “Company”) notes the recent press speculation and confirms that it is in advanced discussions with funds managed by GoldenTree Asset Management LP for the sale of the entire share capital of abrdn Property Holdings Limited (“APH”), a wholly-owned subsidiary of API.
Any sale would involve the disposal of the Company’s entire investment property portfolio, with the exception of its interest in the land at Far Ralia.
There can be no certainty that any binding sale agreement will be entered into, nor as to the terms on which any transaction may occur. API has not received any offer in respect of the issued share capital of API.
A further announcement will be made when appropriate.
Enquiries
abrdn Property Income Trust
James Clifton-Brown (Chair) via Winterflood
Jason Baggaley (Fund Manager) +44 7801 039 463
Mark Blyth (Deputy Fund Manager) +44 7703 695 490
Winterflood (Corporate Broker to API)
Neil Langford +44 20 3100 0160
Important notices
Winterflood Securities Limited ("Winterflood"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for API and no-one else in connection with the matters set out in this document and will not be responsible to anyone other than API for providing the protections afforded to customers of Winterflood or for providing advice in relation to the matters set out in this document. Neither Winterflood nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Winterflood in connection with this document, any statement contained herein or otherwise.
abrdn Property Income Trust Limited
(an authorised closed-ended investment company incorporated in Guernsey with registration number 41352)
LEI Number: 549300HHFBWZRKC7RW84
(The “Company” or “API”)
24 September 2024
Asset disposal
abrdn Property Income Trust (“API”) has completed on the sale of an office asset in Manchester for £4.3m, which is 2.3% below the June 2024 valuation (11.3% below the March valuation).
101 Princess Street is a multi-let office building in Manchester city centre with two ground floor leisure units and 5 floors of office accommodation. The two leisure units are occupied, as is one of the office floors, with the remainder currently vacant.
Mark Blyth, Deputy Fund Manager of API commented: “In the current market all office sales are challenging, especially when there is a relatively high level of vacancy. Therefore, we are pleased to have completed this disposal and, as announced previously, we will use the available proceeds to pay down the Company’s Revolving Credit Facility.”
All Enquiries:
Jason Baggaley – Real Estate Fund Manager, abrdn
Tel: 07801 039463 or jason.baggaley@abrdn.com
Mark Blyth – Real Estate Deputy Fund Manager, abrdn
Tel: 07703 695490 or mark.blyth@abrdn.com
abrdn Property Income Trust Limited
(an authorised closed-ended investment company incorporated in Guernsey with registration number 41352)
LEI Number: 549300HHFBWZRKC7RW84
(The “Company” or “API”)
28 August 2024
Asset disposal
abrdn Property Income Trust (“API”) has completed on the sale of an industrial asset in Dover for £9.475m, which is in line with the June 2024 valuation (but 4.8% below the March valuation).
Bastion Point, Dover is a single-let industrial unit let to the Secretary of State for Housing Communities and Local Government, with just over two years left on the occupational lease. The price of £9.475m reflects a net initial yield of 6.1%.
Mark Blyth, Deputy Fund Manager of API commented: “This is the fifth asset sale that the Company has completed this year, and the first since the shareholder vote to proceed with a managed wind down of the Company. As outlined in previous communications on the managed wind down strategy, the available proceeds will be used to pay down the Company’s Revolving Credit Facility.”
All Enquiries:
Jason Baggaley – Real Estate Fund Manager, abrdn
Tel: 07801 039463 or jason.baggaley@abrdn.com
Mark Blyth – Real Estate Deputy Fund Manager, abrdn
Tel: 07703 695490 or mark.blyth@abrdn.com
ABRDN Property Income Trust Limited
(an authorised closed-ended investment company incorporated in Guernsey with registration number 41352)
LEI Number: 549300HHFBWZRKC7RW84
(The "Company")
14 AUGUST 2024
RESULT OF ANNUAL GENERAL MEETING
At the Annual General Meeting of the Company held on 13 August 2024, all Ordinary and Special Resolutions set out in the Notice of Annual General Meeting contained in the Annual Report to Shareholders published on 13 May 2024 were duly passed.
Details of the voting results which should be read alongside the Notice are noted below:
Ordinary Resolution
For
Against
Abstain
1
102,841,515
1,826,433
26,822
2
103,406,165
1,072,291
216,314
3
104,529,171
144,649
20,950
4
103,865,639
757,573
71,558
5
103,462,577
519,481
712,712
6
99,316,061
4,868,144
510,565
7
99,385,550
4,798,655
510,565
8
98,643,962
5,492,243
558,565
9
98,665,218
5,512,060
517,492
10
99,292,000
4,824,105
578,665
Special Resolution
For
Against
Abstain
11
102,648,684
2,012,573
33,513
12
99,252,484
5,249,381
192,905
Note - A vote withheld is not a vote in law and has not been counted in the votes for and against a resolution.
The Special Resolutions were as follows:
Special Resolution 11
To authorise the Company, in accordance with The Companies (Guernsey) Law, 2008, as amended to make market acquisitions of its own shares of 1 pence each (either for retention as treasury shares for future resale or transfer or cancellation) provided that:
a. the maximum number of ordinary shares hereby authorised to be purchased shall be 14.99 percent of the issued ordinary shares on the date on which this resolution is passed;
b. the minimum price which may be paid for an ordinary share shall be 1 pence;
c. the maximum price (exclusive of expenses) which may be paid for an ordinary share shall be the higher of (i) 105 percent of the average of the middle market quotations (as derived from the Daily Official List) for the ordinary shares for the five business days immediately preceding the date of acquisition and (ii) the higher of the last independent trade and the highest current bid on the trading venue on which the purchase is carried out; and
d. unless previously varied, revoked or renewed, the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company after the passing of this resolution or on the expiry of 15 months from the passing of this resolution, whichever is the earlier, save that the Company may, prior to such expiry, enter into a contract to acquire ordinary shares under such authority and may make an acquisition of ordinary shares pursuant to any such contract.
Special Resolution 12
That the Directors of the Company be and they are hereby generally empowered, to allot ordinary shares in the Company or grant rights to subscribe for, or to convert securities into, ordinary shares of the Company ("equity securities") for cash, including by way of a sale of ordinary shares held by the Company as treasury shares, as if any pre-emption rights in relation to the issue of shares as set out in the listing rules made by the Financial Conduct Authority under Part VI of the Financial Services and Markets Act 2000, as amended, did not apply to any such allotment of equity securities, provided that this power:
a. expires at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or on the expiry of 15 months from the passing of this resolution, whichever is the earlier, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired; and
b. shall be limited to the allotment of equity securities up to an aggregate nominal value of £381,219 being approximately 10 percent of the nominal value of the issued share capital of the Company, as at 25 April 2024.
Enquiries:
Northern Trust International Fund Administration Services (Guernsey) Limited
The Company Secretary
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3QL
Tel: 01481 745001
END
9th August 2024
abrdn PROPERTY INCOME TRUST LIMITED (LSE: API)
LEI: 549300HHFBWZRKC7RW84
Unaudited Net Asset Value as at 30 June 2024
Net Asset Value and Valuations
Net asset value (“NAV”) per ordinary share was 73.3p (Mar 2024 – 76.4p), a decrease of 4.1% for Q2 2024, comprising a NAV total return of -2.8% and dividends paid of -1.3%. The main components of NAV total return are -0.5% due to a reduction in property values, -2.3% attributable to a change in accounting basis and -0.8% due to further strategic review costs, partially offset by net income of 1.1%;
On a like-for-like basis, the Company saw a fall in the value of the portfolio of 0.5% over the quarter with valuation declines in the office and retail sectors. This accounted for 0.5p of the 3.1p decline in the NAV over the quarter. Following the Shareholder vote on the 28 May 2024, the Company is now in a managed wind-down and therefore no longer prepares its financial information on the going concern basis of accounting. This has reduced the NAV by 2.3% (1.8p) mainly due to the estimated costs of realising the portfolio.
The Q2 NAV was also impacted by costs associated with the strategic review (0.7% of the Q1 NAV) which had not been incurred by 31 March 2024.
Rent Collection remained robust with 99.8% collected so far for Q2. Since the beginning of 2021 quarterly rent collection has been consistently at or above 99%.
EPRA Earnings excluding non-recurring items have increased by £300,000 in the period compared to Q1 (£300,000 decrease) primarily due to movements in lease incentives and backdated credits associated with rates relief.
The Company has formally agreed revised fee terms with the Investment Manager. Effective from 31 May 2024, the Investment Manager is entitled to a fee of 0.20% per annum on the average total assets payable each quarter, and a fee of 0.40% of the gross disposal proceeds payable in two tranches after 90% of the Portfolio has been disposed of; this was previously 0.6% of the total assets excluding long term financing.
The Board, with the Managers, are presently assessing a number of strategies for disposing of the property portfolio to maximise value for shareholders. This includes the potential for selling most of the portfolio in a single transaction, which were it to proceed, would likely be at a discount to the NAV, reflecting the value of a more immediate return of capital and the reduction of risk associated with individual sales. There can be no certainty that a portfolio sale can be achieved on acceptable terms.
Investment activity.
As reported previously, two sales completed during the quarter totaling £13.2m.
Financial Position
The Company is in a robust financial position as it has sufficient cash to meet ongoing obligations, and through the managed wind down will be able to repay debt and return capital to shareholders. The intention is to use sale proceeds to repay the RCF as a priority before returning capital to shareholders.
Occupancy / Void / WAULT
The Company had a vacancy rate of 10.5% as at end Q2 2024 (Q1 2024 7.9%). Over 50% of the vacancy is held in two logistics units, with just under 40% in offices spread across 5 assets.
Debt Facility and Gearing
API currently has two facilities with RBSI, an £85m term loan (fully drawn) and an £80m Revolving Credit Facility (RCF) of which £38.9m was drawn as at 30th June. Both facilities are at a margin of 150bps over SONIA and an interest rate cap on SONIA has been put in place at 4% over the term loan (all-in rate of 5.5%). As at 30 June 2024, the Company had a Loan to Value (LTV) of 28.7%*. The all-in cost of debt is 5.8% and the focus remains on repaying the RCF.
*LTV calculated as debt less all cash divided by investment portfolio value
Dividends
A dividend of 1p will be paid for the quarter which means that the dividend is therefore being maintained at an annualised rate of 4p per share. The dividend cover for Q2 2024 excluding costs associated with Corporate Activity is 83.1% (Mar 24 - 75.4%). As previously indicated, the Board intends to move to a dividend based on each quarter’s net income from the fourth quarter of 2024 and thereafter.
Net Asset Value (“NAV”)
The unaudited net asset value per ordinary share at 30 June 2024 was 73.3p. The net asset value is calculated under International Financial Reporting Standards (“IFRS”) as amended for the Company operating on a non-going concern basis.
The net asset value incorporates the external portfolio valuation by Knight Frank LLP at 30 June 2024 of £405.5 million.
Breakdown of NAV movement
Set out below is a breakdown of the change in the unaudited NAV over the period 31 March 2024 to 30 June 2024.
Per Share (p)
Attributable Assets (£m)
% Opening NAV
Comment
Net assets as at 31 March 2024
76.4
291.2
100.0
As per Audited Annual Report
Unrealised movement in valuation of property portfolio
-0.5
-1.9
(0.7)
Like for like decrease of 0.5% in portfolio value.
Loss on sale
0.0
-0.1
(0.0)
Estimated costs of disposal of portfolio
-1.8
-6.7
(2.3)
Following the vote to wind up the company the costs of selling the portfolio are now included in the NAV. This includes a 40bps fee payable to the Investment Manager and projected sales costs of 1.25%.
CAPEX in the quarter
-0.1
-0.5
(0.2)
Non-recurring items associated with Corporate Activity
-0.6
-2.1
(0.7)
Net income in the quarter after dividend
-0.1
-0.6
(0.2)
Rolling 12-month dividend cover 80% excluding non-recurring items associated with Corporate Activity.
Interest rate hedge mark to market revaluation
0.0
0.1
0.0
Interest rate cap valuation movement
Other movements in reserves
0.0
0.1
0.0
Movements in lease incentives.
Net assets as at 30 June 2024
73.3
279.5
95.9
European Public Real Estate
Association (“EPRA”)
30 Jun 2024
31 Mar 2024
EPRA Net Tangible Assets
£278.1m
£289.8m
EPRA Net Tangible Assets per share
73.0p
76.0p
The Net Asset Value per share is calculated using 381,218,977 shares of 1p each being the number in issue on 30 June 2024.
Investment Manager Review and Portfolio Activity
During Q2 the shareholders of the Company voted in favour of a change in investment strategy to sell all the assets in the Company and return capital to investors. The Investment Manager is aligned with the Board to achieve this and maximise risk adjusted returns to shareholders and fee arrangements have been changed accordingly.
Two asset sales completed during the quarter (as previously reported) totaling £13.2 million and a further two assets are under offer for sale. As noted above, the Board is also assessing the potential for selling most of the rest of the portfolio in a single transaction. It is likely that such a sale, were it to take place, would be at a discount to the NAV reflecting the value of a more immediate return of capital and the reduction of risk associated with individual sales over a longer period. There can be no certainty that a portfolio sale can be achieved on acceptable terms. The Board will keep shareholders informed.
Although the main focus has been on the exit strategy, asset management remains an important area to drive returns. Seven new leases / lease regears were completed with a total annual rent of just over £1m pa.
At the end of June 2024 the Company had £38.9m (£44.5m 30 March 2024) drawn on its revolving credit facility (RCF) with RBSI. The repayment of the outstanding RCF remains a priority as assets are sold.
Investment Manager’s UK Real Estate Market Outlook – Q2 2024
The UK economy expanded faster than expected over the first quarter of 2024, rebounding from a short-lived recession at the end of 2023 to grow 0.7%. This growth has continued into Q2 and a summer of major sporting events is likely to continue to support it. A rise in consumer spending was a large driver behind this growth and, paired with increasing household savings, suggests the economy is improving. We expect real wage growth to remain strong, as nominal wage growth returns slowly to a more sustainable rate. The annual Consumer Price Index (CPI) returned to the Bank of England’s (BoE) target rate of 2% in May, as base effects and lower energy prices fed through. Services inflation is the outlier and remains above target propelled by rising real wages. Although this poses the risk of extending inflationary pressure, robust productivity growth will help to lessen the effects. The BoE remained steadfast in maintaining a restrictive policy rate until the meeting in August when the first cut in Base Rate of this cycle was made, from 5.25% to 5%. Four of the nine voting members voted in favour of maintaining the rate at 5.25%, suggesting that further economic signals of lower inflationary pressures may be needed to see further cuts. We are seeing signs of stabilisation in the Industrial sector and capital value declines have slowed substantially over recent quarters. By contrast, the office sector is expected to see additional declines in capital values, especially as transactions pick up throughout the year. As investors await a more supportive macroeconomic environment, the investment market remains lukewarm. Total transactions over the first half of 2024 were down around 7% year-on-year to £24 billion, according to Real Capital Analytics. Around 23% of deals were in the residential sector.
Net Asset analysis as at 30 June 2024 (unaudited)
£m
% of net assets
Industrial
232.1
83.0
Office
57.6
20.6
Retail
69.2
24.8
Other Commercial
36.6
13.1
Land
10.0
3.6
Total Property Portfolio
405.5
145.1
Adjustment for lease incentives
-8.9
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