HELICAL PLC

Annual Report and Accounts 2023

2 Highlights 2023

  1. Chief Executive's statement
  1. Our market
  1. Our investment case
  1. Strategy
  1. Business model
  1. Key performance indicators
  1. Our portfolio
  1. The property portfolio in numbers
  1. Financial review
  1. Risk management
  1. Sustainability at Helical
  1. Our stakeholders - Section 172(1) Statement
  1. Chairman's review
  1. Board of Directors
  1. Corporate governance report
  1. - NominationsCommittee
  1. - Auditand Risk Committee
  1. -  Directors'Remuneration Report
  1. Report of the Directors
  1. Directors' responsibilities statement

134 Independent Auditor's Report to the Members of Helical plc

  1. Consolidated Income Statement
  2. Consolidated Balance Sheet
  3. Company Balance Sheet
  4. Consolidated and Company Cash Flow Statement
  5. Consolidated and Company Statements of Changes In Equity
  6. Notes to the Financial Statements

174 Appendix 1 - See-through analysis

  1. Appendix 2 - Total Accounting Return and Total Property Return
  2. Appendix 3 - Five year review
  3. Appendix 4 - Property portfolio
  4. Appendix 5 - EPRA performance measures

182 Glossary

  1. Shareholder information
  2. Financial calendar and advisors

helical.co.uk

We create sustainable and inspiring workplaces which are technologically smart, rich in amenities and promote employee wellbeing.

Applying this philosophy we seek to maximise Shareholder returns through delivering income growth from creative asset management and capital gains from our development activity.

Highlights

Highlights 2023

Operational highlights

Disposals of £233m (our share £213m) achieved at 3.7% above book value

• On 21 September 2022, we completed the disposal of the single

asset company, Farringdon East (Jersey) Limited, which owns the

long leasehold interest in Kaleidoscope, EC1, to Chinachem Group.

The disposal price of £158.5m, a premium to 31 March 2022 book

value, reflected a net initial yield of 4.3% and a capital value of

£1,789 psf.

Strategic Report

Financial highlights

9.4p

EPRA earnings per share¹

2022: 5.2p

11.75p+5.4%

Earnings and Dividends

  • IFRS loss of £64.5m (2022: profit of £88.9m).
  • IFRS basic loss per share of 52.6p (2022: earnings of 72.8p).
  • Final dividend proposed of 8.70p per share (2022: 8.25p), an increase of 5.5%.
  • See-throughTotal Property Return1 of -£51.4m (2022: £89.5m):
    • Group's share1 of net rental income increased 7.2% to £33.5m (2022: £31.2m).
    • Net loss on sale and revaluation of investment properties of £88.1m (2022: gain of £51.7m).
    • Development profits
      of £3.2m (2022: £6.6m).

• We also completed the disposal of Trinity in Manchester on 20 May

2022 to clients of Mayfair Capital for £34.6m (£590 psf), reflecting a

net initial yield of 5.0%. The sale represented a premium to 31 March

2022 book value, net of rental top ups, and concluded the disposal

of our Manchester office portfolio.

• 55 Bartholomew, EC1, an office building located in the Barts Square

development, was sold on 14 June 2022 to a private European

investor for £16.5m (our share £8.2m), reflecting a net initial yield

of 4.5% and a premium to 31 March 2022 book value.

• We completed the sale of 14 apartments at Barts Square for total

sale proceeds of £19.7m (our share £9.9m), with the sale of the final

apartment in this 236 unit residential scheme completing after the

year end. We also completed the sale of the freehold of the entire

residential estate to its residents for £3.7m (our share £1.8m).

Continued lettings momentum delivering £5.4m (our share £3.4m) of contracted rent at a 6.9% premium

  • In the year, we completed nine new lettings totalling 65,550 sq ft, delivering contracted rent of £5.4m (our share £3.4m) at a 6.9% premium to 31 March 2022 ERVs.

Total dividend for the year

2022: 11.15p

Balance Sheet

• Net asset value down 11.4%

• Total Accounting Return1 on

to £608.7m (31 March 2022:

EPRA net tangible assets of

Development milestone hit at 100 New Bridge Street, EC4

• At 100 New Bridge Street, EC4, the City of London has resolved

to grant planning permission and the formal decision notice will be

issued upon signing of the Section 106 Agreement. On completion

Sustainability highlights

£687.0m).

-12.1% (2022: 10.2%).

• Total Accounting Return1

• EPRA net disposal value per

in Q2 2025, the carbon friendly new building will be one of the most

sustainable in London and will provide 192,000 sq ft of net internal

• Net Zero Carbon Pathway

published in May 2022, setting

out our commitment to

• Improvements across

sustainability measures,

with 5 Star GRESB ratings

493p

EPRA net tangible asset value per share¹ down 13.8% to 493p (31 March 2022: 572p).

-5.6%

Total Property Return, as measured by MSCI, of -5.6%, compared to the MSCI Central

on IFRS net assets of -9.4%

share1 down 11.1% to 490p

(2022: 15.0%).

(31 March 2022: 551p).

Financing

area across 10 floors, including two additional new floors which will

benefit from exceptional views of St Paul's Cathedral. Construction

work is anticipated to commence in Q4 2023 once Baker McKenzie

vacate the building.

600,000 sq ft expansion of development pipeline following TfL joint venture selection

becoming a net zero carbon

business by 2030. Signatory to

the BPF Net Zero Pledge and

the Better Build Partnership

Climate commitment.

• The JJ Mack Building, EC1

awarded for both our

standing investments and

our developments and a

CDP score of B (up from C).

We have also retained

MSCI ESG AAA and EPRA

London Offices Total Return Index of -8.6%.

• See-through net borrowings¹

of £231.4m (31 March 2022

restated2: £388.3m).

• Average maturity of the

Group's share1 of secured debt

of 2.9 years (31 March 2022:

• Group's share¹ of cash and

undrawn bank facilities of

£244.2m (31 March 2022

restated2: £147.0m).

• Helical elected to become a

REIT, effective 1 April 2022,

• In February 2023, Helical was selected by Transport for London's

wholly owned commercial property company, TTL Properties

Limited, as the investment partner for its commercial office portfolio

joint venture. Contracts are expected to be signed shortly to

formalise the joint venture. The portfolio will create well connected,

highly sustainable and inclusive workspaces across central London

and initially will be seeded with three over-station development

achieved 2018 BREEAM

"Outstanding" at the design

stage and an EPC A rating

following practical completion.

A NABERS 5 Star rating is

anticipated, reflecting our

commitment to achieving

Sustainability BPR Gold.

27.5%

3.4%

See-through loan to value¹

See-through average cost

decreased to 27.5% (31 March

of secured facilities¹ of 3.4%

2022 restated²: 35.0%).

(31 March 2022: 3.2%).

3.0 years).

• Change in fair value of

derivative financial instruments

credit of £12.8m (2022: £18.0m).

and is exempt from UK

corporation tax on relevant

property activities.

sites, namely:

-BankOver-Station Development - located above the recently

opened Bank station entrance on Cannon Street. This eight-storey

office development will measure 142,000 sq ft and the joint

venture intends to start on site in 2024.

-SouthwarkOver-Station Development - located above

Southwark Tube station. The scheme has consent for a 220,000

sq ft hybrid timber office building over 17 floors. The development

is expected to start on site in 2025.

-PaddingtonOver-Station Development - located on the Grand

Union Canal, close to the Elizabeth Line station at Paddington.

This 19-storey building will provide 235,000 sq ft of office space

and construction is expected to commence in 2026.

excellent energy efficiency

in operation.

  1. See Glossary for definition of terms. The financial statements have been prepared in accordance with International Accounting Standards ("IAS") in conformity with the Companies Act 2006. In common with usual practice in our sector, alternative performance measures have also been provided to supplement IFRS, some of which are based on the recommendations of the European Public Real Estate Association ("EPRA"), with others designed to give additional information about the Group's share of assets and liabilities, income and expenses in subsidiaries and joint ventures ("see-through").
  2. See Note 37.

2

Helical plc - Annual Report and Accounts 2023

Helical plc - Annual Report and Accounts 2023

3

Chief Executive's statement

Well positioned with 790,000 sq ft development pipeline

Overview

The central London office market has suffered a fall in capital values over the last year and Helical has not been immune to these market movements, with our portfolio experiencing a valuation decline of 10.1% (on a like-for-like basis).

While previous valuation falls have been caused by recessions following periods of economic exuberance leading to an oversupply of new office space, the current decline in values reflects a number of differing cyclical and structural factors.

The economy has been affected by multiple geopolitical and economic events which have generated high levels of inflation and a steep rise in interest rates. We have had ultra-low interest rates since 2009 and with the base rate rising from 0.10% in December 2021 to the current 4.50%, the financing of real estate has become significantly more expensive. The rise in interest rates has also led to a repricing of government bonds across the market. Consequently, valuation yields have risen.

In addition, structural changes are impacting the office market, with the latest sustainability criteria challenging the suitability of older office buildings.

Tenant demand for the best, newly developed or refurbished buildings at the forefront of sustainability with top quality amenities is strong, and seeing rising rental values."

Strategic Report

Gerald Kaye

Around 75% of buildings in the central London office market do not meet the MEES (Minimum

Chief Executive

Energy Efficiency Standards) rating of EPC A or B rating required by 2030 and these buildings will

need significant capex to bring them up to the necessary standard when leases end and tenants

vacate. Previously, these less sustainable buildings could have remained in the market with a low

cost refurbishment and a reletting at a significantly lower rent than for the better buildings. For

buildings below an EPC rating of B this will no longer be an option. The additional cost of bringing

these older buildings up to the required standard is exacerbated by the significant build cost

inflation we have seen in the last year.

The impact of all these factors has accelerated the bifurcation in the market. With best-in-class

property valuations adjusting to reflect the movement in bond yields, it is the older, poorer quality

buildings that are facing what is likely to be a deeper correction, with downward price discovery

potentially not reaching an endpoint until a lease ends and the rent stops, or from refinancing events.

Tenant demand for the best, newly developed or refurbished buildings at the forefront of

sustainability with top quality amenities is strong, and seeing rising rental values.

Against this backdrop, Helical has continued to recycle capital out of its mature, stabilised assets,

reduced leverage and cut its ongoing core administration costs by over 13% for the year ahead.

As a result, it is well placed to capitalise on any ongoing market dislocation and the structural

trends impacting the office sector.

4

Helical plc - Annual Report and Accounts 2023

Helical plc - Annual Report and Accounts 2023

5

Chief Executive's statement

continued

Our pipeline

The Group seeks to grow the business by realising surpluses from its recently developed investment assets, and reinvesting that recycled equity into new opportunities.

In the year to 31 March 2023, the judicious sales of Kaleidoscope, EC1 and Trinity, Manchester realised revaluation surpluses of over £53m and reduced our gearing level from an LTV at 31 March 2022 of 35.0% to 27.5% at 31 March 2023.

Being selected by Transport for London ("TfL") as their joint venture partner for the Platinum Portfolio was a significant milestone, boosting our development pipeline by almost 600,000 sq ft, with the potential for additional schemes to be added to the joint venture in the future. This collaboration with TfL, one of London's largest landowners, is an endorsement of the Helical brand and recognises our track record of producing high quality, successful developments across central London over many years.

With 100 New Bridge Street, EC4, our 192,000 sq ft office scheme, due to start later this year and the three TfL schemes anticipated to start over the period from 2024 to 2026, this pipeline, our most significant for a number of years, is scheduled to deliver best-in-class office space to an undersupplied market from 2025 to 2029.

Results for the year

The loss for the year to 31 March 2023 was £64.5m (2022: profit of £88.9m) with a see-through Total Property Return of -£51.4m (2022: +£89.5m). See-through net rental income increased by 7.2% to £33.5m (2022: £31.2m) while developments generated see-through profits of £3.2m (2022: £6.6m). The see-through net loss on sale and revaluation of the investment portfolio was £88.1m (2022: net gain of £51.7m).

Total see-through net finance costs reduced to £12.0m (2022: £19.7m), reflecting a lower level of debt and much lower debt cancellation costs of £0.1m (2022: £5.9m). An increase in expected future interest rates led to a £12.8m credit (2022: £18.0m) from the valuation of the Group's derivative financial instruments. Recurring see-through administration costs were 4.2% higher at £10.3m (2022: £9.9m), with performance related awards, reflecting the results for the year, reduced to £2.7m (2022: gain of £6.0m) and National Insurance on these awards of £0.3m (2022: £1.2m).

The election to become a REIT from 1 April 2022 has resulted in a £nil (2022: credit of £16.0m) tax charge for the year.

The IFRS basic loss per share was 52.6p (2022: earnings of 72.8p)

and EPRA earnings per share were 9.4p (2022: 5.2p).

On a like-for-like basis, the investment portfolio fell in value by 10.1% (7.7% including purchases and gains on sales). The see-through total portfolio value reduced to £839.5m (31 March 2022: £1,097.3m), reflecting the revaluation loss and the sales of Kaleidoscope, EC1, 55 Bartholomew, EC1 and Trinity, Manchester in the year.

The total return of our property portfolio, as measured by MSCI, was -5.6% (2022: 10.7%), which outperformed the Central London Offices Total Return Index of -8.6%.

The portfolio was 83.9% let at 31 March 2023 and generated contracted rents of £39.0m (2022: £46.4m), equating to an average of £60 psf. This increases to £48.9m on the letting of currently vacant space as we move towards capturing the portfolio ERV of £60.4m (2022: £67.1m). The Group's contracted rent has a Weighted Average Unexpired Lease Term ("WAULT") of 5.0 years.

The Total Accounting Return ("TAR"), being the growth in the IFRS net asset value of the Group, plus dividends paid in the year, was -9.4% (2022: 15.0%). Based on EPRA net tangible assets, the TAR was -12.1% (2022: 10.2%). EPRA net tangible assets per share fell by 13.8% to 493p (31 March 2022: 572p), with EPRA net disposal value per share falling by 11.1% to 490p (31 March 2022: 551p).

6

Balance Sheet strength and liquidity

The Group has a significant level of liquidity with see-through cash and unutilised bank facilities of £244.2m (31 March 2022: £147.0m) to fund capital works on its portfolio and future acquisitions.

At 31 March 2023, the Group had £31.9m of cash deposits available to deploy without restrictions and a further £13.7m of rent in bank accounts available to service payments under loan agreements, cash held at managing agents and cash held in joint ventures. In addition, the Group held rental deposits from tenants of £9.1m. Furthermore, the Group had £189.5m of loan facilities available to draw on.

The see-through loan to value ratio ("LTV") reduced to 27.5% at the Balance Sheet date (31 March 2022: 35.0%) and our see-through net gearing, the ratio of net borrowings to the net asset value of the Group, reduced to 38.0% (31 March 2022: 56.5%) over the same period.

At the year end, the average debt maturity on secured loans, on a see- through basis, was 2.9 years (31 March 2022: 3.0 years). The average cost of debt, on a see-through basis, was 3.4% (31 March 2022: 3.2%).

Dividends

Helical is a capital growth stock, seeking to maximise value by successfully letting comprehensively refurbished and redeveloped property. Once stabilised, these assets are either retained for their long-term income and reversionary potential or sold to recycle equity into new schemes.

This recycling leads to fluctuations in our EPRA earnings per share, as the calculation of these earnings excludes capital profits generated from the sale and revaluation of assets. As such, both EPRA earnings and realised capital profits are considered when determining the payment of dividends.

In the year to 31 March 2023, EPRA earnings per share increased by 80% from 5.2p last year to 9.4p this year. The sales of Kaleidoscope, EC1, 55 Bartholomew, EC1 and Trinity, Manchester, during the year realised capital profits of £53.4m, transferred into distributable retained earnings.

In the light of the increased EPRA earnings and the capital profits realised in the year, the Board will be recommending to Shareholders a final dividend of 8.70p per share, an increase of 5.5% on last year. If approved by Shareholders at the 2023 AGM, the total dividend for the year will be 11.75p, up 5.4% on 2022.

This final dividend, if approved, will be paid out of distributable reserves generated from the Group's activities. Following its conversion to a UK REIT, dividends payable by Helical will comprise

  1. Property Income Distribution ("PID") from the operations that fall under the REIT regime, and a dividend from those operations that fall outside the REIT regime. The PID, for the year to 31 March 2023, will be 5.70p, with the balance of the final dividend of 3.00p representing an additional ordinary dividend.

Sustainability

Sustainability remains at the heart of our business, both at a corporate and asset level.

We have made good progress in the year and continue to perform strongly against the targets we have set. Despite increasing occupancy levels, energy intensity across our like-for-like portfolio fell by 8% during the year to an average of 129 kWh/m2, on track for our 2030 net zero carbon target of 90kwh/m2.

The JJ Mack Building, EC1 completed in September 2022, at which point we have accounted for 100% of the associated upfront embodied carbon emissions in our reporting. The building achieved an embodied carbon intensity of 741 kgCO2e/m2, on track for our 2030 net zero carbon target of 600 kgCO2e/m2. This considerable reduction was achieved through a combination of using materials with a high recycled content, adopting modern methods of construction

Helical plc - Annual Report and Accounts 2023

Sustainability and net zero carbon

We continue to make good progress against the targets we set out in our sustainability strategy "Built for the Future" and our aim to become a net zero carbon business by 2030. With the publication of our "Net Zero Carbon Pathway" in May 2022, our progress towards rapidly decreasing our emissions across our development activities and existing portfolio has been recognised by our improved GRESB status.

We have been ranked the number one company in the UK Office Listed sector, scoring 88% and receiving a 5 Star GRESB rating in the annual sustainability performance index for our standing investment properties. Alongside this, we have also received a 5 Star GRESB rating for our developments, scoring 94%.

For our sustainability reporting, we achieved a Gold Award for the second consecutive year, for reporting in accordance with EPRA's European Sustainability Best Practice Recommendations ("sBPR"). The EPRA sBPR is intended to raise the standards and consistency of sustainability reporting for listed real estate companies across Europe.

We also improved our CDP score to B, up from C, demonstrating our rigorous approach to assessing climate change risks and opportunities and our transparent disclosures.

Our portfolio is well placed in terms of energy efficiency, with 99% of our assets (by value) already compliant with the proposed legislative requirement that all rented commercial buildings achieve a minimum EPC rating of B by 2030. Market research suggests that only c.25% of commercial assets are currently compliant, with significant capital outlay likely to be required to take non-compliant buildings up to the minimum standard. Likewise, 99% of our assets (by value) hold a BREEAM certification, with 88% being "Outstanding" or "Excellent" (excluding 100 New Bridge Street, EC4 which is to be refurbished).

The JJ Mack Building, EC1 was the UK's first commercial building to be awarded BREEAM "Outstanding" at the design stage under the 2018 regulations. On 30 September 2022, the building achieved practical completion and we anticipate the "Outstanding" rating will be retained at the post construction assessment stage. Through the use of recycled materials, Earth Friendly Concrete and modern methods of construction, we have reduced embodied carbon to 42% below the current "Business as Usual" RIBA target. Operationally, it is estimated that carbon emissions will be c.53% lower than the regulated Targeted Emissions Rate as defined by Part L of the Building Regulations (2013). This reduction is a result of sustainable, intelligent and renewable technologies designed into the building alongside connection to the Citigen District Energy Network. Our embodied carbon from construction is in the process of being offset and, once completed, will provide us with our first net zero carbon building.

Going forward, we will continue to focus on minimising embodied carbon in our new buildings and, where we can, delivering "carbon friendly new build" schemes, such as the planned redevelopment of 100 New Bridge Street, EC4 where we will re-use or recycle large portions of the existing building and look to incorporate the existing structural frame to minimise the carbon impact.

  • See page 54

Helical plc - Annual Report and Accounts 2023

With an experienced management team, a substantial development pipeline, no legacy assets and historically low gearing levels, Helical is well positioned to capitalise on the structural trends impacting the office sector."

and embedding circular economy principles into the design and delivery of the project. The building received an EPC A rating and is anticipated to achieve a NABERS 5 Star for the commitment to excellent energy efficiency in operation. Furthermore, the building received BREEAM "Outstanding" at the design stage, which is expected to be retained upon final certification.

We continue to perform well across the industry benchmarks

we participate in. We received a 5 Star GRESB rating for both our standing investments and developments and retained our Green Star status. For our sustainability reporting, we were granted a Gold Award for the second consecutive year, for reporting in accordance with EPRA's European Sustainability Best Practice Recommendations (sBPR). We were also pleased to receive an improved CDP score of B, further demonstrating our commitment to best practice disclosure and enhanced climate change risk assessment.

Our portfolio is market leading in terms of energy efficiency, with

99% of our assets (by value) already compliant with the proposed legislative requirement that all rented commercial buildings achieve a minimum EPC rating of B by 2030.

Looking forward, we plan to define our approach to carbon offsetting and uphold our commitment to deliver all future developments as net zero carbon.

The opportunity

London remains a leading world city and, barring economic or geopolitical catastrophe, there will be ongoing demand for best-in- class office buildings from occupiers who require well located, highly sustainable offices with good amenities, which are essential in attracting and retaining the top talent. There remains a shortage of this best-in- class newly refurbished or redeveloped office space in central London, enabling landlords to command premium rents, a dynamic that is likely to persist for the rest of this decade as the market plays catch up.

With an experienced management team, a substantial development pipeline, no legacy assets and historically low gearing levels, Helical is well positioned to capitalise on the structural trends impacting the office sector.

Finally

It is with great sadness that we record the death on 7 April of Nigel MacNair-Scott. Nigel was Finance Director of Helical Bar plc from 1986 to 2013 after which he became Chairman, retiring in 2016. Nigel was the other half of the duo with Michael Slade who jointly turned Helical from producing steel rebar for the construction industry into

  1. highly successful property company. Nigel's financial acumen and general shrewdness, coupled with Mike's property skills, enabled Helical to survive the major downturns of the early 1990s and the Global Financial Crisis in 2008-2009 and prosper in subsequent years, becoming a well-known brand in the property sector.

Gerald Kaye

Chief Executive

23 May 2023

7

Strategic Report

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Helical plc published this content on 13 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 June 2023 09:19:06 UTC.