2. Programme
g
Salmaan Hasan
Chief Executive 1
Tim Garnham
Introduction
Group and strategy
Development
Director
Ivan Ezekiel 2
Finance
Director Financial
review
3
Development
review
4
Summary and
outlook
1
4. Our strategy for delivering future value
Extend/restructure funding arrangements
E t d/ t t f di t
Complete our key developments on time and on budget
Lease office developments - on the ‘right’ terms
right
Further sales of high-end residential properties
Selective disposals of non core assets
non-core
Obtain planning permission for sites in development pipeline
3
5. Our strategy for delivering future value
Extend/restructure funding arrangements
• Successfully concluded bank discussions
• Strengthened financial platform in place
• Key financial covenants deferred or removed
• No scheduled loan maturities in current or next financial year
Complete our key developments on time and on budget
• Development finance in place for the delivery of The Walbrook,
St Botolphs and Lancaster Gate
• Developments are on ti
D l t time and on b d t
d budget
Lease office developments - on the ‘right’ terms
• Pre-leasing to Lockton s g ed a S Botolphs
e eas g o oc o signed at St o o p s
• Discussions with potential tenants continue
• Funding in place allows Group to negotiate ‘right’ terms
4
6. Our strategy for delivering future value
Further sales of high-end residential properties
high end
• Lancaster Gate scheme partially de-risked through pre-sales
• Achieve further sales
Selective disposals of non-core assets
• Selective disposals being considered
Obtain planning permission for sites in development pipeline
de elopment
• Preparing for inquiry at Ram Brewery
• Enhanced planning sought for Lancaster Gate
5
8. Income statement
Year ended 30 June 2009
Year ended
30 June 30 June
2009 2008
£m £m
Net property income 5.2. 6.8.
Net finance costs* (3.1) (8.7)
Administrative expenses (6.9) (8.2)
Other income 0.3. 1.6.
(4.5) (8.5)
Loss on sale of investment properties (0.1)
(0 1) -.
Movement on revaluation of investment property (281.9) (256.4)
Impairment of owner occupied property (2.7) -.
Share of joint venture results -. (4.3)
(4 3)
Loss before tax (289.2) (269.2)
Deferred tax credit 2.2. 37.3.
Loss for the year (287.0) (231.9)
∗ After adjusting for capitalised finance costs of £32.2 million (2008: £22.4 million) 7
9. Balance sheet summary
y
At 30 June 2009
30 June 30 June
2009 2008
£m £m
Investment properties 502.4. 589.7.
Trading properties 181.6.
181 6 133.8.
133 8
Cash 82.3. 117.4.
Borrowings (720.9) (526.7)
Derivative financial instruments (53.6) 12.7.
Deferred consideration on Ram Brewery site acquisitions (10.1) (12.4)
Other net creditors, including development accruals (28.1) (12.0)
Total shareholders’ (deficit)/equity (46.4) 302.5.
Basic net (liability)/asset value per share (28.8)p 187.7p
Diluted EPRA net asset value per share * 47.1p 239.8p
∗ Diluted EPRA net asset value, in accordance with the definition set out by EPRA, incorporates the valuation of the total property portfolio of the Group, including trading
properties, before taxation and adds back the post-tax fair value on derivative financial instruments. 8
10. Reconciliation of total shareholders’ equity
q y
At 30 June 2009
Pence
£m
£ per share
At 30 June 2008 - Basic 302.5. 187.7.
Valuation movement - investment and owner occupied p p y
p property (
(284.6)
) (
(176.6)
)
Valuation movement - derivative financial instruments† (61.6) (38.2)
Other movements (2.7) (1.7)
At 30 June 2009 - Basic (46.4)
(46 4) (28.8)
(28 8)
Group’s estimated pre-tax share of trading properties revaluation
surplus 69.2. 42.9.
Fair value deficit of derivative financial instruments* 53.2. 33.0.
At 30 June 2009 – Diluted EPRA 76.0. 47.1.
† The movement in valuation of derivative financial instruments through both the income statement and reserves, after adjusting for related tax and minority interest.
∗ Net of tax and minority interest. 9
11. Property portfolio
At 30 June 2009
Revaluation Valuation
Movement 30 June 2009 Movement
Investment properties £m £m %†
The Walbrook, London
Th W lb k L d EC4 (113.5)
(113 ) 126.5
126
St Botolphs, London EC3 (74.1) 117.3
Croydon Estate, London Borough of Croydon (37.4) 63.3
Ram Brewery, London SW18● (23.0) 95.0
Westerhill Road, Glasgow (10.8) 53.9
42-48 Wigmore Street, London W1* (15.1) 27.8
Others
Oth # (8.0)
(8 0) 31.0
31 0
(281.9) 514.8 (35.4)
Trading properties
Lancaster Gate, London W2 (16.5) 220.9
Odeon Kensington, London W8 (21.2) 71.3
(37.7) 292.2 (11.4)
Total
(319.6) 807.0 (28.4)
† The percentage valuation movement is calculated after adjusting for acquisitions and expenditure in the year.
● Includes Church Row, Wandsworth.
* Excludes owner occupied part of property, valued at £6.1m at 30 June 2009 (30 June 2008: £11.5m). CBRE valued complete site with leases in place at £35.5m.
# Excludes properties valued at £2.7m which were disposed during the year.
10
12. Successful refinancings
g
Refinanced, extended or restructured loan facilities in excess of £750 million
This represents a key milestone and provides added security to the Group
Revised commercial terms agreed for two development loan facilities financing City of
London office developments
No scheduled loan maturities in the current or next financial year
Key financial loan covenants have been deferred or removed
No NW or LTV covenants are due to be tested during the current or next financial year,
other than for two loan facilities totalling circa £44 million†
LTV = Loan to value
NW = Net worth
† The covenants are not scheduled to be tested until 2010, but based on the valuation at 30 June 2009 are in compliance.
11
13. Debt overview
At 30 June 2009
30 June 2009 30 June 2008
Group borrowings £m £m
Balance b/f
B l 526.6
26 6 331.2
331 2
Development drawdowns 215.0 310.6
Loan repayments/reductions (18.8) (109.7)
Loan amortisations (1.9) (2.0)
Other - (3.5)
Balance c/f 720.9 526.6
Net debt
Borrowings 720.9 526.6
Cash (82.3) (117.4)
Net debt 638.6 409.2
Proportion of property portfolio at valuation
Borrowings 89% 59%
Net debt 79% 46%
12
14. Development finance
p
Financings in place
The Walbrook,
Walbrook St Botolphs,
Botolphs Lancaster Gate
Gate,
London EC4 London EC3 London W2
£275m facility £295m facility £215m facility
Provides development finance Provides development finance Provides development finance
PC scheduled for December 2009 Lockton pre-leasing in place Equity previously invested
to shell and core specifications repatriated through financing
Post-PC interest-covered by cash Post-PC interest-covered by Initial pre-sales achieved for in
and available facilities; backed by available facilities; backed by excess of £100m of future
additional security additional security revenue
Leasing milestones Leasing milestones Milestone deposits received
LTV test 24 months after PC LTV and interest cover test in mid- No ongoing LTV
2012
No NWC No NWC No NWC
LTV = Loan to value
NWC = Net worth covenant
13
15. Site finance
Financings in place
Ram Brewery, Odeon Kensington, Croydon Estate,
London SW18 London W8 Croydon
£83.3m facility £23m facility £44.1m facilities
Finances site acquisitions, Financed site acquisition and pre- Two site facilities in place
including Church Row development activities
Loan extended to August 2011 Loan extended to August 2011 Allders dep’t store facility - £25m
– Extended to Dec 2011
– No NWC or ongoing LTV
No NWC or ongoing LTV No NWC or ongoing LTV Croydon Plaza facility - £19.125m
– Extended to Sept 2012
– NWC* and LTV*
LTV = Loan to value
NWC = Net worth covenant 14
∗ The covenants are not scheduled to be tested until 2010, but based on the valuation at 30 June 2009 would be in compliance.
16. Other facilities
Financings in place
Wigmore Street, Bishopbriggs, Leinster House City peripherals,
London W1 Glasgow Hotel, London W2 London EC4
£24.5m facility £49.2m facility £13m facility £9.4m facility
Finances investment Finances investment Finances investment Finances investment
Loan extended to January Loan matures in 2025 Loan extended to April 2012 Loan matures in November
2013 2013
No NWC; LTV* No NWC or ongoing LTV No NWC or ongoing LTV No NWC or ongoing LTV
LTV = Loan to value
NWC = Net worth covenant
∗ The covenant is not scheduled to be tested until 2010, but based on the valuation at 30 June 2009, would be in compliance. 15
17. Debt maturity
y
At 30 June 2009
55
% of
borrowings 50 At 30 June 2009
45
At 30 June 2009
40 post refinancings*
35
30
25
20
15
10
5
0
Pre June Pre June Pre June Pre June Pre June Post June
2010 2011 2012 2013 2014 2014
* Represents the loan position at 30 June 2009, amended only for the extension amendments agreed since that date. 16
18. Financing summary
g y
Loan refinancings and extensions put in place
No scheduled loan maturities in financial years 2010 and 2011
Negotiations with banks successfully concluded to defer/remove key financial
loan covenants
Sufficient facilities in place to complete the developments
Majority f f di is hedged
M j it of funding i h d d
Good relationships with key banks
17
22. City assets
y
City of London: Market overview
Worst of the downturn is now over with Quarter 1 2009 appearing to mark the low point
for demand
Quarter 2 – 37.5% increase in take-up to just over 1 million sq.ft.
Quarter 3 – similar quarter on quarter rise expected thanks to deals at Watermark Place
(495,000 sq.ft. – Nomura) and Trinity Tower (186,000 sq.ft. – News International)
The Walbrook and St Botolphs are now two of a handful of new available buildings
p g
capable of meeting tenant requirements greater than 200,000 sq.ft. in the City market
until end of 2011
Lack of new supply go g forward
ac o e supp y going o a d
Commentators are predicting that rental levels and rent free periods are stabilising with
forecasts for rental growth starting within the next 12 months
Source: Knight Frank
21
23. City assets
City Schemes with over 200 000 sq ft available to let
200,000
1,500,000
Drapers
1,250,000 Gardens
ble
Sq availab
1,000,000
The
Walbrook
q.ft.
750,000
,
Cannon
Ropemaker One Place
500,000 New Change
250,000 200 Heron
St Botolphs The Shard
Aldersgate Tower
0
2009 2010 2011 2012
Source: Knight Frank
22
24. City assets
City Vacancy Rate - 1989 to 2013
20
18
16
14
12
% 10
8
6
4
2
0
1989 1991 1993 1995 1997 1999 2001 2003 2005 2007 2009 2011 2013
Source: Knight Frank
23
25. City assets
y
The Walbrook, London EC4
445,000 sq.ft. of lettable space
Offices – 410,000 sq.ft.
Retail – 35,000 sq.ft.
Cladding installation almost complete
Major mechanical and electrical plant installed
and undergoing commissioning
Practical completion December 2009 – on
programme and within budget
Good tenant interest
24
26. City assets
y
St Botolphs, London EC3
560,000 sq.ft. of lettable space
84,000 sq.ft. pre-let to Lockton International at
£45.00 per sq.ft.
Cladding underway
Improving tenant interest
Construction on programme for Practical Completion
Summer 2010
25
28. High-end residential assets
g
London market overview
The ultra prime residential market has shown more resilience to the downturn
ultra-prime
than other sectors through lack of supply, although it has been impacted by the
economic downturn
With reduced stock levels agents are reporting serious interest in certain
properties at early 2007 levels, with an uplift in transaction levels having been
witnessed recently
The
Th continued weakness in sterling makes UK property very good value t
ti d k i t li k t d l to
overseas investors. The impact of this will depend on how long exchange rates
remain at existing levels, the availability of funding and general confidence
Despite economic conditions, a good level of interest continues for the
apartments we are developing although at the current time we are not actively
marketing
Source: Savills
27
29. High-end residential assets
g
Lancaster Gate, London W2
Acquired th f
A i d the former Thi tl Hotel in July 2006
Thistle H t l i J l
Planning consent was granted in July 2007 for 181,000
sq.ft. of residential accommodation. This permission was
subsequently altered to p
q y provide 74 p
private apartments and
p
11 affordable residential units
The scheme faces south over Hyde Park and offers
significant value compared to other areas surrounding the
park
Construction commenced in Autumn 2007, with the first
phase of completion due December 2010
Solid demand f th apartments with significant potential
S lid d d for the t t ith i ifi t t ti l
for price growth
Contracts exchanged for the sale of 27% of the scheme for
in excess of £100 million of future revenue
28
30. High-end residential assets
g
Odeon Kensington, London W8
Minerva acquired the cinema in 2005
Site area – 0.86 acres
Planning consent granted for:
circa 100,000 sq.ft. of private residential
accommodation;
- 35 apartments
- 5 town houses
a basement car park
a multi-screen cinema
affordable housing to be provided off-site
Currently being held pending marketing for sale
29
32. Mixed-use assets
Ram Brewery, London SW18
The Ram Brewery site was acquired:
In August 2006, Buckhold Road and Ram Brewery
sites were acquired, with a combined area of 6.5
acres, for £69 million
In June 2007, the Capital Studios site, which lies
adjacent to the Ram Brewery, was acquired f £14.5
for £1
million
The scheme is for a combined total area in excess of 1
million sq.ft. of accommodation, comprising over 1,000
flats and 200,000 sq.ft. of retail, restaurant and commercial
space. The S106 is currently being negotiated
A resolution to grant planning consent was granted in
December 2008 for a residential led mixed use scheme
residential-led mixed-use scheme,
using as its signature the existing heritage buildings and
two tall buildings of 32 and 42 stories. This decision was
called in by the Secretary of State and an inquiry will be
held in November this year
A number of parties have expressed interest in becoming
involved in the scheme through a joint venture route
In July 2008 contracts were exchanged for the acquisition
2008,
of 1-9 Church Row for £8 million with completion in
November 2009
31
33. Mixed-use assets
The Croydon Estate, Croydon
The planning consent for the Park Place development
project lapsed earlier this year
Minerva is currently concentrating on generating income in
the short to medium term from existing p p
g properties, by
, y
offering competitive terms
Minerva is able to turn its attention to the future
development opportunities without the legacy of the original
Park Place scheme
Croydon Council has launched its new “Imagine Croydon”
initiative as part of its drive for the regeneration of the town
centre
A master plan approach will focus the intensification of
development by significantly increasing the commercial and
residential fl
id ti l floor space i th t
in the town centre
t
Minerva, as one of the major landowners, welcomes the
opportunity to review the future of its own sites with
Croydon Council
32
35. Summary
Sound funding platform put in place
High quality property portfolio, located in London
Good progress on all developments under construction
Focus on leasing properties on ‘right’ terms into a recovering market with
limited supply
pp y
Inherent development pipeline for the future
34
37. Appendix
The Walbrook
The Walbrook is a high quality new office headquarters building in the heart of
The City of London. Funding has been secured for the redevelopment of this 1.6
acre prime freehold site and Minerva is on track to complete construction of this
new landmark building – comprising some 445,000 sq.ft. of office and retail
accommodation – in December 2009.
Internationally renowned architects Foster & Partners have designed the new
building with a principal entrance to the offices set for The Walbrook just south of
the Mansion House. The project, which comprises the redevelopment of three
existing Minerva properties – St.Swithin’s House, Granite House and Walbrook
House – is equidistant from Bank and Cannon Street stations.
The scheme will provide some 410,000 sq.ft. of air-conditioned offices
p q
incorporating trading floors. Retail and restaurant accommodation amounting to
35,000 sq.ft. will be located along the 50 metre Cannon Street frontage directly
opposite the main entrance to Cannon Street station.
The scheme includes:
• 410,000 sq.ft. of offices suitable for major occupier(s)
• Prime landmark status
• 35,000 sq.ft. of retail and restaurant accommodation directly opposite
Cannon Street station
• Excellent public transport facilities
p p
The new building will occupy virtually the entire side of a City street and is one of
largest sites in the central City area.
36
38. Appendix
St Botolphs
The St Botolphs project originally consisted of two buildings, St
Botolphs House and Ambassador House. The scheme stands
on an island site of 1.25 acres on the eastern side of the City of
London.
Two key planning consents were achieved for two office
buildings designed by internationally renowned architect
g g y y
Grimshaw. The first scheme comprised a 14 storey office
building of some 560,000 sq.ft. of office and retail
accommodation. Subsequently in 2004, a second planning
permission was achieved for a landmark tower amounting to
some 1 million sq.ft. of office and retail accommodation
sq ft accommodation.
Following extensive investigation it was concluded by the
Group to proceed with the 14 storey building, St Botolphs,
which will provide flexible modern accommodation.
The new building will offer regular floor plates, generally
averaging approximately 37,000 sq.ft. around a central atrium.
Finance was agreed for the redevelopment of the site to create
a new building subject to a p
g j pre-letting of p of the office
g part
accommodation. The pre-letting was achieved early in 2008
where some 84,000 sq.ft. was pre-let to Lockton International
at £45.00 per sq ft with an option for them to lease a further
40,000 sq.ft.
Construction of the scheme is well underway with practical
completion expected in the Summer of 2010.
37
39. Appendix
Lancaster Gate
The purchase of 75-89 Lancaster Gate, London W2 for £67.2 million was
made in July 2006
2006.
In July 2007, planning consent was achieved for 181,000 sq.ft. of residential
accommodation and subsequently altered to create 74 private residential
units and 11 affordable residential units. Construction commended in Autumn
2007 with an anticipated first phase of handover in December 2010
2010.
The first release of apartments were all taken up with contracts exchanged
for 27% of the scheme for in excess of £100 million of future revenue.
This prestigious project represents the longest contiguous terrace
overlooking H d P k and t
l ki Hyde Park d together with gardens, underground parking,
th ith d d d ki
fitness facilities and swimming pool will create a landmark residential scheme
in London’s West End.
A site and construction loan facility is in place.
Odeon Kensington
Minerva bought the Odeon Cinema in High Street Kensington, London W8, for
£24 million in 2005. This property is located opposite the f
illi i 2005 Thi t i l t d it th former
Commonwealth Institute and just south of Holland Park.
A planning permission was achieved for circa 100,000 sq.ft. of private
residential accommodation together with a basement car park, multi-screen
cinema and off site affordable housing
off-site housing.
A site loan facility is in place.
38
40. Appendix
Ram Brewery
The original development comprises three individual sites: The
Ram Brewery, Capital Studios and 20-30 Buckhold Road, London
SW18. The acquisition price for the sites totals £83.5 million. To
finance these acquisitions, a project loan facility has been put in
place.
A resolution to grant planning permission was granted in
December 2008 for a residential-led mixed-use scheme in excess
of 1 million sq.ft. of accommodation, comprising approximately
1,000 apartments and 200,000 sq.ft. of retail, restaurant and office
space.
p
The S106 is currently being negotiated.
The Secretary of State has recently called in Wandsworth
Councils decision to approve the scheme and an inquiry will be
held later this year
year.
Since 30 June 2008, contracts were exchanged to acquire 1-9
Church Row, adjacent to the Capital Studios site for £8 million.
39
41. Appendix
The Croydon Estate
Minerva’s Croydon Estate comprises approximately 6.1 Minerva is currently concentrating on generating income
acres essentially divided into two large land holdings within in the short to medium term from existing properties by
properties,
the town centre. The existing buildings comprise offering competitive terms. This flexible approach is
approximately 1 million sq ft of offices dating from the appealing to the current Croydon leasing market, is
1960’s and 1970’s, one of the UK’s largest department attracting incoming tenants and will contribute towards
stores, additional retail shops and leisure accommodation. the estate running costs.
Croydon Council has launched its new “Imagine Croydon”
initiative as part of its drive for the regeneration of the town
centre. This will form the initial consultation for the
emerging Local Development Framework (LDF), the first
stage of which i called th C
t f hi h is ll d the Core St t Strategy and which i
d hi h is
scheduled to be concluded by the end of 2010. This master
plan approach will provide the vision and development plans
for the intensification of the activities within the town centre
incorporating significant increases in the commercial and
p g g
residential population with high quality public realm and
enhanced transport facilities.
Minerva, as one of the major landowners, welcomes the
opportunity to review the future of its own sites with Croydon
Council. Any future developments will need to reflect the
changed economic climate for the viability and funding of
large town centre projects. This approach will assist to
focus attention on those opportunities which can be sold off
separately or developed with p
p y p partners in a more
manageable and phased way.
40
42. Important notice
p
This presentation may contain certain “forward-looking” statements. By their nature,
forward looking
forward-looking statements involve risk and uncertainty because they relate to future
events and circumstances. Actual outcomes and results may differ materially from any
outcomes or results expressed or implied by such forward-looking statements.
Any forward-looking statements made by or on behalf of Minerva speak only as of the
date they are made and no representation or warranty is g
y y given in relation to them,
including as to their completeness or accuracy or the basis on which they were
prepared. Minerva does not undertake to update forward-looking statements to reflect
any changes in Minerva’s expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is based.
Information contained in this presentation relating to the Company or its share price, or
the yield on its shares, should not be relied upon as an indicator of future performance.
Nothing in this presentation should be construed as a profit forecast.
With reference to any financial information which appears in this p
y pp presentation, p
, please
refer to the Preliminary Announcement released on 5 October 2009 for further details.
41