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Minerva plc
Preliminary results presentation
For the year ended 30 June 2009
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
Introduction and strategy
                       gy

 1
Salmaan Hasan
Chief Executive




                            2
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
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
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
Financial review

  2
Ivan Ezekiel
Finance Director




                   6
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
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
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
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
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
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
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
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.
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
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
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
Development review
      p

 3
Tim Garnham
Group Development Director




                             18
Development review
      p




                     The Croydon Estate




                                          19
City assets
   y




    St Botolphs



                  The Walbrook   20
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
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
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
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
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
High-end residential assets
  g




     Lancaster Gate




                      Odeon Kensington
                                         26
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
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
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
Mixed-use assets




   Ram Brewery     The Croydon Estate   30
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
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
Summary and outlook
      y

 4
Salmaan Hasan
Chief Executive




                      33
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
Appendix
 pp




           35
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
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
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
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
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
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

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Q3 2009 Earning Report of Minerva plc

  • 1. Minerva plc Preliminary results presentation For the year ended 30 June 2009
  • 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
  • 3. Introduction and strategy gy 1 Salmaan Hasan Chief Executive 2
  • 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
  • 7. Financial review 2 Ivan Ezekiel Finance Director 6
  • 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
  • 19. Development review p 3 Tim Garnham Group Development Director 18
  • 20. Development review p The Croydon Estate 19
  • 21. City assets y St Botolphs The Walbrook 20
  • 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
  • 27. High-end residential assets g Lancaster Gate Odeon Kensington 26
  • 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
  • 31. Mixed-use assets Ram Brewery The Croydon Estate 30
  • 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
  • 34. Summary and outlook y 4 Salmaan Hasan Chief Executive 33
  • 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