31 March 2011 Schroder Exempt Property Unit Trust ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS 31 March 2011 Schroders Exempt Property Unit Trust 31 Gresham Street, London EC2V 7QA www.schroders.com/seput www.schroderproperty.com Schroder Exempt Property Unit Trust Annual Report and Audited Financial Statements Schroder Exempt Property Unit Trust (“SEPUT” or the “Trust”) was established in 1971 as an open ended property unit trust under UK law. The investment objective of the Trust is to achieve a blend of income and capital growth for investors through investment in UK property. Risk is diversified by the Trust holding a mixed portfolio of retail, office, industrial and other property throughout the UK. The Trust may also hold land and undertake developments as well as use moderate levels of gearing from time to time. Front cover: Chiswick Park, London W4 Investment Objective and Policy The Trust seeks to provide a return of 0.5% per annum (net of fees) above its benchmark (Investment Property Databank UK Pooled Property Fund Indices – All Balanced Funds Median) over rolling three year periods. The Trust may be suitable for UK tax exempt pension funds and charities who wish to hold a direct property portfolio without the commitment of considerable trustee oversight and management expertise. The property in the Trust is professionally and actively managed by chartered surveyors employed by the Property Manager, Schroder Property Investment Management Limited. The Manager welcomes the opportunity to meet unitholders, potential unitholders and their advisers to explain more fully the strategy and progress of the Trust. Please see Manager Contacts on page 39. Schroder Exempt Property Unit Trust Schroder Property Investment Management Limited 31 Gresham Street London EC2V 7QA Tel: +44 (0)20 7658 6000 Further information can be found on the website www.schroders.com/seput www.schroders.com/seput www.schroders.com/seput Contents REPORTS 02 05 06 09 10 11 13 14 15 FINANCIAL STATEMENTS 17 18 19 20 21 34 35 38 Trust Analysis Chairman’s Statement Manager’s Statement Rent Reviews, Lettings and Lease Renewals Purchases and Sales Portfolio Details Responsibilities of the Manager, Trustee and Supervisory Board Independent Valuer’s Report Independent Auditor’s Report Statement of Net Assets Income and Expenditure Account Statement of Total Recognised Gains and Losses Cash Flow Statement Notes to the Financial Statements Supervisory Board and Key Service Providers Additional Unitholder Information General Meeting and General Information 01 Trust Analysis Size and Net Asset Value per Unit During the year the Net Asset Value (NAV) of the Trust increased by £84.3 million, to £1,236.1 million at 31 March 2011 from £1,151.8 million at 31 March 2010. The Trust’s NAV per unit was £32.01 at 31 March 2011, compared to £30.30 at 31 March 2010, an increase of 5.6%. Active Management Over the twelve months to 31 March 2011, 30 rent reviews were settled at an average of 8.1% above the passing rent, and 4.7% above estimated rental value. 40 lettings were completed over the last twelve months, contracting an additional £2.9 million of income. Total Returns Performance % to 31 March 2011 10.2 8.9 9.1 1 year (% per annum) –5.8 –2.4 –3.9 3 years -3.1 -0.6 -1.6 5 years 4.2 6.1 5.5 10 years -35 -30 -25 -20 -15 -10 -5 0 5 10 15 20 25 30 35 25 30 35 Twelve month performance % to 31 March 2011 10.2 8.9 9.1 2011 8.7 13.2 11.7 2010 2009 –30.4 –26.2 –27.1 –13.9 –11.5 –11.1 2008 18.7 16.7 16.6 2007 -35 Trust -30 -25 -20 -15 Benchmark* -10 -5 0 5 10 15 20 IPD UK Pooled Property Fund Indices - All Balanced Funds Index Weighted Average Source: Investment Property Databank (IPD) UK Pooled Property Fund Indices. Performance is calculated on a Net Asset Value (NAV) to NAV price basis plus income distributions accrued for the relevant periods, compounded monthly, net of fees and based on an unrounded NAV per unit. * Benchmark shown is the IPD UK Pooled Property Fund Indices – All Balanced Funds Index Median. The Trust benchmark has changed over time and a composite for 10 years is available upon request. The Weighted Average is shown for illustration purposes and is used for detailed analysis of the Trust’s property portfolio as the Median does not provide appropriate detail. 02 Schroder Exempt Property Unit Trust Annual Report and Audited Financial Statements 31 March 2011 Portfolio by Sector At 31 March 2011 Overweight/underweight relative to benchmark* Absolute Segment SEPUT -1.3% -5.5% -4.3% 0.0% 2.3% 2.9% 0.2% 9.4% -6.0% -0.8% 3.2% -8 -6 -4 -2 0 Underweight 2 4 8 6 10 Benchmark* Standard Retail – South East 5.6 6.9 Standard Retail – Rest of UK 2.6 8.2 Shopping Centres 1.9 6.2 Retail Warehouses 19.6 19.6 Offices – Central London 16.5 14.2 Offices – South East 11.0 8.2 Offices – Rest of UK 6.0 5.8 Industrial – South East 18.0 8.6 Industrial – Rest of UK 1.3 7.4 Other 7.7 8.6 Cash 9.6 6.4 12 Overweight Source: IPD and Schroders, 31 March 2011 * Positions relative to IPD UK Pooled Property Fund Indices – All Balanced Funds Weighted Average. The weighted average has been used as this level of information is not available in the median. Relative positions are measured on a GAV (Gross Asset Value) basis. Data may be subject to rounding. Portfolio Structure March 2011, % NAV* Portfolio Structure March 2010, % NAV* At 31 March 2011 10.0% 5.8%** Gearing (% NAV)* 23.4% 6.9% 16.3% Average unexpired lease length 7.6 years 7.9 years NAV* 13.4% 70.8% Directly owned assets and cash 14.9% Joint ventures At 31 March 2010 £1,236.1m £1,151.8m 61.7% Indirect assets** Source: Schroders 31 March 2011 * NAV: net asset value. ** Following the end of the financial year, 100% ownership of Schroder Emerging Retail Property Unit Trust was secured. At this point the 10 underlying assets effectively became directly owned. 03 Top Ten Holdings 31 March 2011 Holdings Schroder Emerging Retail Property Unit Trust (SERPUT)** Bracknell Monks Cross Shopping Park, York Acorn Industrial Estate, Crayford Matrix, Park Royal, London NW10 Hercules Unit Trust Fujitsu Office Complex, Central Park, Manchester Parker Tower, London Mermaid Quay, Cardiff St William House, Cardiff Sector % NAV* Standard Retail Retail and Office Retail Warehouse Industrial Industrial Retail Warehouse Office Office Leisure Office 5.8 4.8 4.1 3.9 3.7 3.5 3.3 3.3 3.2 3.0 Source: Schroders, 31 March 2011 * NAV: net asset value ** Following the end of the financial year, 100% ownership of Schroder Emerging Retail Property Unit Trust was secured. At this point the 10 underlying assets effectively became directly owned. Top Ten Tenants 31 March 2011 Tenant % Contracted Rent Fujitsu Services Limited QVC British Telecommunications plc Lloyds TSB Bank plc Exel Ltd B&Q plc Sportsdirect.com Retail Limited Homebase DSG Retail Limited Cable & Wireless UK All other tenants 4.1 3.7 3.5 3.0 2.9 2.1 2.0 1.7 1.5 1.5 74.0 Source: Schroders, 31 March 2011 Void Profile At 31 March 2011 SEPUT (%) IPD (%)1 Void rate (as a % of estimated rental value of total portfolio excluding developments) At 31 March 2010 6.7 8.0 Void rate (as a % of estimated rental value of total portfolio excluding developments) 8.5 8.2 Source: Schroders, IPD, 31 March 2011 1 IPD UK Pooled Property Funds weighted average. 04 Schroder Exempt Property Unit Trust Annual Report and Audited Financial Statements 31 March 2011 Chairman’s Statement Overview After the sharp fall in yields during late 2009/early 2010, the UK property market stabilised in the second half of the period under review. The Trust has outperformed its benchmark as the market recovered from its lows and over the twelve months to 31 March 2011. While the property investment market has seen continued interest over the last twelve months, with both institutional and retail property funds recording strong net inflows, the occupational market remains challenging. The improvement in the economy and limited new supply coming to the market has led to a slight fall in the level of voids, but they remain above typical equilibrium levels. The exception remains central London offices and retail which have seen a sustained fall in vacancy levels and recorded rental growth thanks to the buoyancy of global financial and business services and international tourism. Net Asset Value and Performance I am pleased to report that over the twelve months to 31 March 2011 the Net Asset Value (NAV) of the Trust has increased by £84.3 million to £1,236 million, from £1,152 million at 31 March 2010. The NAV per unit increased during the twelve month period from £30.30 to £32.01. The Trust outperformed its benchmark over the same period, with a total return of 10.2% versus the benchmark return of 8.9% (source: IPD). This continues the Trust’s outperformance since the market trough in June 2009, despite the transaction costs associated with repositioning the portfolio. Investment and Borrowing Guidelines The Supervisory Board is responsible for ensuring that the Manager operates within the agreed investment and borrowing guidelines. The guidelines have been set in order to protect the interests of unitholders and are reviewed on a regular basis. The guidelines were monitored and maintained during the period under review. The Manager would be pleased to provide details of the guidelines to unitholders on request. Gearing Two years ago the Manager confirmed a revised strategy of reducing exposure to indirectly owned assets in favour of direct holdings. Gearing within the Trust is entirely in these indirect holdings. The Supervisory Board limits the overall gearing to 25.0% of the NAV. At 31 March 2011, gearing stood at 6.9% of NAV, down from 16.3% a year before. The current level of gearing is the lowest since 2001 and is now close to benchmark levels. The chart below illustrates the recent movement in gearing for the Trust. Governance The Supervisory Board is satisfied that the Trust has been managed in accordance with the Trust Deed and agreed guidelines and with due regard to sound governance practice. There has been no change to the membership of the Supervisory Board. Outlook The Supervisory Board remains supportive of the management team and its strategy for the Trust. The Manager’s strategy of repositioning the portfolio to reduce risk into an improving investment market is now largely complete. The reinvestment of the proceeds of sale from generally low yielding assets into good quality direct property has improved the risk profile of the Trust. While challenges remain in the UK economy, we believe the Trust’s structure and its management should allow unitholders to look forward to a continuation of the improved relative returns in the year ahead. James A. Scott Chairman Schroder Exempt Property Unit Trust Supervisory Board 15 June 2011 Historical Gearing (as % NAV) 30 25 20 15 Units in Issue and Secondary Market At 31 March 2011 the Trust had a total of 38,617,538 units in issue, an increase of 604,108 on a year earlier. During the year a total of 617,948 new units were issued, while 13,840 units were redeemed. 10 5 0 March-01 March-02 March-03 March-04 March-05 March-06 March-07 March-08 March-09 March-10 March-11 Source: Schroders 31 March 2011 The secondary market was active with units valued at £64.9 million traded between investors over the twelve month period. This represents 5.4% of the units in issue at the end of the period. 05 Manager’s Statement Performance The Trust outperformed its benchmark over the twelve months to 31 March 2011 as shown on page 2. It is particularly pleasing to report this above benchmark performance over a period when we have repositioned the portfolio in line with the strategy we have articulated in previous reports. The chart below shows Trust performance relative to its benchmark over rolling twelve month periods. It also shows improved consistency of returns quarter on quarter. The Trust’s underperformance over its three year performance measurement period continues to be a disappointment, although we hope to report better news this time next year. – Indirectly owned assets investing in central London offices produced notably strong performances. West End of London Property Unit Trust (WELPUT) and Chiswick Property Unit Trust (ChisPUT) were the top performers, rising in value by 23.4% and 67.2% respectively. The holding in ChisPUT was sold in March 2011, whilst half of the holding in WELPUT was sold. These sales were in line with strategy to reduce indirect holdings. – Several non-income producing sites were sold at premiums to prior valuations. Maritime Industrial Estate, Charlton SE7 reflected the marriage value to the purchaser which owns the adjacent site. Again, this was in line with strategy. We hope to dispose of other such non-income generating assets in the coming year. – Units in Hercules Unit Trust, a specialist retail warehouse fund, were sold at a discount to NAV and this detracted from the total return for this investment. Again this sale was in line with our strategy of reducing risk, and the discount was considered alongside the premium pricing received on other disposals, to allow the Trust to achieve overall outperformance. – In aggregate, the directly held assets performed in line with the benchmark. However, of the directly held income producing assets, 68 Lombard Street, London EC3 was the largest detractor from relative returns. This was owing to the impact on its valuation of the lease renewal with the tenant, Regus, whereby the lease was extended to 2025, but at a reduced rent until 2015. This highlights the challenges facing landlords in a difficult economic environment. The main contributors to performance relative to benchmark over the past twelve months were as follows: – The Trust’s sector positioning added 0.5% to relative returns. The most important decision was to be overweight to central London offices and underweight to retail. These positions were gradually moderated relative to the benchmark over the period and this has continued into the new financial year. Rolling twelve month fund and benchmark returns with relative quarterly returns Total return % 30 Repositioning strategy executed as liquidity returned 20 10 0 -10 -20 -30 Relative return per quarter 12 mth SEPUT 12 mth IPD All Balanced Funds median Source: Schroders 31 March 2011 06 Schroder Exempt Property Unit Trust Annual Report and Audited Financial Statements 31 March 2011 Mar 11 Dec 10 Sep 10 Jun 10 Mar 10 Dec 09 Sep 09 Jun 09 Mar 09 Dec 08 Sep 08 Jun 08 Mar 08 Dec 07 Sep 07 Jun 07 Mar 07 Dec 06 Sep 06 Jun 06 -40 UK Property Market Review and Outlook The one main sector of the UK commercial property market that has seen rental growth in the past year has been central London offices. This reflects strong demand from international financial and business service companies. Outside central London, tenant demand is still generally tepid, vacancy rates are above equilibrium levels and it appears that rents have not yet bottomed out. On the high street, for example, many long established multiple retailers are being squeezed by a combination of sluggish consumer spending, rising commodity prices, the rapid growth of online sales and the expansion of supermarkets into clothing and other non-food items. There is therefore a significant risk that 2011 will see a new round of store closures and insolvencies and that the fall in vacancy rates seen in the retail sector in 2010 will go into reverse. Despite this, the rental income on property portfolios has held up remarkably well. According to Investment Property Databank total net rental income has only declined by 1.2% since its peak in 2008, highlighting the extent to which the upward only rent review clause on existing leases protects landlords against falls in open market rental values. After a sharp fall in late 2009/early 2010, the all property initial yield modestly declined from 6.7% at the beginning of the period, as we expected last year. Over the past six months, however, yields have stabilised at around 6.4% (source: IPD). In keeping with the economy, the last two years have seen a steady improvement in liquidity. In total there were 1,900 commercial property transactions in 2010, mid-way between the record set in 2006 (2,500 transactions) and the trough reached in 2008 when half the number of properties were transacted (source: Property Data). Foreign investors and UK institutions have been the major buyers in recent quarters, while the major sellers have been private property companies seeking to reduce gearing. There have been relatively few distressed sales, despite the large number of problem loans still held by the banks. Strategy Our strategy of repositioning the portfolio was largely completed over the year and in the last eighteen months we have successfully: – Reduced exposure to indirectly owned assets and gearing levels. After the year end the Trust bought the remaining units in the Schroder Emerging Retail Property Unit Trust, taking effective control of the portfolio and thereby further reducing exposure to indirect assets to 10.0% from 23.4% at the beginning of the year. Gearing reduced to 6.9% from 16.3% of NAV over the same period. – Improved the quality and duration of income through the reinvestment of proceeds from the sale of low yielding indirectly owned assets into directly held assets with stable income streams from good covenants. – Sold non-income producing assets and possible development sites at above prior valuations. The majority of the portfolio is now invested in stable income producing direct property. Our strategy is to balance income levels and security with selected opportunities to meet the Trust's performance objective. Looking ahead, we seek to: – Ensure the Trust has a diversified, secure and good quality income stream. With income expected to be the principal driver of property returns over the coming years, this will be important for providing more consistent returns. – Source, select and analyse new opportunities carefully, using our property research capabilities and extensive market contacts to identify the most appropriate properties in the context of the Trust’s existing property portfolio. – Execute business plans for all assets in the portfolio, determining how and when we expect to generate value from each asset. 07 Manager’s Statement (continued) Portfolio Activity Transactions over the period have continued with the strategy of reducing exposure to indirectly owned assets, improving the quality and duration of income, and selling existing development opportunities. The completion of various sales towards the end of the period led to a temporarily higher cash weighting than the benchmark. In the short term this may create a minor drag on returns, but allows us to take advantage of opportunities as they arise. Since year end, a portfolio of car showrooms has been added to the portfolio at a cost of £25 million with an income yield of over 7.0% and capped RPI uplifts. The full list of purchases and sales is detailed on page 10. Purchases included: Tower Industrial Estate, Crayford, London A parade of five industrial units, the estate was bought at an initial yield of 7.2% and is adjacent to the Trust’s existing holding, the Acorn Industrial Estate. In time, the enlarged site provides the potential for better configuration of units and improved access. QVC Building (Building 8), Chiswick Park, London The site was bought from Chiswick Park Unit Trust (ChisPUT) with a pre-let signed with QVC for a term of 21 years and a construction contract in place. On completion the building provides 124,000 sq ft of modern office accommodation and £5.1 million of development profit for the Trust. The building has already reached practical completion and the occupier is currently fitting out. An agreement allows ChisPUT to buy back the QVC Building before July 2013 at a price which would crystallise a further 10.5% profit. Hall Road Retail Park, Norwich With a net initial yield of 6.6%, these two terraces of units are let to mostly lower risk covenants with an average unexpired lease length of 13 years. Planning permission is in place for an additional 60,000 sq ft of future development. No value was attributed to the planning consent at the price paid and as such can be viewed as genuine upside potential. Schroder Emerging Retail Property Unit Trust (SERPUT) The Trust increased its holding in the SERPUT to over 99.8% from 68.4% at 31 March 2010. 100.0% ownership of the Trust was secured following the year end. The acquisition of SERPUT effectively brings a total of ten direct 08 retail properties into the portfolio with an initial yield of approximately 7.0%. Sales included: Maritime Industrial Estate, Charlton, London & 403-433 Woolwich Road/ 1 Gallions Road, Charlton, London These properties were largely vacant with plans drawn to redevelop the site whilst the Woolwich Road site was an adjacent retail warehouse unit. This was sold to an owner of an adjacent retail warehouse site, at a price significantly above valuation reflecting the marriage value between the two ownerships. 97 Oxford Road, Uxbridge A vacant office building, with planning permission in place for a 70,000 sq ft redevelopment, was sold at significantly above its previous valuation. The sale was in line with the Trust’s current policy of not undertaking speculative development, and reducing holdings of non-income producing assets. Monks Cross Retail Park, York Part of the Trust’s holding was sold to a new (fourth) joint venture partner which allows the Trust to reduce stock specific risk and realise a valuation uplift. The Trust remains committed to this investment. Chiswick Park Unit Trust (ChisPUT) A total of £56.4 million was received from the sale of ChisPUT in March 2011. In the last year of its ownership, the total return of ChisPUT was 67.2%. This was driven by significant letting activity, valuation improvement and enhanced by Trust gearing. Other Indirect Assets During the period the sale of indirect assets had been progressed significantly reducing the risk and gearing profiles within the portfolio. £37.0 million of units in the West End London Property Unit Trust (WELPUT) and £27.0 million units in the Hercules Unit Trust (HUT) were sold during the period. In addition, the entire holding in AH Medical plc, a listed property company, was sold for £6.1 million. Asset Management Activities The role which assets like the Bracknell Regeneration project and Croydon Gateway Site have performed in the portfolio should also be regarded in a more optimistic light now that the overall risk profile of the Trust has been reduced. Schroder Exempt Property Unit Trust Annual Report and Audited Financial Statements 31 March 2011 Croydon Gateway, representing just 2.0% of NAV, is subject to a revised planning application due for decision in the third quarter of 2011. The application reconfirms a master plan for approximately 1 million sq ft of office accommodation and approximately 500 residential units, based around a major proposed upgrade of East Croydon station. At a time when West End rents are approaching £100 psf once again, the attractions of this deliverable scheme, just 15 minutes from Victoria are becoming more obvious to a growing number of occupiers. The existing shopping centre in Bracknell, representing 4.8% of NAV, continues to provide a gross income return of over 6.0% whilst plans for the significant regeneration of other parts of the town in the Trust’s ownership are finalised. This year, the major letting of a 35,000 sq ft supermarket to Waitrose as part of the town centre was a major milestone for the proposed scheme not only in terms of our intent, but more importantly in terms of a mark of the quality of retailing environment we (and Legal & General our JV partner) are seeking to create. While further phases will be dependent on occupier demand, the stronger retailers seeking to secure a pipeline of future store openings in affluent South East locations have responded positively to the announcement that Waitrose are due to open in November 2011. Summary Our strategy of repositioning the Trust is now largely complete, with a reduction in the levels of indirect assets, gearing and risk within the portfolio. Uncertainties remain over the outlook for the UK economy and our central view is that all property total returns in 2011 will be close to the rate of income return of 6.0%. However, sub-sectors of the market are likely to provide some deviation from the average. Total returns for central London offices could reach double figures, reflecting an increase in capital values as rental growth continues. In contrast, high street retail and provincial office and industrials are more likely to produce a total return of 3-4%, as open market rents and capital values remain weak. I D Mason Fund Manager 15 June 2011 Rent Reviews, Lettings and Lease Renewals During the year ended 31 March 2011 Rent Reviews In the directly held portfolio 30 rent reviews were settled over the year, adding an additional £260,000 to rental income per annum. This reflects an uplift of 8.1% on the old rent and was 4.7% above the estimated rental value (ERV) defined as being the Trust’s valuer’s opinion as to the open market rent which, on the date of valuation, could be reasonably expected to be obtained on a new letting or rent review of the property (Source: Schroders, 31 March 2011). Notable rent reviews Old Rent (per annum) New Rent (per annum) ERV (per annum) Cineworld 368,600 427,308 368,600 Cardiff Bay Retail Park Sportsdirect.com 138,750 164,934 142,900 Mermaid Quay, Cardiff Pizza Express 76,500 109,000 92,700 Property Tenant West India Quay Source: Schroders, 31 March 2011 New Lettings In the directly held portfolio 40 new lettings were completed adding £2.9 million per annum to the rent roll (Source: Schroders, 31 March 2011). Notable new lettings Old Rent (per annum) New Rent (per annum) ERV (per annum) Lego Company Ltd n/a 167,486 109,200 ADM Promotions UK Ltd n/a 167,375 169,100 Hennes & Mauritz UK Ltd n/a 176,960 176,960 Property Tenant Capital Point, Slough Kensington Village, London W14 Monks Cross Retail Park, York Source: Schroders, 31 March 2011 Lease Renewals In the directly held portfolio 15 leases were renewed totalling £813,511 per annum, approximately 2.5% below estimated rental values (Source: Schroders, 31 March 2011). 09 Purchases and Sales During the year ended 31 March 2011 Purchases Name Sector Type Lot size Tower Industrial Estate, Crayford, London (part purchase) QVC, Building 8 Chiswick Park, London Hall Road Retail Park, Norwich Schroder Emerging Retail Property Unit Trust (SERPUT) (part purchase) Industrial Rest of UK Offices Retail Warehouse Direct Direct Direct Under £10m Under £10m Over £25m Standard Retail Direct Between £10m and £25m Total £82.2 million Sales Name Sector Type Lot size Chiswick Property Unit Trust (ChisPUT) West End of London Property Unit Trust (WELPUT) (part sale) Hercules Unit Trust (HUT) (part sale) Monks Cross Retail Park, York (part sale) Maritime Industrial Estate, Charlton, London SE7 403/433 Woolwich Road, Charlton, London SE7 AH Medical plc 97 Oxford Road, Uxbridge Residential Property Unit Trust (ResPUT) Rest of UK Offices Central London Offices Retail Warehouse Retail Warehouse Industrial Retail Warehouse Other Rest of UK Offices Other Indirect Indirect Indirect JV Direct Direct Indirect Direct Indirect Over £25m Over £25m Over £25m Between £10m and £25m Between £10m and £25m Under £10m Under £10m Under £10m Under £10m Total £170.0 million Source: Schroders, 31 March 2011 10 Schroder Exempt Property Unit Trust Annual Report and Audited Financial Statements 31 March 2011 Portfolio Details At 31 March 2011 Portfolio Holdings Name Lot size Type Schroder Emerging Retail Property Unit Trust (SERPUT) Over £25m Indirect 235-240 High Street, Exeter Between £5m and £10m Direct Cardiff Bay Retail Park, Cardiff Over £25m JV Hall Road Retail Park, Norwich Over £25m Direct Hercules Unit Trust (HUT) Over £25m Indirect Monks Cross Retail Park, York Over £25m JV Hythe Riverside Park, Colchester Between £10m and £25m Direct Henderson UK Retail Warehouse Fund (HRWF) Between £10m and £25m Indirect Interchange Retail Park, Ipswich Between £10m and £25m Direct Hercules Unit Trust (HUT) – 10% Convertible Bond Between £5m and £10m Indirect Over £25m JV Parker Tower, London WC2 Over £25m Direct Kensington Village, London W14 Over £25m Direct West End of London Property Unit Trust (WELPUT) Over £25m Indirect Palace House, 3 Cathedral Street, London SE1 Between £10m and £25m Direct 81-82 Dean Street, London W1 Between £10m and £25m Direct 68 Lombard Street, London EC3 Between £10m and £25m Direct Moorgate, London EC2 Between £10m and £25m Direct Mark Lane, London EC3 Between £10m and £25m Direct 4-7 Chiswell Street, London EC1 Between £10m and £25m Direct 11/12 Appold Street, London EC2 Between £5m and £10m Direct Fujitsu Office Complex, Central Park, Manchester Over £25m Direct St William House, Cardiff Over £25m Direct QVC, Building 8 Chiswick Park, London W4 Between £10m and £25m Direct Bracknell Beeches, Bracknell Between £10m and £25m Direct Gateway Site, Croydon Between £10m and £25m Direct AMP House, Croydon Between £10m and £25m Direct New Century Place, Reading Between £5m and £10m Direct Capital Point, Slough Between £5m and £10m Direct Europa House, Bath Road, Cranford Under £5m Direct Eagle House Limited, Bracknell Under £5m JV Standard Retail Retail Warehouse Retail and Office Bracknell Property Unit Trust (BPUT) Central London Offices Rest of UK Offices 11 Portfolio Details (continued) Name Lot size Type Matrix, Park Royal, London NW10 Over £25m Direct Acorn Industrial Estate, Crayford Over £25m Direct Electra, Canning Town, London E16 Over £25m Direct Felnex Trading Estate, Hackbridge Over £25m Direct Woking Business Park, Woking Between £10m and £25m Direct Chiltern Park, Units A-D, Dunstable Between £10m and £25m Direct Albany Park, Frimley Between £10m and £25m Direct Rockware Avenue, Greenford Between £10m and £25m Direct Deykin Avenue, Birmingham Between £10m and £25m Direct Quadrant Park, Welwyn Garden City Between £10m and £25m Direct The Arenson Centre, Dunstable Between £5m and £10m Direct Livingston Limefields Under £5m Direct Teesland iDG Sutton Unit Trust (TiDGSUT) Under £5m JV Alexandra Court, James Street, York Under £5m Direct Greenford, Land Under £5m Direct Walkmill Lane, Cannock Under £5m Direct Livingston Land Under £5m Direct Mermaid Quay, Cardiff Over £25m Direct West India Quay Unit Trust (WIQUT) Over £25m JV UNITE UK Student Accommodation Fund (UNITE) Between £10m and £25m Indirect Gresham Property Partners LP (Gresham) Under £5m Indirect Jacksons Landing, Hartlepool Under £5m Direct Industrial Other 12 Schroder Exempt Property Unit Trust Annual Report and Audited Financial Statements 31 March 2011 Responsibilities of the Manager, Trustee and Supervisory Board Manager’s and Trustee’s Supervisory Board’s Responsibilities for the Responsibilities Financial Statements for the Financial The Trust Deed requires the Manager to prepare Statements Financial Statements for each financial year detailing the state of affairs of the Trust as at the end of the financial year and its income or loss for the financial year. The Manager is responsible for keeping proper accounting records and, along with the Property Manager, for taking reasonable steps to safeguard the assets of the Trust and to prevent and detect fraud and other irregularities. The Trustee is required to hold the underlying property of the Trust for the unitholders and is responsible for the safe custody of that property and any documentation relating to it. The Supervisory Board is responsible for approving, on the Audit Committee’s recommendation, the Financial Statements prepared for each financial year and half year, including the content and the accounting policies adopted, and for reporting any corporate governance issues relating to the Trust or other matters in connection with the Financial Statements. The Manager confirms that suitable accounting policies and appropriate accounting standards have been used and applied consistently and reasonable and prudent judgements and estimates have been made in the preparation of the Financial Statements. The Manager also confirms that the Financial Statements have been prepared on the going concern basis. 13 Independent Valuer’s Report To the Unitholders of Schroder Exempt Property Unit Trust As independent valuer for the Trust, we have valued properties held by the Trust at 31 March 2011 in accordance with The Royal Institution of Chartered Surveyors and International Valuation Standards (RICS). The Manager has been provided with a full valuation certificate and report. The properties have been valued on the basis of Market Value as defined by the RICS Valuation Standards subject to existing leases. Details of the nature and extent of the properties, the tenure and tenancies, permitted uses, town planning consents and related matters, have been supplied by the Property Manager, Schroder Property Investment Management Limited (SPrIM). The majority of the properties form the subject of detailed reports from ourselves. We have seen copies of all the leases but we have not examined the title documents and we have therefore assumed that the Trust’s interests are not subject to any onerous restrictions, to the payment of any unusual outgoings or to any charges, easements or rights of way, other than those to which we have referred in our reports. We rely upon the Property Manager to keep us advised of any changes that may occur in the investments. We are not instructed to carry out structural surveys nor test any of the service installations. Our valuations therefore have regard only to the general condition of the properties evident from our inspections. We have assumed that no materials have been used in the buildings which are deleterious, hazardous or likely to cause structural defects. We are not instructed to carry out investigations into pollution hazards which might affect the properties and our valuations assume the properties are not adversely affected by any form of pollution. 14 Schroder Exempt Property Unit Trust Annual Report and Audited Financial Statements 31 March 2011 In our opinion the aggregate of the market values of the 38 properties owned by the Trust at 31 March 2011 is £643.87 million. This figure represents the aggregate of the values attributable to the individual properties and should not be regarded as a valuation of the portfolio as a whole in the context of a sale as a single lot. In the case of the properties in the course of development, our valuations reflect the stage reached in construction and the costs already incurred at the date of valuation. We have had regard to the contractual liabilities of the parties involved in the developments and any cost estimates which have been prepared by professional advisers. No allowance is made in our valuations for the costs of realisation, any liability for tax which might arise on the event of disposal or for any mortgage or similar financial encumbrance over the property. Our valuations exclude VAT. BNP Paribas Real Estate 31 March 2011 Independent Auditor’s Report To the Unitholders of Schroder Exempt Property Unit Trust We have audited the financial statements of the Schroder Exempt Property Unit Trust (“the trust”) for the year ended 31 March 2011 which comprise the Statement of Net Assets, the Income and Expenditure Account, the Statement of Total Recognised Gains and Losses, the Cash Flow Statement and the related notes. These financial statements have been prepared under the accounting policies set out therein. Respective responsibilities of the Manager, Trustees and Auditors The Manager’s responsibilities for preparing the annual report and financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the statement of Manager’s responsibilities. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland). This report, including the opinion, has been prepared for and only for the Trust’s unitholders as a body in accordance with the Trust Instrument and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Trust Instrument. We also report to you if, in our opinion, proper accounting records for the Trust have not been kept or if the financial statements are not in agreement with those records, if we have not received all the information and explanations we require for our audit, or if the information given in the Manager’s report is not consistent with the financial statements. We read the other information contained in the annual report and consider whether it is consistent with the audited financial statements. This other information comprises only the Trust Analysis, Chairman’s Statement, Manager’s Statement, Rent Reviews, Lettings and Lease Renewals, Purchases and Sales, Portfolio Details, Responsibilities of the Manager, Trustee and Supervisory Board, Independent Valuers Report, Supervisory Board and Key Service Providers, Additional Unitholder Information, General Meeting and General Information. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements. Our responsibilities do not extend to any other information. Basis of audit opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the Manager in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Fund’s circumstances, consistently applied and adequately disclosed. Opinion In our opinion the financial statements: – give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state of affairs of the Trust as at 31 March 2011 and of the net income, the total recognised gains, and cash flows for the year then ended; and – have been properly prepared in accordance with the Trust Instrument. PricewaterhouseCoopers LLP Chartered Accountants London 15 June 2011 We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. 15 Financial Statements 31 MARCH 2011 16 17 18 19 20 21 Statement of Net Assets Income and Expenditure Account Statement of Total Recognised Gains and Losses Cash Flow Statement Notes to the Financial Statements Schroder Exempt Property Unit Trust Annual Report and Audited Financial Statements 31 March 2011 Statement of Net Assets At 31 March 2011 £’000 2010 £’000 493,374 108,954 470,153 102,973 2(a) 602,328 573,126 39,800 15,200 2(b) 39,800 15,200 2 642,128 588,326 – 6,476 4 9,462 9,462 5(b) 457,801 1,109,391 506,350 1,110,614 6 16 23,995 133,655 157,650 1,267,041 18,190 51,346 69,536 1,180,150 8 13 12(a) 19,861 6,920 4,134 30,915 19,321 6,371 2,652 28,344 9 1,236,126 1,151,806 £32.01 £30.30 Notes Fixed assets Investment property Freehold property Leasehold property Development property Sites in the course of development at valuation: Freehold property Total valuation of investment and development property Investment in property equities Investment in subordinated convertible notes Property related investments Total fixed assets Current assets Debtors Cash at bank and on deposit Total current assets Total assets Current liabilities Creditors Taxation Distributions payable Total current liabilities Net assets attributable to unitholders Net asset value per unit The Financial Statements on pages 17 to 33 were approved by the Manager, Schroder Property Investment Management Limited, and the Supervisory Board on 15 June 2011 and signed on their behalf by: W A Hill, Director On behalf of the Manager J A Scott, Chairman On behalf of the Supervisory Board The notes on pages 21 to 33 form part of these Financial Statements. The Independent Valuer’s Report is shown on page 14. The Independent Auditor’s Report is shown on page 15. 17 Income and Expenditure Account For the year ended 31 March 2011 £’000 2010 £’000 38,392 82 5,641 9,241 36,259 196 6,098 9,312 Net rental income 34,874 33,241 Income from property related investments 20,901 23,379 946 275 803 143 268 238 660 30 57,381 56,925 Notes Rents receivable Other income Service charge income Less: property expenses 1(f) 1(f) 11 Income from subordinated convertible notes Interest receivable on bank deposits Less: finance costs: interest payable 1(h) 12(c) Net interest income Net income before tax Less: income tax 13(a)(i) 11,476 11,385 45,905 45,540 127 197 6,331 216 90 12 271 145 186 4,896 140 85 68 286 7,244 5,806 12(a) 38,661 (41,479) 39,734 (42,182)) 14 (2,818) (2,448) Net income after tax Less: Management expenses Supervisory Board remuneration Trustee fee Management fees Valuation fee Audit fee Printing and stationery Legal and professional fees and other charges 18(a) 18(b) Total management expenses Net income available for distribution Finance costs: distributions Retained deficit for the year There is no difference between the net income available for distribution as stated above and its historical cost equivalent. All items dealt with in arriving at the net income available for distribution relate to continuing operations. The notes on pages 21 to 33 form part of these Financial Statements. The Independent Valuer’s Report is shown on page 14. The Independent Auditor’s Report is shown on page 15. 18 Schroder Exempt Property Unit Trust Annual Report and Audited Financial Statements 31 March 2011 Statement of Total Recognised Gains and Losses For the year ended 31 March Notes 2011 £’000 2010 £’000 14 14 14 9,305 32,063 (410) 863 1,591 – 14 14 14 14 18,853 5,538 2,563 – 28,660 787 (323) 3,429 67,912 38,661 35,007 39,734 106,573 74,741 Realised profit/(loss) on: Investment property sold Property related investments sold Property equities sold Movement in revaluation reserve for retained: Investment property Sites in the course of development Property related investments Property equities Capital surplus for the year Net income available for distribution Total recognised gains The notes on pages 21 to 33 form part of these Financial Statements. The Independent Valuer’s Report is shown on page 14. The Independent Auditor’s Report is shown on page 15. 19 Cash Flow Statement For the year ended 31 March Net cash inflow from operating activities Returns on investment and servicing of finance Interest received Interest paid Distributions paid Notes 2011 £’000 2010 £’000 15 44,212 49,917 12(c) 786 (143) (39,998) ––––––– Tax paid 160 (238) (43,030) ––––––– (39,355) (43,108) (10,835) (8,231) Capital expenditure and financial investment Sale of investment property: Freehold Leasehold 40,429 – 55,917 9,185 Purchase of investment property: Freehold (34,312) (133,153) (6,985) – (40,936) 123,541 (10,128) 37,113 6,071 – – (9,462) (18,747) ––––––– (3,166) ––––––– Purchase of development property: Freehold Property related investments: Purchases Sales Property equities: Sales Subordinated convertible notes: Purchase Other capital expenditure 69,061 ––––––– 63,083 Cash inflow before financing Financing Issue of units Units redeemed Loans repaid Increase in cash 10 10 7 19,657 (431) – ––––––– 16 The notes on pages 21 to 33 form part of these Financial Statements. The Independent Valuer’s Report is shown on page 14. The Independent Auditor’s Report is shown on page 15. 20 Schroder Exempt Property Unit Trust Annual Report and Audited Financial Statements 31 March 2011 (53,694) ––––––– (55,116) 105,133 (7,143) (5,000) ––––––– 19,226 ––––––– 82,309 ––––––– 92,990 ––––––– 37,874 ––––––– Notes to the Financial Statements 1. Accounting policies The Financial Statements have been prepared in accordance with the historical cost convention, as modified by the revaluation of property fixed assets, property related investments and property equities, as explained in notes 1(a), 1(b) and 1(d) below, and in accordance with applicable United Kingdom Accounting Standards and the Trust Deed. In accordance with Financial Reporting Standard (FRS) 18, the Trust’s accounting policies are reviewed annually to confirm that they remain appropriate and are in accordance with the requirements of Accounting Standards, Urgent Issues Task Force (UITF) abstracts and the Trust Deed. The principal accounting policies adopted in these Financial Statements, which have been applied consistently, are: (a) Properties owned by the Trust, including investments in properties owned through partnerships and trusts for land, are independently valued on a market value basis having regard to whether they are let or unlet at the date of valuation. Development properties in the course of development are independently valued having regard to the stage reached in the construction and taking account of any agreed letting and of any contractual liabilities to advance further monies. Where legal completion of a purchase is not fully executed at the date of the Statement of Net Assets, but takes place subsequently, or in the case of development properties purchased for development where no work has yet taken place, the property is shown at cost unless, in the opinion of the Manager, there may be a material difference between cost and valuation on completion. (b) Property related investments are valued at the net asset value as provided by the relevant managers, in accordance with industry practice. (c) Investments in Subordinated Convertible Notes are held at cost until conversion. (d) Property equities are valued at bid price, using the exchange price at the year end. (e) Where the Trust makes advances to developers by reference to the stage of completion reached on developments, interest on these advances is rolled up during the period of development and is paid to the Trust on completion. This interest is credited to the Income and Expenditure Account during the period of the development. (f) Rental income and other income are recognised in the Income and Expenditure Account on an accruals basis. Rental income includes the Manager’s best estimates for unsettled rent reviews. Provisions are made where, in the opinion of the Manager, amounts are deemed likely to be irrecoverable. Income from property related investments comprises distributions receivable gross of any related tax withheld and is accounted for on a receivable basis. (g) Fees are recognised on an accruals basis and are charged in full to the Income and Expenditure Account. The Manager has allocated 50% of the management fees to income and the remaining 50% to capital for the calculation of distributable income. (h) Interest receivable and payable are accounted for on an accruals basis. (i) Benefits to lessees in the form of rent free periods and other incentives are treated as a reduction in the overall return on the leases and, in accordance with UITF 28, ‘Operating Lease Incentives’, are recognised on a straight line basis over the shorter of the lease term or the period up to the initial rental review date. The valuation of investment property is reduced by all lease incentives. (j) In accordance with FRS 25, income distributions are classified as finance costs and are accounted for on an accruals basis. (k) Unrealised surpluses less unrealised deficits on valuation of property fixed assets, property related investments and property equities are credited directly to the revaluation reserve in accordance with SSAP 19. Realised profits, less realised losses, determined by reference to carrying value at the commencement of the accounting period, are credited to the realised profit/loss on sale reserve and disclosed in the Statement of Total Recognised Gains and Losses. Realised prior period revaluations are taken to the realised profit/loss on sale reserve, as a reserve transfer. (l) In accordance with SSAP 19 no depreciation or amortisation is provided in respect of freehold properties or leasehold properties which have unexpired lease terms in excess of 20 years. (m) Acquisitions and disposals of investment properties, property related investments and property equities are recognised where, by the end of the accounting period, there is a legally binding, unconditional and irrevocable contract. Investments in property equities are recognised on a trade date basis. (n) Income tax is provided for on income taxable in the period at the basic rate of income tax. Deferred tax is accounted for on an undiscounted basis at expected tax rates on all timing differences. A deferred tax asset is only recognised where it is more likely than not that the asset will be recoverable in the foreseeable future out of suitable taxable income from which the reversal of timing differences can be deducted. (o) Profits or losses that arise on disposal of units in any property related investments or equities are calculated on a First In, First Out basis (FIFO). 21 Notes to the Financial Statements (continued) 2. Fixed assets Freehold £’000 Leasehold £’000 Total £’000 (a) Investment property Valuation at 1 April 2010 Additions to existing properties at cost Cost of properties purchased Value of properties sold Movement in revaluation reserve 470,153 1,199 34,312 (25,556) 13,266 102,973 404 – – 5,577 573,126 1,603 34,312 (25,556) 18,843 Valuation at 31 March 2011 493,374 108,954 602,328 (b) Development property Valuation at 1 April 2010 Additions at cost Cost of properties purchased Value of properties sold Movement in revaluation reserve 15,200 15,995 8,067 (5,000) 5,538 – – – – – 15,200 15,995 8,067 (5,000) 5,538 Valuation at 31 March 2011 39,800 – 39,800 Total valuation of investment and development property 533,174 108,954 642,128 Reconciliation to market valuation Market valuation at 31 March 2011 Unamortised tenant incentives 534,150 (976) 109,720 (766) 643,870 (1,742) Valuation at 31 March 2011 533,174 108,954 642,128 The valuation of investment and development property valued by the independent valuer, BNP Paribas Real Estate Advisory and Property Management UK Limited, was £643.9 million at 31 March 2011 (£590.3 million at 31 March 2010). The Trust purchased Building 8, Chiswick Park, in July 2010 from The Chiswick Park Unit Trust (ChisPUT). The purchase price was £6.5 million. Simultaneous with the purchase, the Trust entered into an option agreement to sell back the building within a period of three years from the date of completion. The terms of the option agreement state that the option is non-transferable (other than to a purchaser of all or a substantial part of the Chiswick Park Estate) and that if exercised ChisPUT must pay the Trust for any uplift in value, therefore it has been determined that the risks and rewards of ownership of the property have been assumed by the Trust and that it should be included within the assets of the Trust as a development property. The following investments are included within the valuation of investment properties: (c) Investments in trusts for land Valuation at (i) 50.0% interest in a trust investing in Cardiff Bay Retail Park (ii) 25.0% interest (31 March 2010: 33%) in a trust investing in properties in York, Monks Cross 31 March 2011 £’000 31 March 2010 £’000 25,500 50,250 24,300 63,250 75,750 87,550 3. Investment in property equities The Trust disposed of its entire interest in AH Medical Properties plc, a PLUS listed property investment company on 31 July 2010 for a sale price of £6.1 million (32p per share), giving rise to a loss of £1.9 million. 22 Schroder Exempt Property Unit Trust Annual Report and Audited Financial Statements 31 March 2011 4. Investment in subordinated convertible notes Percentage holding at 31 March 2011 % Cost at 31 March 2011 £’000 4.7 9,462 Hercules Unit Trust The Trust acquired £9.5 million of Subordinated Convertible Notes on 15 December 2009 from the Hercules Unit Trust (HUT) at a fixed coupon of 10%; conversion of the Notes is available at any time at the discretion of the noteholder. On conversion, the Notes will be converted into a variable number of units equivalent to the face value of the Notes. The conversion price will be set at the prevailing Net Asset Value of HUT, as adjusted for the mark to market value of any hedging arrangements of the senior debt; the issuer has the right to redeem any Notes in issue after 7 January 2012. Notes in issue will mature on 22 September 2020. 5. Property related investments (a) Basis of valuation The total value of property related investments at 31 March 2011 stood at £457.8 million (31 March 2010: £506.4 million). Properties held directly or indirectly within property related investments are independently valued on a market value basis as follows: Valued by: (i) (ii) (iii) Bracknell Property Unit Trust* Croydon Gateway Property Unit Trust* City of London Office Unit Trust* (iv) (v) (vi) (vii) Capital Point Slough Unit Trust* City Property Unit Trust* Gresham Property Partners, L.P.* Hackbridge Unit Trust* (viii) (ix) (x) (xi) Henderson UK Retail Warehouse Fund Hercules Unit Trust* Lombard Street Unit Trust* Parker Tower Unit Trust* (xii) (xiii) (xiv) (xv) (xvi) (xvii) Schroder Emerging Retail Property Unit Trust* Teesland iDG Sutton Unit Trust UNITE UK Student Accommodation Fund West End of London Property Unit Trust* West India Quay Unit Trust Bracknell Eagle House Limited (BPUT) (CGPUT) (CLOUT) BNP Paribas Real Estate BNP Paribas Real Estate BNP Paribas Real Estate (CPSUT) (CPUT) (Gresham) (HackUT) BNP Paribas Real Estate BNP Paribas Real Estate BNP Paribas Real Estate BNP Paribas Real Estate (HRWF) (HUT) (LSUT) (PTUT) CB Richard Ellis Limited CB Richard Ellis Limited BNP Paribas Real Estate BNP Paribas Real Estate (SERPUT) (TiDGSUT) (UNITE) (WELPUT) (WIQUT) (BEH) Allsop LLP BNP Paribas Real Estate CB Richard Ellis Limited CB Richard Ellis Limited Jones Lang LaSalle Limited BNP Paribas Real Estate * Schroder managed property funds 23 Notes to the Financial Statements (continued) 5. Property related investments (continued) (b) Movements during the year The Trust owned the following interests in property related investments: BPUT CGPUT ChisPUT CLOUT Percentage holding at 31 March 2011 % 49.6 97.3 0.0 26.8 Valuation at 1 April 2010 £’000 59,262 42,734 35,980 526 Additions at cost £’000 1,710 2,271 – – Cost of investments sold £’000 – – (29,914) (49) Movement in revaluation reserve for investments sold £’000 – – (6,066) (33) CPSUT CPUT Gresham HackUT 100.0 95.9 19.5 100.0 7,606 29,409 1,390 30,930 1,603 8,954 – – – – – – – – – – 94 1,835 (5) (95) 9,303 40,198 1,385 30,835 HRWF HUT LSUT PTUT ResPUT 3.3 4.6 100.0 100.0 0.0 17,541 71,734 18,345 39,901 1,874 – – 1,277 138 – – (22,542) – – (1,885) – 3,090 – – 11 2,981 (8,729) (987) 707 – 20,522 43,553 18,635 40,746 – SERPUT TiDGSUT UNITE WELPUT WIQUT 99.8 50.0 2.7 6.5 50.0 48,591 2,999 13,484 61,968 21,300 23,331 – – (282) (320) – – – (33,295) – – – – (762) – 210 170 900 4,683 5,420 72,132 3,169 14,384 32,312 26,400 AHUT BSUT BEH 26.8 26.8 50.0 294 115 367 506,350 – – 1,651 40,333 – – – (87,685) – – – (3,760) – 17 (587) 2,563 294 132 1,431 457,801 The realisable value of the Trust’s holding in property related investments may differ from the net asset value as provided by the relevant managers. A provision has been made within the revaluation reserve, for the investment of HUT, for £0.6 million (31 March 2010: £0.6 million). This reflects the dilution of ownership relating to the convertible price of bonds when converted to units. These bonds will convert at the adjusted NAV (to include the mark-to-market on any hedges in place at the conversion date). At 31 March 2011, the Trust’s holding in each of HackUT, LSUT and PTUT stood at 100.0% and the Trust’s holdings in CGPUT and CPUT at 31 March 2011 stood at 97.3% and 95.9% respectively. Despite these holdings being in excess of 50.0%, the Trust does not have control as the relevant trust instruments state that unitholders cannot remove the Manager. Therefore, as significant control cannot be exercised, these investments are not consolidated. The Trust’s holding in CPSUT at 31 March 2011 stood at 100.0%. There would be no material difference to the net asset value of the Trust if this investment, which is controlled by the Trust, had been consolidated at that date. Although the Trust’s holding in SERPUT is in excess of 50.0%, the Trust’s voting rights are limited to 50.0% and therefore, because the Trust cannot control SERPUT’s financial and operating policies, no controlling interest arises and the holding is not consolidated. The Trust’s investment in Gresham of £1.4 million at 31 March 2011 (31 March 2010: £1.4 million) included an accrual for carried interest payable of £0.8 million (31 March 2010: £0.8 million). 24 Schroder Exempt Property Unit Trust Annual Report and Audited Financial Statements 31 March 2011 Movement in revaluation reserve for retained investments £’000 (1,814) (2,327) – 90 Valuation at 31 March 2011 £’000 59,158 42,678 – 534 5. Property related investments (continued) (c) Summary of financial information at 31 March 2011 The information detailed below contains information as provided by the relevant managers at 31 March 2011. Debt £’000 Other assets/ (liabilities) £’000 Net asset value £’000 Adjustment to fair value debt* £’000 120,100 42,600 – 700 9,500 – – – – – – 1,216 – 1,295 (197) 120,100 43,816 – 1,995 9,303 – – – – – 95.9 19.5 100.0 3.3 4.6 38,740 7,103 30,700 995,105 1,588,348 – – – (459,496) (794,146) 3,200 – 135 91,047 158,578 41,940 7,103 30,835 626,656 952,780 – – – (23,656) (27,646) LSUT PTUT ResPUT SERPUT TiDGSUT UNITE** 100.0 100.0 0.0 99.8 50.0 2.7 17,200 40,700 – 67,180 11,400 1,231,500 – – – – (5,110) (612,000) 1,435 46 – 5,084 48 (86,100) 18,635 40,746 – 72,264 6,338 533,400 – – – – – (35,400) WELPUT WIQUT AHUT BSUT BEH 6.5 50.0 26.8 26.8 50.0 707,250 52,800 – – 6,100 (210,000) – – – (2,776) (2,055) – 1,112 492 (461) 495,195 52,800 1,112 492 2,863 (3,845) – – – – 4,967,026 (2,083,528) 174,875 3,058,373 (90,547) 524,942 (86,075) 18,934 457,801 (3,258) Trust’s holding at 31 March 2011 % Property value £’000 BPUT CGPUT ChisPUT CLOUT CPSUT 49.6 97.3 0.0 26.8 100.0 CPUT Gresham HackUT HRWF** HUT Total of Trust’s share * A number of the property related investments shown above have entered into interest rate swaps in order to hedge their interest rate exposure. The relevant information on interest rate swaps for HRWF is not available at the date of this report. Revaluation to fair value of the remaining swap agreements at 31 March 2011 would give rise to a combined total deficit of £3.3 million (31 March 2010: deficit £6.4 million). Neither the property related investments nor the Trust account for the deficit arising from these fair value adjustments. ** The information for HRWF and UNITE is at 28 February 2011 and 31 December 2010 respectively. 25 Notes to the Financial Statements (continued) 6. Debtors 31 March 2011 £’000 31 March 2010 £’000 6,910 3,932 5,279 1,400 342 1,207 85 2,176 742 1,922 4,098 3,918 4,894 1,485 489 481 1,143 – – 1,682 23,995 18,190 31 March 2011 £’000 31 March 2010 £’000 – – 31 March 2011 £’000 31 March 2010 £’000 5,831 5,167 20 5,279 2,282 1,282 5,330 3,095 1,194 4,894 2,100 2,708 19,861 19,321 Notes 31 March 2011 £’000 31 March 2010 £’000 10 14 14 14 14 14 904,309 (105,938) 288,012 172,840 (1,933) (21,164) 885,083 (127,715) 275,767 137,017 – (18,346) 1,236,126 1,151,806 Rents receivable Distributions due from property related investments Tenant deposits UITF 28 accrued rents receivable UITF 28 unamortised tenant incentives VAT recoverable Amounts due from Eagle House Ltd Amounts due from Bracknell Property Unit Trust Amounts due from Hackbridge Ltd Other debtors and prepayments Total debtors 7. Bank loans Counterparty Lloyds TSB Bank plc The Trust entered into an unsecured £100 million committed loan facility with Lloyds TSB Bank plc on 17 December 2007 (31 March 2010: £100 million uncommitted loan facility). The facility expired on 17 December 2010. 8. Creditors Rents received in advance Provision for doubtful debts Trade creditors Tenant deposits Other creditors and accruals Amounts due on properties Total creditors 9. Net assets attributable to unitholders Net assets attributable to unitholders are represented as follows: Amounts paid to Trustee for investment Revaluation reserve Realised net profit on sale of investment property Realised net profit on sale of property related investments Realised net loss on sale of property equities Deficit on Income and Expenditure Account Total net assets attributable to unitholders Under FRS 25 the above amounts are deemed to be repayable to unitholders and are therefore presented as liabilities of the Trust. 26 Schroder Exempt Property Unit Trust Annual Report and Audited Financial Statements 31 March 2011 10. Amounts paid to Trustee for investment No. of Units Value £’000 Opening balance at 1 April 2010 Units issued during the year Units redeemed during the year 38,013,430 617,948 (13,840) 885,083 19,657 (431) Closing balance at 31 March 2011 38,617,538 904,309 31 March 2011 £’000 31 March 2010 £’000 Service charge expenses Letting fees Rates Rent review fees Other 6,163 336 775 91 1,876 6,858 186 394 220 1,654 Total property expenses 9,241 9,312 11. Property expenses For the year ended 12. Finance costs: distributions (a) Total distributions Monthly distributions were payable in respect of the following periods: Net income before tax Income tax Net income after tax Total management expenses Net amount distributable Gross return to unitholders after recovery of income tax Net income before tax Income tax Net income after tax Total management expenses Net amount distributable Gross return to unitholders after recovery of income tax April 2010 £’000 4,368 (874) 3,494 (341) 3,153 May 2010 £’000 4,788 (958) 3,830 (327) 3,503 June 2010 £’000 4,725 (945) 3,780 (296) 3,484 July 2010 £’000 4,618 (924) 3,694 (329) 3,365 August 2010 £’000 4,597 (919) 3,678 (350) 3,328 September 2010 £’000 4,678 (935) 3,743 (417) 3,326 4,027 4,461 4,429 4,289 4,247 4,261 October 2010 £’000 5,455 (1,091) 4,364 (569) 3,795 November 2010 £’000 4,583 (917) 3,666 (327) 3,339 December 2010 £’000 4,482 (896) 3,586 (399) 3,187 January 2011 £’000 4,722 (944) 3,778 (374) 3,404 February 2011 £’000 4,719 (944) 3,755 (313) 3,462 March 2011 £’000 5,646 (1,129) 4,517 (384) 4,133 4,886 4,256 4,083 4,348 4,406 5,262 For the year ended Notes Net income before tax (excluding undistributed UITF 28 adjustment) Income tax Net income after tax Total management expenses Net amount distributable Gross return to unitholders after recovery of income tax 13(a)(i) 31 March 2011 £’000 57,381 (11,476) 45,905 (4,426) 41,479 52,955 31 March 2010 £’000 56,925 (11,385) 45,540 (3,358) 42,182 53,567 The balance of amounts accrued under UITF 28 for the year ended 31 March 2011 was a deficit of £1,742,000 (31 March 2010: deficit of £1,974,000). 80.0% of the overall rents accrued under UITF 28 and the taxation provision thereon are recognised in the Income and Expenditure Account for the year and distributed to unitholders. 27 Notes to the Financial Statements (continued) 12. Finance costs: distributions (continued) (b) Distributions per unit Net income before tax Income tax Net income after tax Total management expenses Net amount distributable Gross return to unitholders after recovery of income tax Net income before tax Income tax Net income after tax Total management expenses Net amount distributable Gross return to unitholders after recovery of income tax April 2010 pence 11.3445 (2.2689) 9.0756 (0.8860) 8.1896 May 2010 pence 12.3995 (2.4799) 9.9196 (0.8500) 9.0696 June 2010 pence 12.2324 (2.4465) 9.7859 (0.7660) 9.0199 July 2010 pence 11.9553 (2.3911) 9.5642 (0.8510) 8.7132 August 2010 pence 11.9023 (2.3805) 9.5218 (0.9050) 8.6168 September 2010 pence 12.1110 (2.4222) 9.6888 (1.0800) 8.6088 10.4585 11.5495 11.4664 11.1043 10.9973 11.0310 October 2010 pence 14.1216 (2.8243) 11.2973 (1.4740) 9.8233 November 2010 pence 11.8637 (2.3727) 9.4910 (0.8470) 8.6440 December 2010 pence 11.6018 (2.3204) 9.2814 (1.0330) 8.2484 January 2011 pence 12.2275 (2.4455) 9.7820 (0.9670) 8.8150 February 2011 pence 12.2207 (2.4441) 9.7766 (0.8080) 8.9686 March 2011 pence 14.6172 (2.9234) 11.6938 (0.9810) 10.7128 12.6476 11.0167 10.5688 11.2605 11.4127 13.6362 31 March 2011 pence 148.5975 (29.7195) 118.8780 (11.4480) 107.4300 137.1495 31 March 2010 pence 160.1232 (32.0248) 128.0984 (9.2970) 118.8014 150.8262 31 March 2011 £’000 143 31 March 2010 £’000 238 For the year ended Net income before tax (excluding undistributed UITF 28 adjustment) Income tax Net income after tax Total management expenses Net amount distributable Gross return to unitholders after recovery of income tax (c) Interest payable For the year ended Interest paid 28 Schroder Exempt Property Unit Trust Annual Report and Audited Financial Statements 31 March 2011 13. Current and deferred taxation The Trust is not liable for corporation tax or capital gains tax but is liable for income tax on its gross income at the basic rate of tax. Income tax deducted from distributions paid by the Trust is recoverable by unitholders. The tax charged to the Income and Expenditure Account and information concerning the deferred taxation provision are detailed below: (a) Taxation on net income before tax (i) Analysis of charge for the year ended 31 March 2011 £’000 31 March 2010 £’000 11,476 (336) 11,140 336 11,476 11,385 (461) 10,924 461 11,385 Net income before tax Tax on net income at basic rate of 20% 31 March 2011 £’000 57,381 11,476 31 March 2010 £’000 56,925 11,385 Effects of: Permanent adjustments Adjustments in respect of previous year Current tax charge for the year 1 (336) 11,141 1 (461) 10,925 31 March 2011 £’000 (490) (336) (826) 31 March 2010 £’000 (29) (461) (490) Notes Current tax: UK income tax on income for the year Adjustments in respect of the previous year Total current tax Origination and reversal of timing difference Tax on net income 13(b) 13(a)(ii) (ii) Factors affecting tax charge for the year ended Notes 13(a)(i) (b) Provision for deferred tax The amount of deferred taxation provided for in these Financial Statements is: Notes Opening provision Deferred tax charge in Income and Expenditure Account Closing provision 13(a)(i) S942 ITA 2007 (Income Tax Act 2007) provides for an additional tax liability to arise where the tax liability for any tax year would otherwise be lower than the basic rate of tax on the distributions paid in that year. Because the distributions are paid in arrears, provision must be made for the liability that would arise in the next tax year if there was no taxable income following the date of the Statement of Net Assets. Relief can be taken against this liability for amounts by which any previous period’s taxable income have exceeded the distributions paid in that year. 29 Notes to the Financial Statements (continued) 14. Reserves Revaluation Reserve Freehold property £’000 Opening balance at 1 April 2010 Movement in revaluation reserve for retained: Investment property Sites in the course of development Property related investments Investment property sold Property related investments sold Sites in the course of development sold Property equities sold Deficit on Income and Expenditure Account Realised net profit/(loss) on: Investment property sold Property related investments sold Property equities sold Closing balance at 31 March 2011 Property Leasehold related property investments £’000 £’000 Deficit on Total Income and Property revaluation Expenditure equities reserve Account £’000 £’000 £’000 Realised Realised net profit Realised net profit/ (loss) on property net profit investment related on property property investments equities sold sold sold £’000 £’000 £’000 Total reserves £’000 11,247 (10,511) (126,928) (1,523) (127,715) (18,346) 275,767 137,017 – 266,723 13,387 5,466 – – 18,853 – – – – 18,853 5,538 – – – 5,538 – – – – 5,538 – (4,005) – – 2,563 – – – 2,563 (4,005) – – – 4,005 – – – – 2,563 – – – (3,760) – (3,760) – – 3,760 – – 1,065 – – – – – – 1,523 1,065 1,523 – – (1,065) – – – – (1,523) – – – – – – – (2,818) – – – (2,818) – – – – – – – – – – – – – – – – – – 9,305 – – – 32,063 – – – (410) 9,305 32,063 (410) 27,232 (5,045) (128,125) – (105,938) (21,164) 288,012 172,840 (1,933) 331,817 15. Reconciliation of net property income to net cash inflow from operating activities For the year ended Net property income Income from property related investments Income from convertible bonds Total management expenses Net income available for distribution before interest payable and receivable and tax Net increase in debtors Net increase in creditors Net cash inflow from operating activities 31 March 2011 £’000 34,874 20,901 946 (7,244) 49,477 31 March 2010 £’000 33,241 23,379 275 (5,806) 51,089 (5,805) 540 44,212 (4,222) 3,050 49,917 Net cash flow £’000 82,309 82,309 31 March 2011 £’000 133,655 133,655 16. Reconciliation of movement in net cash flow Cash at bank and on deposit Net cash 30 1 April 2010 £’000 51,346 51,346 Schroder Exempt Property Unit Trust Annual Report and Audited Financial Statements 31 March 2011 17. Capital commitments and contingent liabilities At the year end the Trust had a commitment to invest £1.2 million in Teesland iDG Sutton Unit Trust (31 March 2010: £1.2 million) and £12.8 million on Building 8, Chiswick Park, London. At 31 March 2011, the Trust is exposed to a dilution levy in relation to its holding in Bracknell Property Unit Trust (BPUT), which is estimated to be £7.3 million (31 March 2010: £7.3 million). This has no current impact on the Trust’s holding in BPUT or these Financial Statements. 18. Related party disclosures and material contracts (a) Fees receivable by the Trustee As Trustee, The Royal Bank of Scotland plc is entitled to a fee equivalent to 0.0224% per annum on the first £500 million of the Trust’s Net Asset Value (NAV) and 0.0125% per annum on any excess over £500 million of the Trust’s NAV. (b) Fees receivable by the Manager and the Property Manager Investment management and property management fees The remuneration of the Manager and the Property Manager is set by the Supervisory Board. The Manager is entitled to 0.3% of the total Net Asset Value of the Trust and the Property Manager is entitled to 0.4% on Gross Value of direct holdings and capital cash. The Property Manager does not receive a fee from the Trust on property held indirectly, unless specifically agreed by the Supervisory Board. Where the Trust invests in property related investments which are managed by an associate of the Manager or the Property Manager, fees earned by the associate on the Trust’s net investment, are not rebated to the Trust, with the exception of SERPUT, where the Trust receives a rebate of 0.3% on SERPUT’s gross property value (based on the Trust’s holding). These indirect managers levy their own fees which may include performance fees. The Manager’s and the Property Manager’s fees are charged in full to the Income and Expenditure Account. 50% of such fees are allocated to capital and not deducted from distributions for the purpose of determining the value of such distributions (see notes 1(g) and 12(b)). Summary of fees receivable by the Manager, the Property Manager, and their associates For the year ended Notes Manager’s and Property Manager’s fees (gross of rebates) Irrecoverable VAT incurred by the Trust* Total management fees charged to the Income and Expenditure Account 1(g) Management fees earned by associates of the Manager from the Trust’s investments in property related investments Less irrecoverable VAT incurred by the Trust* Total * 31 March 2011 £’000 6,330 1 6,331 31 March 2010 £’000 4,876 20 4,896 619 (1) 6,949 1,120 (20) 5,996 Irrecoverable VAT incurred by the Trust does not represent fees receivable by the Manager, the Property Manager, or their associates. The total fees receivable by the Manager and the Property Manager and their associates from the Trust’s and its investments, as a percentage of average net asset value of the Trust over the year to 31 March 2011 represented an annualised rate of approximately 0.6% (31 March 2010: 0.6%). Secondary market commission The Manager also earns commission from individual unitholders of the Trust which utilise its matched bargain service. Such commission is not included in these Financial Statements. 31 Notes to the Financial Statements (continued) 18. Related party disclosures and material contracts (continued) (c) Outstanding balances Outstanding balances were due to the following which are considered to be related parties under FRS 8: 31 March 2011 £’000 59 32 645 31 March 2010 £’000 59 36 569 BPUT CGPUT ChisPUT CPSUT 31 March 2011 £’000 3,145 63 3,121 575 31 March 2010 £’000 3,485 1,342 2,373 29 HackUT 2,160 1,963 HUT LSUT PTUT ResPUT SERPUT WELPUT 1,823 751 2,203 – 2,768 1,339 1,774 1,155 2,651 27 2,689 2,120 The Royal Bank of Scotland plc (Trustee) Supervisory Board Schroder Property Investment Management Limited Outstanding balances were due from Bracknell Eagle House Limited, Bracknell Property Unit Trust and Hackbridge Limited as set out within note 6, which are considered to be related parties under FRS 8. (d) Distributions Gross distributions were receivable in the year from the following property related investments which are considered to be related parties under FRS 8, because they are managed or administered by the Manager or an associate of the Manager: For the year ended 32 Schroder Exempt Property Unit Trust Annual Report and Audited Financial Statements 31 March 2011 19. Financial instruments The primary financial instruments held by the Trust at 31 March 2011 were property related investments, Subordinated Convertible Notes, cash, short term assets and liabilities to be settled in cash. The Trust did not hold, and was not a counterparty to, any derivative instruments either during the year or at the year end. The Trust is not subject to currency risk since all of the financial instruments are denominated in sterling. The disclosure below excludes short term assets and liabilities as permitted by United Kingdom Accounting Standards (FRS 13). All financial liabilities mature within one year of the date for the Statement of Net Assets and all financial assets, with the exception of property related investments, are held on demand. (a) Borrowing facility The Trust’s revolving borrowing facility with Lloyds TSB Bank plc expired on 17 December 2010. 31 March 2011 31 March 2010 £’000 £’000 Expiry date – 17 December 2010 (committed) – 100,000 (b) Interest rate profile Floating rate financial assets Non interest bearing financial assets Subordinated Convertible Notes 31 March 2011 £’000 133,655 457,801 9,462 31 March 2010 £’000 51,346 505,983 9,462 Floating rate financial assets comprise cash at bank. Interest on floating rate bank deposits is based on relevant inter bank rates. Non interest bearing financial assets comprise property related investments and property equities. Fixed rate Subordinated Convertible Notes are held at a coupon rate of 10%. Financial assets and liabilities held at cost are not materially different to their fair value. (c) Liquidity risk Liquidity risk is the risk that the Trust faces in being unable to meet all liabilities as and when they fall due. The Trust is subject to liquidity risk insofar as unitholders may seek to redeem units held within the Trust. Dependent upon the value and timing of the redemptions and given the illiquid nature of the Trust’s investments, liquidity risk may be present. The Manager’s policy for managing this risk is to: (i) Operate a strict unit redemption policy, as shown in the Redemption of Units note on page 38, such that unitholders may only serve notice to redeem units at the end of each quarter. (ii) Raise sufficient cash resources within the Trust to finance a limited number of redemptions. (iii) Reserve the right to defer payment of redemptions for a maximum of two years, from the date of notice. (d) Market price risk The Trust’s exposure to market price risk is comprised mainly of movements in the value of its investments in property related investments and property equities and the uncertainty surrounding future prices of such investments. The Trust’s market price risk is managed through diversification and the Manager has no reason to believe that the valuations used in calculating the value of the Trust are unreasonable. 20. Subsequent Events At 28 April 2011 the Trust acquired an additional £0.2 million of units in the Schroder Emerging Retail Property Unit Trust (SERPUT) to increase its holding to 100.0%. An Extraordinary General Meeting was held by the Manager of SERPUT on 10 June 2011 at which an amendment to the Trust Instrument was approved to reflect a change in voting rights post year end. 33 Supervisory Board and Key Service Providers Supervisory Board Key Service Providers J A Scott OBE FCA* (Chairman) James Scott is a former National Managing Partner of Binder Hamlyn. He is currently a non-executive Director of the Vestey Group Limited. Joined the Supervisory Board in 1991. Manager and Property Manager Schroder Property Investment Management Limited 31 Gresham Street London EC2V 7QA Professor A E Baum PhD FRICS Andrew Baum is Professor of Land Management at the Henley Business School, University of Reading, non-executive Chairman of the investment committee for CBRE Investors Global Multi-Manager and honorary Professor of Real Estate Investment at the University of Cambridge. Joined the Supervisory Board in 1999. Authorised and regulated by the Financial Services Authority. R R Foulkes* Richard Foulkes was Vice Chairman of Schroder Investment Management Limited until his retirement in October 2005. He is a non-executive Director of Credit Renaissance Structured Product Fund, Schroder Pension Trustee Limited and Schroder Credit Renaissance Fund; a member of the Investment Committee of the Royal Opera House Pension Scheme and of Queens’ College, Cambridge. He is also the Chairman of the Investment Committee of St John Ambulance. Joined the Supervisory Board in 2003. C J Hunter FRICS Charles Hunter was Head of Property at Insight Investment (the investment management subsidiary of HBOS plc) for nine years until 2004. Prior to that he was Property Director of NM Fund Management. He is non-executive Chairman of AXA Property Trust plc and is a Council Member and Trustee of St Monica Trust. Joined the Supervisory Board in 2006. R I Moore MBE C Dip AF* Roger Moore was previously Head of Property Research at UBS Warburg. He was a founder member of the BDO Stoy Hayward Property Accounts Awards judging panel. Joined the Supervisory Board in 2004. A F Sykes Andrew Sykes was a Director of Schroders plc until March 2004. He is Chairman of Invista Foundation Property Trust Limited, Chairman of Absolute Return Trust Limited, a non-executive Director of JP Morgan Asian Investment Trust PLC, Smith and Williamson Holdings Limited, Record plc, MBIA UK Insurance Limited, Schroder Pension Trustee Limited, Gulf International Bank UK Limited and SVG Capital plc. Joined the Supervisory Board in 2004. 34 I D Mason MRICS Ian Mason is Head of UK Property Fund Management for Schroders and is Fund Manager of the Trust. He has a BSc (Hons) in Land Management, is a Member of the Royal Institution of Chartered Surveyors, a board member of the Association of Real Estate Funds (AREF) and Chair of AREF’s Regulation SubCommittee. Ian joined Schroders in April 2008 after 23 years at BlackRock where he was manager of the BlackRock UK Property Fund. N D Meredith MRICS Neil Meredith is Head of UK Property Asset Management for Schroders and works principally on the Trust’s portfolio. He has a BSc in Land Management and is a Member of the Royal Institution of Chartered Surveyors. Neil joined Schroders in October 2006. Before joining Schroders, he worked for English Welsh and Scottish Railways Limited as Head of Property Services Group from 2004 to 2006. From 2003 to 2004 he was a Director of GVA Connect at GVA Grimley. Prior to that he was a Partner at Cushman & Wakefield, where his property career started in 1982. M J Callender BA (Economics) Mark Callender is Head of Property Research. He joined Schroders in 2006. Before joining Schroders he was Research Director for sixteen years at IPD, the leading provider of property market research and indices. Between 1987-1990 he was Chief Economist at the House Builders Federation. He is a member of the Society of Property Researchers, the Investment Property Forum and the Pan-European Common Interest Group. W A Hill MRICS C Dip AF William Hill is Head of Property for Schroders. He has a BSc (Hons) in Land Management and a Certified Diploma in Accounting and Finance. He is a Member of the Royal Institution of Chartered Surveyors and past Chairman of the Association of Real Estate Funds (AREF). Prior to joining Schroders in 1989, William worked for seven years with Drivers Jonas. He is a member of Schroders Global Investment Executive Committee. Schroder Exempt Property Unit Trust Annual Report and Audited Financial Statements 31 March 2011 T A Frost MRICS Tamsin Frost is Client Director for Schroders, a role she has had since 2000. She has over twenty years of multi asset investment and client service experience. Prior to joining the UK institutional business she was a UK equity manager and previously Deputy Head of Schroders UK Research Department. She has a BSc (Hons) in Land Management and is a Member of the Royal Institution of Chartered Surveyors (MRICS). She joined Schroders in 1986. T Dorey Tom Dorey is Head of UK Property Product for Schroders. He has an MBA, BSc (Hons) in Economics and holds an Investment Management Certificate (IMC). He joined Schroders in 1997 as a portfolio manager. He is responsible for ensuring that selected property portfolios are structured and managed to meet clients’ needs and is the product manager to the Trust. Trustee The Royal Bank of Scotland plc The Broadstone 50 South Gyle Crescent Edinburgh EH12 9UZ Independent Auditor PricewaterhouseCoopers LLP 7 More London Riverside London SE1 2RT Independent Valuer BNP Paribas Real Estate Advisory and Property Management UK Limited 90 Chancery Lane London WC2A 1EU * R I Moore is the Chairman and R R Foulkes and J A Scott are members of the Audit Committee. Additional Unitholder Information Gross Annual Distribution Paid per Unit Date 31 March 2011 31 March 2010 31 March 2009 31 March 2008 31 March 2007 31 March 2006 Gross Annual Distribution per unit1 £1.326611 £1.543322 £1.598533 £1.653633 £1.610234 £1.581476 Net Asset Value per unit £32.01 £30.30 £29.45 £44.19 £53.05 £46.17 Yield2 Q1 2011 4.1% 5.1% 5.4% 3.7% 3.1% 3.4% Source: Schroders, 31 March 2011 1 Distributions are gross of tax but net of expenses and fees. They are stated on a paid basis at the time of reporting. 2 The yield is calculated by dividing the annual distributions paid by net asset value per unit at the end of the period. The yield is stated on a paid basis at the time of reporting. Cash and Gearing Date 31 March 2011 31 March 2010 31 March 2009 31 March 2008 31 March 2007 31 March 2006 Amount in Cash (Capital)1 at the end of each year £125.6 million3 £43.4 million £5.9 million £1.8 million £4.1 million £27.2 million Quarterly Volume of Secondary Market Trades (£ million) Gearing2 (% of NAV) 6.9% 16.3% 20.6% 18.2% 15.9% 18.2% Q4 2010 14.9 8.1 Q3 2010 10.2 Q2 2010 31.6 Q1 2010 59.5 Q4 2009 Q3 2009 15.7 6.3 Q2 2009 1.4 Q1 2009 2.5 Q4 2008 1.8 Q3 2008 2.4 Q2 2008 6.7 Q1 2008 6.8 Source: Schroders, 31 March 2011 Source: Schroders, 31 March 2011 Investment and borrowing guidelines as follows: 1 Maximum uncommitted cash holding: 10% of NAV. All cash, other than income, held by the Trustee from time to time. 2 Maximum borrowing permitted under the Trust Deed (direct and indirect): 25% of NAV. 3 This sum includes £39.0 million of allocated capital for capital expenditure and purchases. 35 Additional Unitholder Information (continued) Monthly Unit Prices Date 31 March 2011 28 February 2011 31 January 2011 31 December 2010 30 November 2010 31 October 2010 30 September 2010 31 August 2010 31 July 2010 30 June 2010 31 May 2010 30 April 2010 31 March 2010 Net Asset Value £32.01 £31.72 £31.68 £31.69 £31.31 £31.24 £31.25 £31.02 £30.99 £30.99 £30.71 £30.58 £30.30 Bid Price £31.44 £31.15 £31.11 £31.12 £30.75 £30.68 £30.69 £30.46 £30.44 £30.44 £30.15 £30.04 £29.75 Source: Schroders, 31 March 2011 36 Schroder Exempt Property Unit Trust Annual Report and Audited Financial Statements 31 March 2011 Offer Price £33.54 £33.23 £33.19 £33.20 £32.80 £32.73 £32.74 £32.50 £32.47 £32.47 £32.17 £32.04 £31.74 Unitholder Breakdown Number of Unitholders Corporate Pension Funds Local Authority Pension Funds Charities Common Investment Funds SIPPs Total 219 37 120 3 7 386 Total % Holding by Units in Issue 61.3 29.6 6.5 2.6 – 100.0 Largest Investors by Ownership Band: Less than 1% of units in issue 1% or greater but less than 2% 2% or greater but less than 4% 4% or greater Total 358 25 3 – 386 56.4 33.7 9.9 – 100.0 – – – – 3.7 9.9 13.4 21.2 Largest Investor Largest Three Investors Largest Five Investors Largest Ten Investors Source: Schroders, 31 March 2011 37 General Meeting and General Information General Information Schroder Exempt Property Unit Trust (the “Trust”) is a collective investment scheme within the meaning of the Financial Services and Markets Act (“FSMA”). However, the Trust is not an authorised unit trust scheme, OEIC or recognised scheme within the meaning of the FSMA and therefore constitutes an unregulated collective investment scheme. As an unregulated collective investment scheme, the distribution and promotion of Trust units are restricted, for the purposes of sections 21 and 238 of the FSMA, to persons who are themselves authorised under the FSMA or who otherwise fall within the categories or exceptions made under sections 21 and 238 of the FSMA. Accordingly, the information in this document is directed at eligible counterparties, authorised persons, professional clients, existing investors in the Trust and clients and newly accepted clients of the Schroder Group, where reasonable steps have been taken to ensure that investment in the Trust is suitable. This material should not be relied upon by persons of any other description. In any case, a recipient who is in any doubt about investment in the Trust should consult an authorised person who specialises in investments of this nature. The Trust’s past performance is not a guide to the future. The Trust invests in real property, the value of which is generally a matter of a valuer’s opinion. There is no recognised market for units in the Trust and an investment in units is not readily realisable. It may be difficult to trade in the units or to sell them at a reasonable price. The price of units and the income from them may fluctuate upwards or downwards and cannot be guaranteed. General Meeting Please note that the fortieth Annual General Meeting of the unitholders will be held at 31 Gresham Street London EC2V 7QA at 12.00pm on 22 September 2011. The business of the meeting will include: 1 2 To receive the Annual Report and Audited Financial Statements of the Trust and the Report of the Independent Auditor for the year ended 31 March 2011. To re-elect J A Scott as a member of the Supervisory Board who in accordance with the Trust Deed, retires by rotation and offers himself for re-election. 3 To re-elect A F Sykes as a member of the Supervisory Board who in accordance with the Trust Deed, retires by rotation and offers himself for re-election. 4 To authorise the Manager to re-appoint, and set the remuneration of the Independent Auditors for the ensuing year. By order of the Manager Schroder Property Investment Management Limited 31 Gresham Street London EC2V 7QA 15 June 2011 A unitholder entitled to attend the Annual General Meeting and vote, may appoint a proxy to attend and on a poll, to vote in its stead. A unitholder being a corporation may authorise any person to be its representative at the meeting. Socially Responsible Investment and Sustainability A full copy of the Schroder Property policy on Responsible Property Investment is available on request. Purchase of Units Offers of new units are normally made on the first working day of each month. Payments for units issued must be received by the Trustee by the fifth working day of the same month. The offer price is fixed by the Manager on the basis of the valuation of the properties carried out at the last working day of the month prior to the offer date. Units in the Trust are only available to UK tax exempt investors. In general terms, exempt investors are persons who are wholly exempt from capital gains tax or corporation tax on capital gains for reasons other than residence. Redemption of Units Redemption Notices must be received by the Manager before 17.00 (GMT/BST) on a Redemption Notice Date (the last working days of March, June, September and December). Notices must be in writing in the form provided by the Manager. The first date that a redemption can be paid is the first Redemption Payment Date following the relevant Redemption Notice Date (i.e. three months after the Redemption Notice Date). If a Redemption Notice is deferred (in whole or part) the redemption may occur on one of the eight Redemption Payment Dates following the first Redemption Payment Date. Redemption payments will ordinarily be made within five Working Days of the relevant Redemption Payment Date. The Manager, with the prior written approval of the Supervisory Board, may defer a redemption in whole or part by giving Retiring Holders notice in writing no later than seven working days before an Applicable Redemption Payment Date. The Manager, subject to the Supervisory Board’s written approval, has the right to adjust the Net Asset Value for the purposes of calculating the Redemption Price, in certain circumstances. Secondary Market Information relating to units available on the secondary market can be obtained from Schroder Property Investment Management Limited which seeks to introduce unitholders to potential investors. Please contact Tom Dorey for Secondary Market availability. Please note that Schroders can only accept instructions to purchase or redeem units in line with the signatory mandate held. We recommended that clients provide regular updates of their authorised signatories to Sam Wightman, Fund Services to avoid any delays in being able to purchase or redeem units in the Schroder Exempt Property Unit Trust. 38 Schroder Exempt Property Unit Trust Annual Report and Audited Financial Statements 31 March 2011 Manager Contacts Distributions For queries on secondary market availability: The net income of the Trust, after deduction of all expenses and liabilities (actual, estimated or contingent) of the Trust including any deductions in respect of taxes, is distributed to unitholders in proportion to the number of units held by them. Distributions are calculated on a monthly basis, with the distributions paid to unitholders on the fifteenth working day of the following month. A tax voucher is sent with each distribution and unitholders may make individual claims for repayment of tax. Tom Dorey Head of UK Property Product tom.dorey@schroders.com Direct Line +44 (0)20 7658 3020 Switchboard +44 (0)20 7658 6000 For valuations, to place trades, tax reclaims, dividend/distribution information: Sam Wightman Fund Services SEPUT-clientadministration@schroders.com Direct Line +44 (0)20 7658 3694 Switchboard +44 (0)20 7658 6000 For other related client queries (including performance, quarterly investment reports, audit requests): Hanne Hooton Client Executive propertyqueries@schroders.com Direct Line +44 (0)20 7658 6787 Switchboard +44 (0)20 7658 6000 Katie Nicholson Client Executive propertyqueries@schroders.com Direct Line +44 (0)20 7658 6562 Switchboard +44 (0)20 7658 6000 Fund Codes Code Bloomberg ISIN Lipper Reuters Sedol SCEXPUT LN 000786612 60011163 0786612 Prices for the Schroder Exempt Property Unit Trust can be obtained from http://www.schroders.com/ ukinstitutional/funds/fund-prices. Bid/Offer Spread The bid/offer spread, which at 31 March 2011 stood at 6.25%, reflects the cost per unit of buying and selling properties similar to those held by the Trust. Additional Information The Trust may be suitable for UK tax exempt pension funds and charities who wish to hold a direct property portfolio but do not want to commit the considerable executive time and expertise necessary to organise and supervise such a portfolio and/or are not of a sufficient size to obtain a viable property portfolio with an appropriate spread of risk. The property in the Trust is professionally and actively managed by chartered surveyors employed by the Property Manager, Schroder Property Investment Management Limited. Schroder Investment Management Limited, welcomes the opportunity to meet unitholders, potential unitholders and their advisers to explain more fully the strategy and progress of the Trust. In this regard please contact Schroder Investment Management Limited who can also provide copies of the Trust Deed and supplemental deeds, application forms and latest unit prices, at the address below. Further information can be found on the website www.schroders.com/seput Schroder Exempt Property Unit Trust Schroder Property Investment Management Limited 31 Gresham Street London EC2V 7QA Tel: +44 (0)20 7658 6000 Schroder Property Investment Management Limited is authorised and regulated by the Financial Services Authority. 39 Schroder Exempt Property Unit Trust (“SEPUT” or the “Trust”) was established in 1971 as an open ended property unit trust under UK law. The investment objective of the Trust is to achieve a blend of income and capital growth for investors through investment in UK property. Risk is diversified by the Trust holding a mixed portfolio of retail, office, industrial and other property throughout the UK. The Trust may also hold land and undertake developments as well as use moderate levels of gearing from time to time. Front cover: Chiswick Park, London W4 Investment Objective and Policy The Trust seeks to provide a return of 0.5% per annum (net of fees) above its benchmark (Investment Property Databank UK Pooled Property Fund Indices – All Balanced Funds Median) over rolling three year periods. The Trust may be suitable for UK tax exempt pension funds and charities who wish to hold a direct property portfolio without the commitment of considerable trustee oversight and management expertise. The property in the Trust is professionally and actively managed by chartered surveyors employed by the Property Manager, Schroder Property Investment Management Limited. The Manager welcomes the opportunity to meet unitholders, potential unitholders and their advisers to explain more fully the strategy and progress of the Trust. Please see Manager Contacts on page 39. Schroder Exempt Property Unit Trust Schroder Property Investment Management Limited 31 Gresham Street London EC2V 7QA Tel: +44 (0)20 7658 6000 Further information can be found on the website www.schroders.com/seput www.schroders.com/seput www.schroders.com/seput 31 March 2011 Schroder Exempt Property Unit Trust ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS 31 March 2011 Schroders Exempt Property Unit Trust 31 Gresham Street, London EC2V 7QA www.schroders.com/seput www.schroderproperty.com Schroder Exempt Property Unit Trust Annual Report and Audited Financial Statements