Well, good morning. Thank you very much for joining us today for what are Capco's final results. Primarily today is a 2022 annual results presentation. It's gonna be in two parts. I'm gonna just start with an overview, and then I'll provide a brief update on Shaftesbury Capital. You'll appreciate that we have a live prospectus. We're still in an offer period. We've been subject to the CMA review process, for which we received clearance last week. We're therefore somewhat restricted in what we're able to say about Shaftesbury Capital and the transaction to what's already in the public domain. The court meeting for the Shaftesbury scheme of arrangement is actually scheduled for tomorrow. We're looking forward to completion and the merger on Monday, March the sixth. Just a little bit about the West End.
You know, London is a leading global city, continues to attract talent and investment from all over the world. At the heart of the capital is the West End. It's a world-class, high footfall retail, hospitality, and leisure destination, and it's home to an unrivaled concentration of entertainment and cultural attractions. Covent Garden and the West End have demonstrated remarkable resilience and a strong recovery post-pandemic in footfall and in trading conditions. The return of international visitors is contributing to strong trading performance. Also, things like the addition of the Elizabeth line, very much improved accessibility into the West End for millions of visitors. I think you'll see from the results that there's a positive momentum at Covent Garden, with strong demand, high occupancy, and rent collections back to pre-pandemic levels.
The active approach that we've taken has generated rental growth across all uses. Customer sales are tracking around 7.5% ahead of 2019, although rents are still 19% below their previous levels. Pleased to say that the positive leasing pipeline that was captured last year has continued into 2023. There's been strong operational performance in 2022. Total property valuation remained broadly unchanged at GBP 1.8 billion. Covent Garden generated a 6% ERV improvement, although valuations were flat in the year due to an outward shift in yields in the second half. Total property return was 2.8%. NTA decreased to GBP 1.82 per share, this reflected the Shaftesbury share price at the year-end.
23% growth in underlying net rental income resulted in underlying earnings of GBP 0.022 per share. The directors declared an enhanced dividend of two and a half pence per share, which takes account of the Shaftesbury dividend income which we received in February. You'll appreciate that we have a strong balance sheet, low gearing, with high access to liquidity. Very pleased in the year that we've made good progress on some of our sustainability targets, particularly becoming Net Zero Carbon by 2030. During the year, we joined the UN Race to Zero, we were recognized as a climate leader in the Financial Times survey, which we're very pleased about. We continue to improve energy efficiency and therefore EPC ratings across the properties through incremental refurbishment activities.
We do participate in a number of sustainability indices, and we continue to focus on investing in high-quality public realm, improving air quality, mainly in the Covent Garden area, and also supporting the community in which we invest in Covent Garden. You know, overall, it's been a very busy year. I'm very pleased with performance on a number of levels, it wouldn't have happened without the really hard work of our team. They've been incredibly professional, incredibly committed throughout the year, and we'd really like to show our appreciation to them. It's genuinely contributed to the strong performance on the ground at Covent Garden and in other aspects of the business. On that note, Going the wrong way. Hand over to Situl for the financial review.
Thank you, Ian. Good morning, everyone. I'll take you through the financial highlights for 2022, starting with the income statement. Underlying net rent income has increased significantly to GBP 57.2 million, driven by leasing activity and an improved trading backdrop for our customers. This includes a reversal in Expected Credit Loss compared with a charge in 2021. Rent collection was 99% for the year. Prior year numbers have been adjusted following the IFRIC agenda decision released in October 2022. In particular, certain rent concessions granted during the pandemic are now treated as forgiveness under IFRS 9 rather than lease modifications under IFRS 16. The lower balance of tenant lease incentives should result in reduced non-cash charges in future years. This is expected to benefit net rental income on an accounting basis by approximately GBP 2.5 million in 2023.
As you'll expect, there has been significant upward pressure on admin costs. This includes the impact of more normalized levels of activity and increased people costs, primarily the variable component, including share option charges. In addition, GBP 14.6 million of non-underlying costs have been incurred in connection with the merger. There was a significant fall in finance costs in the second half, driven by debt repayments during the year. Finance income of GBP 2.6 million was generated on cash deposits and interest rate collars. Together with higher dividend income, these factors contributed to an increase in underlying earnings to GBP 18.6 million. The second interim dividend of 1.7 pence, which includes the Shaftesbury dividend received post-year-end, brings the total to the year to 2.5 pence per share.
This chart illustrates the opportunity to capture additional cash income of GBP 19 million, which is the current gap between gross income on the left and the ERV on the right. Gross income increased by 8% during the year, reflecting strong leasing activity ahead of ERV. Rental growth has accelerated 6%, taking ERV to GBP 81 million, which is well below pre-pandemic levels. Turning to the balance sheet, the valuation of Covent Garden was broadly unchanged overall, with rental growth being balanced against a widening of the cap rate by 19 basis points. The Shaftesbury investment reflects the share price of 368 pence, representing the single largest area of movements over the year. Net debt of GBP 622 million resulted in overall leverage of 28%, and loans value at Covent Garden was 21%.
At the year-end, EPRA net assets were 182 pence per share. Most of the year on new year movement in NTA per share is accounted for by the 28 pence contribution from the Shaftesbury investment. This reflects the movement in the share price rather than underlying asset values. On completion of the merger, taking into account the consolidation of Shaftesbury and other adjustments, the pro forma NTA of Shaftesbury Capital is 192 pence per share. This chart summarizes the main movements in cash over the year. The combined effect of operating items, dividends, and CapEx was broadly neutral. The reduction in cash to GBP 123 million is largely a function of debt repayments and non-underlying expenses, including the make-whole cost on the private placements. The group had access to GBP 423 million of liquidity.
We have maintained significant client financial flexibility throughout the period with low leverage and access to ample liquidity. Activity in 2022 included extension of the RCF by a year to September 2025, prepayments of GBP 200 million of debt, and arrangement of the standby loan facility in connection with the merger. Through a combination of all drawn debt being fixed, our cash deposits and hedging arrangements, finance costs are currently well protected against movements in interest rates. To summarize, with positive momentum in operating metrics and through our asset management initiatives, rental income is well positioned for growth. We will continue to focus on capital management and cost efficiency. Together, these levers will enable growth in underlying earnings and progression in dividend distributions over time. We will maintain a strong balance sheet, positioning the Group to act on growth and investment opportunities.
With that, I will now hand over to Michelle.
Thank you, Situl, and good morning, everyone. There's been strong momentum across the Covent Garden portfolio. Rents have grown during the year with good leasing activity across all uses, and ERVs are up 6%. Occupational demand has been strong, with 71 leasing transactions securing GBP 10 million of income, 13% ahead of December 2021 ERV and well in excess of previous passing rents. A 25 basis point outward yield movement to 4.07% in the second half resulted in an unchanged valuation for the year. Gross income increased by 8% to GBP 62 million. We continue to operate with tight vacancy, actively managing our portfolio, resulting in 14 new brands introduced to the estate. Our hospitality and retail customers had a successful Christmas, and we had a positive start to the year.
Like for like, sales for 2022 were 7.5% ahead of 2019 levels, demonstrating the value of optimizing category selection and customer mix. ERVs have grown across the portfolio, with rental growth having gained momentum since last year. Total ERVs remain 19% below pre-pandemic levels, with significant opportunity to recapture and grow beyond this. Capco's retail and F&B strategy is to attract highly productive brands and concepts relevant to the consumer in targeted categories. As seen on this slide, retail leasing activity was spread across our streets, we also generated 8% ERV growth in the F&B portfolio, reflecting the strength of demand and trading performance in our restaurants. There's a range of price points which enables us to attract brands at different stages in their life cycle, ensuring our mix is varied and relevant.
Our office portfolio is seeing excellent demand, and we're pleased to have set new rental tones from recent refurbishments, and the resi portfolio is fully occupied. Demand continues to polarize towards the best locations, as seen by the strength of activity this year. 40 new brands have signed and 60 new openings have taken place. The data and insights we continue to build from our customers provides us with a rounded view and informs our leasing and investment decisions. Our targeted categories of luxury, premium, and jewelry are amongst the best performing from a customer sales perspective. The proven success of premium retail concepts has generated demand with openings from Tudor and Tag, as well as recent signings from Girard-Perregaux, Messika, and Hublot.
Our F&B offer continues to flourish with Gaucho recently signing on James Street and the Experimental Group opening their new concept STEREO on the Piazza, enhancing the nighttime economy of the district. There's a flurry of upcoming openings, including Mejuri, Creed, HOKA, and UNIQLO will open their flagship store in the spring. We're working through a good pipeline from a range of occupiers with a further GBP 3 million currently under negotiation. These are tracking ahead of ERV, and we're confident we'll convert this into cash income in the coming months. We continue to focus on creating a destination that thrives and how different uses, brands, and location work together to create an attractive environment.
Our dynamic approach to leasing and brand selection focuses on the creation of brand value, understanding consumer behavior and trends, and crucially, how these interplay with experience, culture, and heritage, all within a sustainable vision for our estate. Brands trade off each other's success. We continue to curate a world-class customer lineup to maximize our customers' share of wallet. We believe these skills and priorities create enduring destinations which the occupier of the future places value on over the long term. We've invested in our portfolio through creative asset management initiatives to unlock value whilst improving our buildings and enhancing their environmental performance. Having commenced the refurbishment of 35 King Street and 5/6 Henrietta Street last year, both schemes are now complete. They are fully occupied ahead of schedule and have set a new rental tone of GBP 100 a foot for the office portfolio.
We're now on site with a number of capital initiatives, including schemes on Maiden Lane and Bedford Street, a flagship F&B townhouse on King Street, and an office refurbishment on Long Acre. Combined, these represent approximately GBP 25 million of CapEx over the next 18-24 months. Properties remain tightly held in the district. We take an active approach to investing in our existing buildings, and we're pleased to have acquired the remaining 5% interest in the Royal Opera House Arcade at a cost of GBP 12.9 million. This transaction consolidates our ownership and includes the final unit in the arcade, not currently in our portfolio. We're pleased with the momentum across the business.
We're well set for the year ahead with strong demand, a good pipeline of deals, targeted investment activity, and holistic management of our estate to grow income and ERVs and create value. We very much look forward to touring the estate with you over the coming months. I'll now hand you back to Ian. Thank you.
The second part of the presentation. As you've heard, really from what we've said so far, there really is strong operational momentum at Covent Garden, and that will be carried forward as we look ahead to completing the merger of Capco and Shaftesbury to create the leading Central London mixed-use REIT. The West End has clearly demonstrated its resilience and enduring appeal at the center of one of the world's greatest cities. The merger brings together some fabulous properties, highly complementary properties, to create an impossible-to-replicate portfolio in some of the most iconic destinations across London's West End. We're primarily focused around the Covent Garden area, the Carnaby-Soho area, and Chinatown. You can see on this slide some of the metrics that are available in the public disclosures that we've made so far.
GBP 4.9 billion of property comprising 2.9 million sq ft of lettable space across 670 predominantly freehold buildings with 2,000 individual units. Portfolio is well-balanced. It's split broadly equally between retail, hospitality, and the upper floors offer quality office accommodation and residential uses. It provides a diversified customer mix and income stream with a broad range of unit sizes and rental tones. We feel that appeals to a wide range of occupiers. Priority for us is to deliver on the commitment set out in the prospectus. In combining both companies' strengths and cultures and values, we're intending to take a best-of-both approach. Both companies' employees have a shared passion for the West End. They are very much key to our future success.
There's a wonderful opportunity here to blend the best of both teams and, with greater scale, provide enhanced opportunities for individuals. You know, we're aiming to provide an inclusive and innovative and entrepreneurial culture in which people can thrive and develop, and this will be a very important focus of the combined management team from Monday. The combination will generate both near-term and longer-term benefits, including greater efficiencies and synergies, and a stronger operational platform of scale. Shaftesbury Capital will be financially strong, with modest leverage and significant revenue growth potential, as is shown here, by the difference between annualized gross income of GBP 178 million and the ERV of GBP 227 million, which in itself is actually, well below the pre-pandemic level.
The combination provides greater opportunity to create value through enhanced adjacencies by creating better linkages between the individual properties and ownerships, such as the combined Covent Garden portfolio. We'll maintain a dynamic approach to leasing, targeting complementary high-performing brands and differentiated experiences to ensure that these locations evolve over time. The combination will enable us to leverage insights from our rich data to inform investments and leasing decisions through broader and deeper knowledge. We'll also implement a holistic marketing strategy and take advantage of some of those cross-locational marketing opportunities. There's a shared commitment here to deliver positive environmental and social outcomes through the long-term responsible stewardship of these wonderful places. Through a collaborative approach, we'll support the communities in which we work and ensure that we continue to build close relationships with our occupiers.
We're confident about the long-term prospects of the West End and are focused on generating sustained growth in income and dividends whilst managing debt and cost appropriately. Shaftesbury Capital really is a rare opportunity to invest in an exceptional portfolio of a scale in the listed real estate sector, and we very much look forward to providing more detail in the coming months with a series of analyst investor events that will go on throughout the year. That concludes the formal presentation. We'll now open to questions. Please, can I remind you of the restrictions that we're operating under that I mentioned at the start of the presentation? We'll do our best to answer all your questions.
For those of you that are on the, on the telephone, please let the operator know that you wish to ask a question and we'll come to you. With that, perhaps we can invite a question from the room. There's a microphone.
Good morning, big congratulations on the merger. I know it's must be good to have that approved now. Thank you for the results presentation. Just a couple of questions from me. It's Hemant Kotecha from M&G Investments. On slide number 11, I think it is, which has got the NTA movement. Just mechanically, what happens to the Shaftesbury? At the moment, you've got this big 28 pence downward movement because of the share price. Mechanically, what happens on the 6th of March, even though you're obviously not gonna report on the 6th of March, and the impact it might have on the NTA, please?
Sure. Thanks, Hemant. You're right. The bulk of the movement in the NTA year on year was driven by the decline in the Shaftesbury share price. It was GBP 6.15, I think, at the end of 2021, GBP 3.68 at the end of 2022. That's GBP 0.28 of the GBP 0.31 decline in NAV. That's about last year. Looking ahead, we've included a pro forma NTA of GBP 1.92 per share, and that's really a function of all the transaction adjustments, primarily the consolidation of the Shaftesbury assets, valuation and transaction costs and other adjustments. You're right. It's, in a sense, it's a bit of a temporary effect, and then you then recognize the investment valuation.
That NTA movement and that particular component of it is indicative of the share price movement rather than movements in underlying asset values.
Great. Thank you. Just in terms of the ERV, and obviously it's below the pre-pandemic level, we've obviously had a whole lot of inflation in the, in the period. If you look at the share prices of the luxury retailers, they've really gone sky high. How do you feel about where your ERVs are and what the opportunity might be going forward, please?
Well, as I said it in the presentation, the momentum's there. You know, the valuation ERV, which is provided by the third party in terms of what they think the market value is for the portfolio was 6% up in the year. The actual transaction levels that Michelle's team has achieved, some great brands actually, you know, that's 13% above the start of the year. You know, that demonstrates to us that, you know, there's significant momentum there. That's, that's been carried forward, isn't it?
Yeah.
Into the new year as well. Yeah. Look, I mean, we have to keep doing these good deals and putting on, making sure that Covent Garden is a great place for people to come. I think that momentum is genuine, and I think it's reinforced by international tourism coming back. You know, that is very clear to us. You know, as you walk around the estate, you know, during half term, for instance, it was very busy. You know, so far, so good, I think.
Great. Thank you.
We had a question over nope.
Thanks. I'll jump in. It's Max Nimmo at Numis here. Yeah, maybe just to kind of follow up on that ERV question. In terms of when you speak to the buyers, how aware are they of that, you know, 20% odd gap between where you were in 2019 and where we are today? Is it something that they think about? Is it, you know, is that just kind of anchoring to the past and you just kind of move on? That's not where we are now. That's the first question, just how aware are they of that? Secondly, I appreciate you might not be able to answer this, but if you can, you said you're on a combined entity, talking about having modest leverage.
I think pro forma, you say you're at 31% there, on a combined basis. Should we infer from that that's where you feel quite comfortable with the combined leverage of the business? Thanks.
Do you wanna do the first one?
Yeah. I think your question was, are occupiers aware that.
Sorry, is the valuer aware of that?
Is the valuer-
Yeah. Sorry, apologies. Is the valuer aware of that 20% gap that's there? Are they conscious that that's where ERVs were?
Ye-yes.
Yeah.
I mean, they're very aware of it. They have been valuing the portfolio. You're absolutely right. They are aware. I think what they're encouraged by is that all the movements they've made in the valuation are very much underpinned by the asset management activity that has been undertaken during this period, and they'll continue with that approach as we go through the valuation cycles.
Thanks.
Yeah. The second part was about leverage. Well, you know, these are issues for the new board after Monday. I mean, going into the merger, we're, you know, we're very happy with the condition of our own balance sheet, and we think Shaftesbury Capital will be, you know, very strong, with access to capital enhanced through the scale of the combined organization. I don't know whether you want to answer that, Situl.
I think that's right. The values that we've each had in terms of managing our capital structure, I think we would expect to be consistent, i.e., relatively low leverage, high liquidity, diversification of maturity profile and sources, and also having regard to all those other metrics, such as interest cover, EBITDA multiples, quantum of debt, all of those things. I think that will all be part of the consideration for the new board.
Great. Thank you.
Any other... Yeah. Down the... Oh, we got two mics.
Morning. It's Matthew Saperia from Peel Hunt. I think Knight Frank have said recently about the impending change in business rates and the impact that's gonna have on West End occupiers. Do you have a view on the impact it's gonna have on your customers with regards to their occupancy costs?
Yeah. Well, everything helps, isn't it? Maybe you'd like to comment on the detail for us.
Yeah, of course. Look, anything that... Ian's right. Anything that ultimately reduces the occupancy cost for our tenants is a positive thing. I think it's good news for London, and it's good news, especially for the West End. Just to give you a bit of a sense, when we've looked at it for our portfolio, the reduction is anywhere between 15%-20% in business rates bills. But in certain streets, certain units, it's more than that. And I think the move is very much welcomed by the retail and F&B community. The other thing I would add is that what was previously expected to be downward tapering will now be a bullet reduction. Again, very positive for the West End. Thanks.
Should we just go to anybody on the phone who want to ask a question? We can come back to the room. Do we have one?
If you'd like to ask a question on the phone line, please press star one on your telephone keypad, and please ensure your line is unmuted locally as you will be advised when to ask your question.
No? Okay.
We currently have no questions on the phone line. As one last reminder, please press star one if you'd like to ask a question.
It doesn't seem there's anybody on the on the lines. Any more questions from the room? Look, thank you very much for coming and joining us. very much looking forward to Monday and to seeing you-
Thank you.
...as we progress during the course of the year. Thanks for your attendance. Appreciate it.