
Property Review
Commercial Property Market Summary
Principal Investment Properties
Joint Ventures Review
Valuation Certificate
Intruction to Valuers

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Joint Ventures Review
Introduction
British Land has 12 active joint ventures which hold £2.4 billion (2003:
£2.8 billion) of properties in the principal areas of retail, office and
development. British Land’s share of £1.2 billion (2003: £1.4 billion), is
financed to the extent of £530 million (2003: £632 million) by external net
debt, without recourse to British Land (2003: £12 million guaranteed).
The net investment in joint ventures at the year end is £658 million
(2003: £700 million).
Joint venture model
All British Land’s joint ventures share a common framework:
- the separate joint venture entity is controlled on a 50:50 basis by
a board on which each partner is equally represented (with no casting
votes);
- the joint venture is established with a specific term, at the expiry of
which, unless otherwise agreed, it will terminate in accordance with
the terms agreed at the outset. There are, however, provisions for early
termination if the partners reach deadlock; and
- the joint venture is funded by a varying combination of equity and
subordinated loans from the joint venture partners and external debt.
British Land has proven its sustained ability to work constructively with
other major companies, and its reputation enables it to continue to attract
new ventures.
Joint venture rationale
Joint ventures benefit British Land because:
- they have provided access to desirable properties that were not on
the market and enhance negotiations with tenants across a greater
number of locations;
- they are able to raise finance on the strength of their own balance
sheets with minimal or no support from either partner, thereby significantly
lowering the initial equity investments and enhancing the
returns on capital;
- they restrict the risks associated with a specific property investment
or development by sharing the investment with a partner; and
- British Land earns fees from services provided to joint ventures.
Joint venture activity
The key activities of the joint ventures during the year were:
- the establishment in March 2004 of the Scottish Retail Property
Limited Partnership, a new joint venture with Land Securities PLC, to
encompass the principal shopping centres in both Aberdeen and
East Kilbride;
- the creation of BL Rosemound Limited Partnership in March 2004, a
new joint venture with Rosemound Developments, which will develop
distribution and warehouse accommodation on land acquired at
Daventry International Rail Freight Terminal, adjacent to the M1
motorway;
- the renewal and refinancing of BLT Properties Limited, and the
extension to at least 2030 of all the leases to Tesco, as well as the
financing of The Tesco British Land Property Partnership;
- the acquisition in November 2003 of the 50% interest in BL Universal
from the joint venture partner, GUS plc. BL Universal is now a wholly
owned subsidiary of British Land;
- British Land acquired a majority controlling interest in the BVP
Developments joint venture, from ProLogis Developments in
December 2003;
- The Public House Company continued with its programme of auction
sales, in which 30 public houses were profitably sold in the year,
raising £41million; and
- British Land’s interest in the Cherrywood joint venture, comprising
the Dublin mixed use development, was sold in April 2003 to Dunloe
Ewart, the joint venture partner.
The outline profit and loss account and balance sheet information for
the major joint ventures is set out later in this report.
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| Summary of British Land’s share in joint ventures |
| |
| |
|
2004
£m |
|
2003
£m |
|
Change
£m |
|
| Profit and loss account |
| Gross rental income |
|
78.9 |
|
102.2 |
|
(23.3) |
|
| Operating profit |
|
67.5 |
|
92.3 |
|
(24.8) |
| Disposal of fixed assets |
|
7.4 |
|
20.4 |
|
(13.0) |
| Net interest – external |
|
(40.0) |
|
(56.4) |
|
16.4 |
| Net interest – shareholders |
|
(6.6) |
|
(8.9) |
|
2.3 |
|
| Profit before tax |
|
28.3 |
|
47.4 |
|
(19.1) |
|
| |
| Balance sheet |
| Gross assets |
|
1,299.8 |
|
1,470.3 |
|
(170.5) |
| Gross liabilities |
|
(641.6) |
|
(770.1) |
|
128.5 |
|
| Net investment |
|
658.2 |
|
700.2 |
|
(42.0) |
|
| Number of active joint ventures |
|
12 |
|
12 |
|
|
|
The Scottish Retail Property Limited Partnership
JV Partner: Land Securities Group PLC
Date established: March 2004
Portfolio value: £487m, comprising shopping centres in Aberdeen and East Kilbride.
Annualised net rent: £30m
Finance: No external finance
Value of British Land net investments: £252m
The joint venture properties comprise over 130,000 sq m (1.4 million
sq ft) of retail space in major shopping centres: St Nicholas Centre
and Bon Accord Centre, Aberdeen and Centre West, Plaza Centre,
The Olympia and Princes Mall, East Kilbride.
The Partnership will produce a joint development plan for the centres
to provide an enhanced environment for both shoppers and retailers.
The partners will increase their ability to attract and service high quality
tenants and maximise the long-term value of the centres.
| Principal Properties |
|
|
|
Area sq m |
|
| Shopping Centres |
|
Aberdeen, St Nicholas Centre |
|
City centre shopping centre |
|
11,750 |
| Shopping Centres |
|
Bon Accord, Aberdeen |
|
City centre shopping centre (long leasehold) |
|
31,000 |
| Shopping Centres |
|
East Kilbride, Centre West |
|
City centre shopping centre |
|
26,000 |
| Shopping Centres |
|
East Kilbride, Princes Mall |
|
City centre shopping centre |
|
14,000 |
| Shopping Centres |
|
East Kilbride, The Olympia |
|
City centre shopping centre |
|
32,500 |
| Shopping Centres |
|
East Kilbride, The Plaza Centre |
|
City centre shopping centre with offices above |
|
43,000 |
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Joint ventures with Tesco PLC
British Land has three joint ventures with Tesco PLC, which together own £798 million of retail properties, comprising 13 superstores, four retail parks
and four shopping centres anchored by Tesco stores.
BLT Properties
JV Partner: Tesco PLC
Date established: November 1996
Portfolio value: £254m, comprising two retail parks and eight Tesco superstores
Annualised net rent: £15m
Finance: £185m loan provided by a syndicate of banks, without recourse to the joint venture partners
Value of British Land net investment: £44m
One of the first joint ventures, BLT has been active in extending the
properties, increasing the investment by making capital contributions to
the cost of development, and achieving increases in rental income.
During the year, the extension programme has continued; it is
anticipated that the extension at Formby will be completed shortly.
Extension and development options are being evaluated on four
further stores.
In November 2003, the joint venture reached the end of its initial seven
year term and was renewed for a further seven years. The leases to Tesco
were all extended by an additional ten years, now to expire after 2030.
The joint venture was also refinanced with a new term loan of £185
million to repay the previous bank loan of £110 million and the surplus
was returned to the shareholders.
| Principal Properties |
|
|
|
Area sq m |
|
| Supermarkets |
|
Ashford, Tesco |
|
Out of town store with petrol filling station |
|
7,100 |
| Supermarkets |
|
Barnstaple, Tesco |
|
Out of town store with petrol filling station |
|
5,800 |
| Supermarkets |
|
Bristol, Brislington, Tesco |
|
Out of town store with petrol filling station |
|
8,400 |
| Supermarkets |
|
Feltham, Tesco |
|
Suburban store with a petrol filling station |
|
5,800 |
| Supermarkets |
|
Formby, Tesco |
|
Suburban store with petrol filling station |
|
5,000 |
| Supermarkets |
|
Newton Abbot, Tesco |
|
Out of town store with a petrol filling station |
|
6,600 |
| Supermarkets |
|
Nottingham, Bulwell, Tesco |
|
Suburban store with a petrol filling station |
|
4,900 |
| Supermarkets |
|
Pontypridd, Tesco |
|
Out of town store with a petrol filling station |
|
7,100 |
| Retail Warehouses |
|
Newport, Harlech Retail Park |
|
Suburban retail park including a Tesco store of 4,747 sq m and a petrol filling station |
|
15,100 |
| Retail Warehouses |
|
Plymouth, Marsh Mills Retail Park |
|
Out of town retail park |
|
10,400 |
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Tesco British Land Property Partnership
JV Partner: Tesco PLC
Date established: February 1998
Portfolio value: £129m, being two shopping centres anchored by Tesco
Annualised net rent: £9m
Finance: £87m loan from Danske Bank A/S, with recourse only to the partnership assets
Value of British Land net investment: £15m
The partnership with Tesco was originally established to acquire 12 retail
properties from the partners, and in November 1999 it sold nine
properties to the newly formed Tesco BL Holdings, retaining three
properties, one of which was sold in 2001.
The remaining two properties are now undergoing a significant
programme of refurbishment. At Weston Favell, Northampton, an
extension adding 6,000 sq m (65,000 sq ft) has recently been
completed and is almost all let or under offer. Following completion of
the successful extension at Beaumont Leys, Leicester, a redevelopment
of one of the malls is now under construction and will become a new
purpose-built Wilkinson store. During the year the Partnership also
funded a small extension of 240 sq m (2,600 sq ft) to the Tesco store.
In March 2004, the Partnership raised a new bank loan of £87.2
million, enabling the partners to extract these funds in repayment of
their capital (see note 26 ).
| Principal Properties |
|
|
|
Area sq m |
|
| Shopping Centres |
|
Leicester, Beaumont Leys Shopping Centre |
|
District shopping centre including a Tesco store of 11,700 sq m and a petrol filling station |
|
26,800 |
| Shopping Centres |
|
Northampton, Weston Favell Shopping Centre |
|
District shopping centre including a Tesco store of 13,500 sq m and a petrol filling station |
|
27,900 |
Tesco BL Holdings
JV Partner: Tesco PLC
Date established: November 1999
Portfolio value: £415m, comprising two retail parks and two shopping centres each anchored by Tesco, and five Tesco supermarkets
Annualised net rent: £25m
Finance: £210m loan provided by a syndicate of banks, led by WestLB,
without recourse to the joint venture partners
Value of British Land net investment: £103m
This joint venture was established to acquire nine properties from
The Tesco British Land Property Partnership in November 1999. The
properties are actively managed and the joint venture is currently funding
a 230 sq m (2,500 sq ft) extension to the Tesco store in Bury.
During the year rent reviews have been successfully settled by
agreement on the stores at Bury and Maidstone. Additionally, the rent
review of the Tesco store at Milton Keynes was determined by an
independent expert and achieved a 62% increase over the previous rent.
| Principal Properties |
|
|
|
Area sq m |
|
| Shopping Centres |
|
Londonderry, Lisnagelvin Shopping Centre |
|
District shopping centre including a Tesco store of 5,500 sq m and a petrol filling station |
|
9,300 |
| Shopping Centres |
|
Peterborough, Serpentine Green |
|
District shopping centre including a Tesco store of 12,100 sq m and a petrol filling station |
|
27,600 |
| Supermarkets |
|
Ferndown, Tesco |
|
Neighbourhood shopping centre including a Tesco store of 5,800 sq m |
|
7,800 |
| Supermarkets |
|
London E3, Bromley by Bow, Tesco |
|
Suburban store with a petrol filling station |
|
6,300 |
| Supermarkets |
|
London NW10, Neasden, Tesco |
|
Suburban store with a petrol filling station |
|
10,100 |
| Supermarkets |
|
Maidstone, Grove Green, Tesco |
|
Neighbourhood shopping centre including a Tesco store of 3,800 sq m and a petrol filling station |
|
4,700 |
| Supermarkets |
|
Southampton, Bursledon, Tesco |
|
Out of town store with a petrol filling station |
|
9,600 |
| Retail Warehouses |
|
Bury, Woodfields Retail Park |
|
Out of town retail park with Tesco store of 7,800 sq m and a petrol filling station |
|
14,200 |
| Retail Warehouses |
|
Milton Keynes, The Kingston Centre |
|
Out of town retail park including a Tesco store of 12,700 sq metres and a petrol filling station |
|
20,300 |
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BL Davidson
JV Partner: Manny Davidson, his family and family trusts
Date established: September 2001
Portfolio value: £496m, comprising circa 80 properties, principally retail warehouses and Central London offices
Annualised net rent: £29m
Finance: £114m investment, development and working capital loan facilities provided by Royal Bank of Scotland, without recourse to the joint venture partners. The joint venture also has debentures of £124m, and other bank loans totalling £23m
Value of British Land net investment: £103m
This joint venture was established to acquire Asda Property Holdings plc,
which owned a portfolio of properties, principally retail warehousing and
Central London offices.
During the year, the office and retail development programme has been
completed (funded from the RBS facility) and sales with proceeds
totalling £5 million have completed at above valuation. The joint venture
has recently commenced a mixed use development in Leeds.
| Principal Properties |
|
|
|
Area sq m |
|
| Offices – West End |
|
London SW1, Ebury Gate |
|
Office and residential building on basement, ground and six upper floors |
|
4,400 |
| Retail Warehouses |
|
Bradford, Forster Square Retail Park Unit 1-8 |
|
Out of town retail park |
|
10,000 |
| Retail Warehouses |
|
Bradford, Forster Square Retail Park Unit 9-19 |
|
Out of town retail park |
|
12,300 |
| Retail Warehouses |
|
Cwmbran, Retail Park |
|
Out of town retail park |
|
11,700 |
| Retail Warehouses |
|
Doncaster, Wheatley Centre |
|
Out of town retail park |
|
16,500 |
| Retail Warehouses |
|
Eastleigh, Retail Park |
|
Out of town retail park |
|
5,600 |
| Retail Warehouses |
|
Kingston-Upon-Hull, Kingswood Retail Park |
|
Out of town retail park |
|
12,000 |
| Retail Warehouses |
|
Mansfield, St Peter's Retail Park |
|
Out of town retail park |
|
7,400 |
| Retail Warehouses |
|
Woking, Lion Retail Park |
|
Out of town retail park |
|
7,200 |
| Retail |
|
Solihull, 20-66 Station Road |
|
Retail and residential units |
|
3,700 |
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BLWest companies
JV Partners: WestLB, WestImmo and Provinzial (together 50%)
Date established: September 2000
Portfolio value: £314m, comprising four City office buildings
Annualised net rent: £24m
Finance: £235m bank loan provided by a syndicate, led by WestLB,
without recourse to the joint venture partners
Value of British Land net investment: £38m
In September 2000, British Land sold a 50% interest in four prime city
offices to a joint venture with WestLB, WestImmo and Provinzial. British
Land retains a 50% interest in the venture. The properties, all located
in London EC4, comprised three office buildings developed in 1992:
1 Fleet Place, 10 Fleet Place, 100 New Bridge Street, and Watling House,
Cannon Street EC4, an office building constructed in 1998.
During the year, further rent reviews on 3,800 sq m (41,000 sq ft) resulted
in a net increase in rent of £0.2 million per annum. Lettings, lease
regearings and extensions were completed on a further 18,200 sq m
(196,000 sq ft) which improved the property valuation.
In April 2004, the properties at 100 New Bridge Street and Watling
House were sold for total consideration of £151 million, and the related
bank debt was repaid.
| Principal Properties |
|
|
|
Area sq m |
|
| Offices – City |
|
London EC4, 1 Fleet Place |
|
Three office buildings on basement, ground and up to nine upper floors
with basement and ground floor retail |
|
15,600 |
| Offices – City |
|
London EC4, 10 Fleet Place |
|
Office building on ground and nine upper floors |
|
17,000 |
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BL Fraser
JV Partner: House of Fraser PLC
Date established: July 1999
Portfolio value: £256m, comprising 13 department stores
Annualised net rent: £13m
Finance: £140m loan provided by a syndicate of banks, led by Eurohypo,
without recourse to the joint venture partners
Value of British Land net investment: £56m
This joint venture was established to acquire and leaseback 15 House of
Fraser freehold and long leasehold department stores, mostly in major
provincial towns and cities. The joint venture purchased a further store in
Bristol from Bentalls, funded a significant redevelopment of the Guildford
store resulting in higher rental income for the joint venture, and profitably
sold the stores in Doncaster and Perth.
All properties are let on 40 year full repairing and insuring leases to
House of Fraser with minimum guaranteed uplifts for the first two rent
reviews, based on the higher of 3% per annum uplift (since 1999) or
open market value. The first of these reviews occurs in July 2004.
During the year, the store in Darlington was sold significantly above
valuation and funds were returned to the shareholders.
| Principal Properties |
|
|
|
Area sq m |
|
| Retail |
|
Bristol, Horsefair |
|
House of Fraser Department store |
|
26,000 |
| Retail |
|
Camberley, Park Street & Princess Way |
|
House of Fraser Department store |
|
11,400 |
| Retail |
|
Cardiff, St Mary's Street & Trinity Street |
|
House of Fraser Department store |
|
26,000 |
| Retail |
|
Carlisle, 26-40 English Street |
|
House of Fraser Department store |
|
8,900 |
| Retail |
|
Chichester, West Street |
|
House of Fraser Department store |
|
6,500 |
| Retail |
|
Grimsby, Victoria Street West |
|
House of Fraser Department store |
|
8,500 |
| Retail |
|
Guildford, 105-113 High Street |
|
House of Fraser Department store |
|
15,400 |
| Retail |
|
Hull, 1 Paragon Square |
|
House of Fraser Department store |
|
17,500 |
| Retail |
|
Leamington Spa, 78-86 The Parade |
|
House of Fraser Department store |
|
9,300 |
| Retail |
|
Leeds, 138-142 Briggate |
|
House of Fraser Department store |
|
10,700 |
| Retail |
|
Lincoln, 226-231 High Street |
|
House of Fraser Department store |
|
7,600 |
| Retail |
|
Middlesbrough, 37 Linthorpe Road |
|
House of Fraser Department store |
|
12,100 |
| Retail |
|
Plymouth, 40-46 Royal Parade |
|
House of Fraser Department store |
|
17,100 |
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The Public House Company
JV Partner: Scottish & Newcastle plc
Date established: April 1995
Portfolio value: £23m, comprising 19 public houses
Annualised net rent: £1.5m
Finance: Repaid in full
Value of British Land net investment: £22m
During the year, a further 30 public houses were sold at auction, realising £41million, well above valuation.
G. E. H. Properties Limited
JV Partners: Conran Holdings Limited and Wyndham International
Date established: November 1999
Portfolio value: £20m, comprising the Great Eastern Hotel
Annualised net rent: £1m
Finance: No external finance
Value of British Land net investment: £10m
The joint venture retains a 125 year head lease in the recently refurbished 267 bedroom hotel and restaurants complex at Broadgate.
Blythe Valley Innovation Centre Limited
JV Partners: Solihull Metropolitan Borough Council
Date established: June 1999
Portfolio value: £5m
Annualised net rent: £0.3m
Finance: £1m loan provided by Lloyds Bank, without recourse to the joint venture partners
Value of British Land net investment: £1m
The joint venture owns the Innovation Centre, run by Warwick University, at Blythe Valley business park.
The centre offers facilities for start-up businesses.
BL Gazeley
JV Partner: Gazeley Properties
Date established: January 2001
Portfolio: £19m, comprising two development properties
Annualised net rent: £nil
Finance: No external finance
Value of British Land net investment: £7m
This joint venture, funded by the shareholders, has acquired development
sites at Thatcham, Redditch and Enfield, providing principally
distribution warehouse accommodation.
Following the successful development and sale of the first phase
at Thatcham (a 33,070 sq m/356,000 sq ft distribution unit pre-let
to Scottish & Newcastle), the joint venture has now commenced the development of the remaining site to provide a distribution warehouse
of 23,690 sq m (255,000 sq ft), due for completion in September 2004.
At Enfield, the joint venture has completed and let over 36,880 sq m
(397,000 sq ft) of distribution units and subsequently sold the
investment. At Redditch, the company has agreed terms for the sale
of two small plots.
BL Rosemound Limited Partnership
JV Partner: Rosemound Developments
Date established: March 2004
Portfolio: £29m, comprising development land
Annualised net rent: £nil
Finance: £20m loan facility provided by Bank of Scotland, without recourse to the joint venture partners
Value of British Land net investment: £7m
This joint venture was set up to acquire and develop 30 hectares
(74 acres) of land at Daventry International Rail Freight Terminal, at
junction 18 of the M1 motorway. The land has outline planning consent
for 130,000 sq m (1.4 million sq ft) of distribution warehouse accommodation
over four sites. Detailed planning consent has subsequently
been obtained for a 67,350 sq m (725,000 sq ft) distribution unit on
the central site.
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