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Property Review
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Joint Ventures Review
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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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