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21 September 2015 - Telford Homes Plc
Acquisition of the regeneration business of United House Developments for £23 million
Telford Homes Plc (AIM:TEF), the London focused residential property developer is delighted to announce that it has acquired the regeneration business of United House Developments ("UHD") on a debt free basis from United House Group Holdings Limited ("UHGH"). The consideration for the acquisition was £22.97 million and this has been entirely funded from the Group's existing cash resources.
The regeneration business of UHD consists of a group of companies that have various interests in four significant development opportunities in North and East London. These development opportunities are City North adjacent to Finsbury Park station, the refurbishment of the Balfron Tower in Poplar, two phases of development at Gallions Quarter near Royal Albert Dock and the regeneration of Chrisp Street Market in Poplar. One employee is transferring from UHGH to Telford Homes with no other central costs, assets or liabilities being acquired. The developments are all at various stages in the planning process but they have the combined potential to add some £500 million to the Group's existing £1 billion development pipeline.
City North is a mixed use development comprising 355 apartments and 109,000 square feet of retail, leisure and office space in a joint venture with the Business Design Centre in Islington. The scheme includes two 23 storey towers linked by a 12 storey terrace building. The site has full planning permission and incorporates plans to improve the facilities at the adjacent Finsbury Park station. Telford Homes will immediately work with the Business Design Centre to ensure that construction can commence in 2016 with completion expected in 2020. The gross development value of City North is in excess of £200 million and the joint venture is therefore expected to add over £100 million to the Group's development pipeline.
Balfron Tower is an iconic 26 storey grade II listed building in Poplar. The project involves the refurbishment of 146 existing homes in a joint venture with Londonewcastle and the owners, Poplar HARCA. The development is subject to receipt of planning permission, and the joint venture has been working with architects Studio Egret West and interior designers Abe Rogers to produce a proposal sympathetic to the heritage of the tower. Allowing for this process, the refurbishment should commence early in 2016 and be completed by 2018. Telford Homes owns a 25 per cent interest in the scheme which is expected to add over £15 million of revenue to the development pipeline.
Gallions Quarter is a multi-phase development adjacent to Gallions Reach DLR station near Royal Albert Dock. The development is controlled by Notting Hill Housing Group ("NHHG") and Telford Homes is acquiring a 50 per cent interest in two of the phases to be developed in partnership with NHHG. NHHG and Telford Homes have already established a strong partnership on many other developments. The first of these phases has a detailed planning consent for 292 new homes subject to signing a section 106 agreement and the other phase has outline consent for a further 254 homes. The area around the Royal Docks is experiencing significant regeneration and substantial commercial investment and will benefit from the new Crossrail station at Custom House, due to open in 2018.
The process through which UHGH is acquiring a legal interest in Gallions Quarter has not yet been completed. The final steps are expected to be concluded shortly and accordingly a proportion of the total acquisition consideration has been deferred and becomes payable on securing the legal interest in the development. Should this condition not be satisfied then the Group will issue a further announcement adjusting the total consideration accordingly and confirming that it is not proceeding with the purchase of the relevant interest in the Gallions Quarter development. Assuming the condition is satisfied the two phases will add over £75 million to the Group's development pipeline. The first phase is expected to commence in 2016 and be completed by 2020 with the remaining phase commencing at that point.
The regeneration of Chrisp Street market is a major development opportunity in partnership with Poplar HARCA. Telford Homes has a longstanding relationship with Poplar HARCA and will now work together with them to further their vision of transforming the area around the existing market square into a new commercial and leisure destination. The development is expected to include several hundred new homes in a location that has recently been announced as one of the Greater London Authority's new Housing Zones. The proposals require substantial consultation with local residents, commercial occupiers, the London Borough of Tower Hamlets and other interested parties. The ultimate acquisition of the development from Poplar HARCA is subject to achieving all necessary consents. The aim is to commence development in 2017 with phased completions anticipated over a seven year construction programme. Poplar HARCA are expected to retain a small interest in the development which has the potential to add over £300 million to the Group's longer term development pipeline.
This acquisition is an excellent fit with the existing business of Telford Homes. All of the developments are in the Group's core area and therefore represent an exciting opportunity to substantially increase the Group's development pipeline in one transaction. For a limited initial investment Telford Homes now has an enhanced longer term strategic pipeline stretching over the next eight years. The Board of Telford Homes looks forward to working with both new and established partners to develop these significant opportunities.
Jon Di-Stefano, Chief Executive of Telford Homes, commented: "Telford Homes is one of the most respected developers in London and we are targeting significant growth over the next ten years. The acquisition of the regeneration business of United House Developments represents an excellent opportunity to make a substantial addition to our development pipeline including longer term strategic opportunities. The four exciting developments being acquired are in locations where housing demand remains strong and we look forward to working with the various partners already involved in the schemes. I would like to thank Rick de Blaby and everyone at United House for their assistance during the last two months and I wish them all the best in the future."
Rick de Blaby, Chief Executive of United House Developments commented: "This transaction completes a wholesale restructuring of the United House Group which started last summer, when we demerged our construction business. United House Group is now in a debt free position and liberated to develop out the balance of our portfolio, whose end value exceeds £150m, and return to our core expertise of delivering bespoke, niche London residential developments upon which we have earned a widely respected reputation. The regeneration schemes which we have nurtured and the relationships we have with our joint venture partners are hugely important and valuable to us, and given the scale of the investment they need going forward, I am confident that in Telford Homes and Jon's team we have passed them into the best possible hands."
Trading update
Telford Homes Plc (AIM:TEF), the London focused residential property developer, is pleased to give the following trading update ahead of its interim results for the six months ended 30 September 2015, which will be released on Wednesday, 2 December 2015.
Highlights
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Profit before tax for the six months to 30 September 2015 expected to more than double compared to the equivalent period last year (H1 2014: £9.4 million)
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Strong forward sold position of over £685 million to be recognised across five financial years (31 March 2015: over £550 million)
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The Group has acquired the regeneration business of United House Developments which has the potential to add some £500 million of revenue to the existing £1 billion development pipeline
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Planning permissions secured at key sites including Caledonian Road (156 homes), Chobham Farm (471 homes) and Redclyffe Road (192 homes)
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Group well on track to deliver growth and profit expectations for the year to 31 March 2016 and beyond
Current trading
Telford Homes remains focused on relatively affordable locations in non-prime inner London where the average price of an open market home is typically between £500 and £800 per square foot. At this price level demand from investors, tenants and owner-occupiers continues to be strong and yet there are still not enough new homes being constructed. Whilst there has been a necessary and expected slowing in demand for prime property, this is a very different market to those in which the Group operates.
The Group has recently opened a new sales and marketing centre in Stratford to give Telford Homes a permanent presence in the heart of its area of operation. The remaining 32 homes at Stratosphere were launched from this centre on 8 October with 18 reservations secured by the end of the first day. Following several successful sales launches in the last six months, the Group's forward sold position currently stands at over £685 million to be recognised across five financial years from the year to 31 March 2016 onwards (31 March 2015: over £550 million).
Legal completions on forward sold homes are also being achieved in line with expectations. These completions are weighted towards the first half of the current financial year and, as a result, the Board anticipates that profit before tax for the six months to 30 September 2015 will more than double compared to the equivalent period last year. Given the forward sold position the Group remains well on track to meet profit expectations for the year to 31 March 2016 and beyond.
Development pipeline
On 21 September 2015 the Group reported that it had acquired the regeneration business of United House Developments. The developments that were acquired in this transaction are all in the Group's core area and have the potential to add some £500 million of revenue to the existing £1 billion development pipeline. As a result of the anticipated timing and phasing of some of the developments, Telford Homes now has an enhanced longer term strategic pipeline stretching over the next eight years and this represents an excellent platform for further investment and future growth.
The Group has also achieved significant success in progressing planning for several of its key developments. The Board is pleased to report that, after an initial delay, full planning permission is in place for 156 homes at Caledonian Road, N1 and work is underway on site. In addition planning permission has been granted in the last few weeks for 471 homes at Chobham Farm, Stratford in partnership with Notting Hill Housing Group and for 192 homes at Redclyffe Road, E6. Both of these were approved at recent planning meetings and are subject to signing the usual legal agreements.
Outlook
The fundamental lack of supply of new homes at an affordable price in London continues to underpin the Group's growth plans over the next few years. In addition demand remains high from all of the Group's typical customers such that the Board continues to be very confident in investing further in the development pipeline. London has a growing economy, an excellent transport network and, given the market dynamics in the Group's operating area, there is nowhere the Board would rather be developing in the foreseeable future.
Jon Di-Stefano, Chief Executive of Telford Homes, commented: "Telford Homes is focused on relatively affordable locations in non-prime inner London where the demand for new homes from investors, tenants and owner-occupiers far exceeds the supply. The Group continues to add to its development pipeline and our recent acquisition of the regeneration business of United House Developments has resulted in an enhanced longer term strategic pipeline stretching over the next eight years. With over £685 million of forward sales secured, Telford Homes remains well on track to meet profit expectations for the year to 31 March 2016 and beyond."
Dear Steph,
Apologies for coming back to you so late in the day. We have had a few similar queries from private shareholders and although you have asked a specific question about earnings and dilution I have set out below a wider rationale for the placing. I hope you don’t mind me covering all the bases at once but it saves me having to pick and choose bits of it depending on each enquiry and you may have had follow up queries on some of these issues.
Why did we do it – the financial reasons
In simple terms to drive the longer term growth of the business it was always likely that we would need additional equity at some point. Our business is capital hungry and a typical larger development can require circa £50 to £80 million between land value and build costs and takes around three years to develop. Therefore the cycle is slow and this means growth eventually slows even with continued forward sales.
Why now rather than later comes down to two factors – opportunities in the market and the profit profile over the next couple of years. To be clear we did not need to raise the equity to fund the United House acquisition. This was very much a land acquisition deal that gave us some assets that were right up our street and enabled us to have a longer term more strategic element to the pipeline for the first time. However it does mean that we have allocated future equity to these developments in our cash flows and therefore inevitably they fill up the pipeline such that we cannot take other opportunities that are out there. So the fact that we had a full pipeline but could see more opportunities in a positive market was a significant factor in the timing.
Additionally we have an issue with profit timings in relation to 2017 and I am sure this has not helped the share price in recent months. Despite the long term nature of our developments there are ways of bringing profit recognition forward where homes are built under construction contracts. No doubt you have already noticed that we have started to talk about selling developments to institutions for PRS and this is becoming a hot topic for the industry as a whole. From our point of view this is not of interest because it accelerates profit recognition but instead because it represents an exciting new string to our bow. Nevertheless it has the benefit of earlier profit recognition and of course enhanced returns on equity due to the payment profile.
We are now seriously pursuing PRS possibilities and as a result we are currently marketing Caledonian Road to potential buyers on this basis. This is public knowledge as it has been in the market for a few weeks now. This and any other PRS deals would bring profits forward which if they cannot be replaced quickly enough just leaves a hole in the profit growth further out – i.e. robbing one year to pay another.
.The placing should enable us to smooth that impact by acquiring new sites more swiftly and therefore I believe that a combination of the placing and a couple of PRS sales would enable us to return to a broadly increasing profit growth profile from now onwards. Clearly this is not assured at this point but we have some confidence in the PRS market given our current marketing exploits.
We have previously talked about doubling profits from £19.2m in 2014 to circa £40m by 2018 and then growing from there. With the benefit of the placing plus initial PRS sales we can achieve at least that by 2018 with a smoother growth profile than currently forecast. This in the context of needing to spend the placing money and then build the developments before most of the real profit value comes in. Beyond 2018 we expect it to mean that we can continue to grow every year with no periods of stagnation while we wait for our existing capital to turn round in the development cycle. This we have broadly set out as £45 million growing towards £60 million and I appreciate you may consider these targets to be undemanding. Please consider that there is natural prudence required in forecasting that far ahead and a lot can happen in five years. We are not assuming for now that we perpetuate the sale of more developments to PRS investors further into the future and if we did do that then it would of course continue to bring profit recognition forward in later years.
We do not know what the future holds but as a result of this placing we believe that not only do we have the potential to remove a short term dip in our profit forecasts but also to ensure that our long term profit earning potential is significantly improved. Alongside this we have a stronger balance sheet and an improved net asset value per share. I believe that any housebuilder should be valued based on a hybrid of earnings potential and net asset value. We of course have a lot of our assets forward sold which also secures some of the enhanced future value.
A final point here is that this is a significant equity raise in the context of our size and is aimed at preventing the need to return to the market for more money in the coming years.
Why not just use debt?
We already have a very flexible, relatively cheap £180 million facility and we will still use it over the coming years. In fact we expect to increase it in the future. However banks themselves do not like our gearing to be too high and reducing it gives them greater confidence. In addition investors are much more negative on the issue and it frequently comes up in institutional meetings. Our peer group of course are relatively ungeared although we are of a different scale to them. High gearing holds our share price back because people see risk in debt.
... High gearing holds our share price back because people see risk in debt. We agree with this in terms of needing to reduce longer term reliance on debt and although we still expect short term gearing to increase we are conscious of needing to reduce it in later years even if it is at the expense of some potential additional earnings growth that could be achieved by throwing caution to the wind and ignoring all other views on risk.
Why not a rights issue or an open offer?
I am well aware that not having the opportunity to buy at 360 pence is frustrating and annoying for private investors. As I have said before the directors are in the same boat in terms of dilution and there were a number of reasons why we chose a placing.
Firstly we have quite a narrow institutional shareholder base in terms of large institutions but we do have lots of retail investors and small funds involved. Directors, related parties and share schemes own circa 20% and could not have taken part in a rights issue (timing and availability of funds). In addition some of our institutional shareholders (or the relevant fund managers) have been trying to sell some of their shares over the last 18 months due to issues with their funds - not I must add due to a problem with us. They are trying to reduce their holding not increase and accordingly they have not taken shares in the placing. In addition rights issues rarely get taken up by a large proportion of private or retail holders due to the nature of the holding and the potential cost involved. In short we were not confident we could raise the money from existing shareholders and a failed rights issue would have been a significant negative for the company.
A rights issue also takes time and that is dangerous when raising money. Sentiment is a big part of trying to encourage new holders to come in and in an industry that everyone sees as cyclical you are never far from a bad press day or an analyst publishing a negative report even if you don’t agree with it. Housebuilder sentiment appears to have worsened in the last few days and I am sure it would be more difficult to raise the money now.
The money has been raised from over 30 different institutions and the majority of these are new shareholders many with the potential to add to their holding in the future. This should improve liquidity in the shares which has been a bit of an issue of late and I think holds back the price even when good news is announced. I appreciate some of them can sell for a profit in the future and we may never see them again but I believe we have increased the number of long term holders and therefore those who may take up the slack when others are selling. New institutional holders want to start with a reasonable position and rarely pick up scraps as their first acquisition.
Why £3.60?
Some of this is answered by the sentiment issue above and the fact that we were dealing with new holders looking for an entry price and not so many existing holders trying to mitigate the dilution. Again we are well aware this is a dilutive price but I believe the benefits will be worth it and we are all shareholders alongside you. In context the dilutive effect of the shares at £3.60 is to reduce existing holders to circa 81.4% of the ownership. Raising £50 million at say £4.10 (the closing price the day before) would have increased this residual holding by less than 2% to 83.3%. Granted an important difference but not so significant and hence why we proceeded at that price. As you know we are also intending to offset the dilution in the dividend for the next couple of years.
What are we doing with the money?
We have already said that we expect to commit the funds within one year and utilise them in full within two (the distinction being committing subject to planning and then paying upon receipt of a consent). We have not announced any of the likely acquisitions at this point and we have to secure them in contract before we do. All I will say is that we have several long term partners bringing sites to the market and whilst we will not win them all we definitely did not want to be telling them that we did not have the money to bid in the first place. The long term dynamics of our market are too good to be doing that whilst also damaging our standing in terms of future land buying.
My apologies for this lengthy email and in addition I am aware that I have not answered your specific query in the way you wanted due to restrictions on what I can tell you regarding future forecasts. I hope however that it helps you to understand what we have done and why. We firmly believe it is for the good of all shareholders.
Don’t hesitate to get in touch if you have any other queries.
Kind regards,
Jon