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17-06-2025
- Business
- Yahoo
Annual Report and Financial Statements for the year ended 31 March 2025
17 June 2025 Northern Venture Trust PLCAnnual Report and Financial Statements for the year ended 31 March 2025 Northern Venture Trust PLC is a Venture Capital Trust (VCT) advised by Mercia Fund Management Limited. The trust was one of the first VCTs launched on the London Stock Exchange in 1995. It invests mainly in unquoted venture capital holdings and aims to provide long-term tax-free returns to shareholders through a combination of dividend yield and capital growth. Financial highlights (comparative figures as at 31 March 2024): Year ended31 March2025 Year ended31 March2024 Net assets £121.3m £114.8m Net asset value per share 61.5p 60.3p Return per share Revenue 0.4p 0.6p Capital 3.8p 1.2p Total 4.2p 1.8p Dividend per share declared in respect of the period Interim dividend 1.6p 1.6p Proposed final dividend 1.5p 1.6p Total 3.1p 3.2p Return to shareholders since launch Net asset value per share 61.5p 60.3p Cumulative dividends paid per share ^* 195.3p 192.1p Cumulative return per share^ 256.8p 252.4p Mid-market share price at end of period 57.0p 57.5p Share price discount to net asset value 7.3% 4.6% Annualised tax-free dividend yield ^** 5.1% 5.2% * Excluding proposed final dividend payable on 5 September 2025. ** Based on net asset value per share at the start of the period. ^ Definitions of the terms and alternative performance measures used in this report can be found in the glossary of terms in the annual report. Chair's statement OverviewOver the past 12 months, the UK economy has displayed resilience, with inflation easing and interest rates falling, albeit at slower rates than initially forecasted. Uncertainties posed by geopolitical events and conflicts continue to cause volatility in the financial markets, and notably increased following the end of the financial reporting period. It is pleasing to note that the valuation of our unquoted portfolio has increased during the past year. Investment activity remained consistent with the two previous financial years, with £14.3 million invested in six new and 11 existing portfolio companies. Despite the macroeconomic environment, our share offer of £15 million was oversubscribed and I would like to thank existing shareholders for their continued support and warmly welcome new investors. Proceeds from the share offer, together with sales proceeds from investments, mean that the Company is well positioned both to pursue new opportunities to support small and medium businesses and to work with existing portfolio companies to realise their growth plans. Results and dividendIn the year ended 31 March 2025 the Company delivered a return on ordinary activities of 4.2 pence per share (year ended 31 March 2024: 1.8 pence), representing a total return of 7.0% on the opening net asset value (NAV) per share. The NAV per share as at 31 March 2025, after deducting dividends paid during the year of 3.2 pence, was 61.5 pence, compared with 60.3 pence at 31 March 2024. The strong result for the year generated a performance fee to our Adviser of £399,000 (year ended 31 March 2024: £nil). There were six exits in the year, the most notable being Gentronix, sold for net proceeds of £6.1 million compared to an original cost of £1.4 million, a 4.5 times lifetime return. Investment income was higher than the prior period at £2.6 million (year ended 31 March 2024: £2.2 million), which included £0.8 million interest income on realised investments. In 2018 we revised our dividend policy in the light of the new VCT rules for investment introduced in 2015 and 2017, which we expected to result in more volatile returns. We introduced an annualised target dividend yield of 5% of opening NAV, which has been exceeded in every period since. Having already declared an interim dividend of 1.6 pence per share which was paid in January 2025, your Directors now propose a final dividend of 1.5 pence per share. The total of 3.1 pence per share is equivalent to 5.1% of the opening net asset value per share of 60.3 pence. The final dividend, if approved, will be paid on 5 September 2025 to shareholders on the register on 8 August 2025. Our dividend investment scheme, under which dividends can be re-invested in new ordinary shares free of dealing costs and with the benefit of the tax reliefs available on new VCT share subscriptions, continues to operate with around 16% participation during the year. Instructions on how to join the scheme are included within the dividend section of our website, which can be found here: Investment portfolioInvestment activity has remained strong, with £8.9 million of capital provided to six new venture capital investments and £5.4 million of follow-on capital invested into the existing portfolio. We also made progress in realising the Company's mature portfolio acquired under the previous VCT rules with the remaining such investments now totalling £9.4 million (31 March 2024: £16.0 million). The value of the portfolio increased by £5.6 million (2.8 pence per share) in the year, with several portfolio companies enjoying significant growth: Pure Pet Food and Project Glow Topco (t/a The Beauty Tech Group) both increased in value by over £3 million. Against this there were some significant write-downs in the investments in Adludio and Newcells Biotech. Share offers and liquidityIn April 2024 shares related to the second allotment of the 2023/24 share offer, totalling £20 million, were issued. This allotment saw the issuance of 12,234,307 new ordinary shares, yielding gross subscriptions of £7.8 million. As a result of the public share offer launched in January 2025, 24,216,029 new ordinary shares were issued in April 2025, yielding gross proceeds of £15 million. The Board continues to monitor liquidity carefully and plans to raise up to £20 million of new capital in the 2025/26 tax year. Further details will be provided in due course. Share buy-backs We have maintained our policy of being willing to buy back the Company's shares in the market when necessary, in order to maintain liquidity, at a 5% discount to NAV. During the year ended 31 March 2025 a total of 7,272,999 (year ended 31 March 2024: 5,263,205) shares were repurchased by the Company for cancellation at an average price of 56.6 pence (year ended 31 March 2024: 58.0 pence), representing 3.8% (year ended 31 March 2024: 3.2%) of the opening issued share capital. Responsible investmentThe Company is mindful of its Environmental, Social and Governance (ESG) responsibilities and we have outlined our evolving approach in the annual report. VCT legislation and qualifying status We have continued to meet the stringent and complex qualifying conditions laid down by HM Revenue & Customs for maintaining our approval as a VCT. The Investment Adviser monitors the position closely and reports regularly to the Board. Philip Hare & Associates LLP has continued to act as independent adviser to the Company on VCT taxation matters. In September 2024 we were pleased that the extension of the VCT Sunset Clause until 2035 was confirmed. The 'Sunset Clause' is a European state aid requirement which, without extension, would have removed the VCT tax reliefs that investors receive on newly issued VCT shares. Whilst no further amendments to VCT legislation have been announced, it is possible that further changes will be made in the future. We will continue to work closely with the Investment Adviser to maintain compliance with the scheme rules at all times. Investor communicationsThe Board is conscious of its responsibility to communicate transparently and regularly with shareholders. Aside from the recent newsletter, we look forward to welcoming shareholders to our AGM and to our forthcoming investor seminar to be held on 7 October 2025 in London. A copy of the recent newsletter and details of how to register for the October seminar can be found on the Company's website at Audit tender processFollowing a formal and rigorous audit tender process, the Board has resolved that it intends to recommend Johnston Carmichael LLP for appointment as the Company's auditor for the financial year ending 31 March 2026 onwards, subject to shareholder approval at the AGM in 2025. Forvis Mazars will remain the Company's auditor until the AGM in 2025. The Board would like to thank Forvis Mazars LLP for their diligent service over the past five years. Annual General Meeting The Company's AGM will be held at 12:30pm on 5 August 2025. The AGM provides an excellent opportunity for shareholders, the Directors and the Investment Adviser to meet in person, exchange views and comment. We will hold the AGM in person at Fora, 210 Euston Road, London, NW1 2DA. We also intend to offer remote access for shareholders through an online webinar facility for those who would prefer not to travel. Full details and formal notice of the AGM are set out in a separate document. Please note that shareholders attending remotely must register their votes ahead of time, as it will not be possible to count votes from online participants at the AGM. Board successionJohn E Milad joined the Board on 21 August 2024. John brings over 25 years' experience as an executive leader, board member, venture capital investor and investment banker focused on the life sciences and medical technology sectors. He is currently the CEO of ERS Genomics, a licenser of the Nobel Prize-winning CRISPR / Cas9 gene editing technology. Further biographical details for all the Directors can be found in the annual report. We will mark the retirement from the Board of David Mayes at the AGM. David was appointed in November 2014. Over the past decade, he has served the Company and its shareholders with dedication and commitment. On behalf of the Board and our shareholders, I would like to thank David for his valuable contributions and steadfast support to the Company during his tenure. Performance FeeI am pleased to report that the Company's performance over the past financial year has met the threshold required to trigger the payment of a performance fee of £399,000 to the Investment Adviser. This outcome reflects a year of strong execution and value creation within the portfolio, and I would like to extend the Board's thanks to the Adviser's team for delivering results that warrant this reward. The performance fee has been calculated in line with the revised fee structure agreed with shareholders in 2023. Under this framework, which was designed to provide stronger alignment with long-term shareholder value creation, the performance fee payable is broadly comparable to the level that would have been paid under the legacy arrangement. The performance fee is intended to reward the Adviser for delivering sustained solid performance over time. In addition to the performance fee, the Company's co-investment scheme continues to play a vital role in aligning the interests of the Adviser's team with those of our shareholders. Together, these mechanisms provide a well-structured incentive framework that encourages long-term thinking and disciplined capital deployment in the interests of all shareholders. Outlook We are cautiously optimistic of the UK's growth prospects, while remaining aware of and vigilant to the volatility generated from both domestic and global sources. We remain positive about the resilience, diversity and growth potential of the portfolio and its ability to generate long term shareholder value. Deborah Hudson Chair17 June 2025 Income statementfor the year ended 31 March 2025 Year ended 31 March 2025 Year ended 31 March 2024 Revenue£000 Capital£000 Total£000 Revenue£000 Capital£000 Total£000 Gain / (loss) on disposal of investments – 3,555 3,575 – 1,203 1,203 Unrealised fair value gains / (losses) on investments – 5,603 5,603 – 2,499 2,499 – 9,158 9,158 – 3,702 3,702 Dividend and interest income 2,594 – 2,594 2,220 – 2,220 Investment management fee (568) (2,103) (2,671) (516) (1,549) (2,065) Other expenses (600) – (600) (641) – (641) Return before tax 1,426 7,055 8,481 1,063 2,153 3,216 Tax on return (592) 592 – 79 (79) – Return after tax 834 7,647 8,481 1,142 2,074 3,216 Return per share 0.4p 3.8p 4.2p 0.6p 1.2p 1.8p Balance sheetas at 31 March 2025 31 March 2025£000 31 March2024£000 Fixed assets Investments 93,537 82,574 Current assets Debtors 2,895 951 Cash and cash equivalents 25,439 31,497 28,334 32,448 Creditors (amounts falling due within one year) (620) (191) Net current assets 27,714 32,257 Net assets 121,251 114,831 Capital and reserves Called-up equity share capital 49,302 47,615 Share premium 35,348 30,418 Capital redemption reserve 8,476 6,658 Capital reserve 20,451 28,099 Revaluation reserve 6,779 882 Revenue reserve 895 1,159 Total equity shareholders' funds 121,251 114,831 Net asset value per share 61.5p 60.3p Statement of changes in equityfor the year ended 31 March 2025 Non-distributable reserves Distributable reserves Called-up share capital£000 Share premium£000 Capital redemptionreserve£000 Revaluation reserve*£000 Capitalreserve£000 Revenuereserve£000 Total £000 At 31 March 2024 47,615 30,418 6,658 882 28,099 1,159 114,831 Return after tax – – – 5,897 1,750 834 8,481 Dividends paid – – – – (5,282) (1,098) (6,380) Net proceeds of share issues 3,505 4,930 – – – – 8,435 Shares purchased for cancellation (1,818) – 1,818 – (4,116) – (4,116) At 31 March 2025 49,302 35,348 8,476 6,779 20,451 895 121,251 for the year ended 31 March 2024 Non-distributable reserves Distributable reserves Called-up share capital£000 Share premium£000 Capital redemptionreserve£000 Revaluation reserve*£000 Capitalreserve£000 Revenuereserve£000 Total £000 At 31 March 2023 41,230 19,394 5,342 1,698 34,433 400 102,497 Return after tax – – – (816) 2,890 1,142 3,216 Dividends paid – – – – (6,156) (383) (6,539) Net proceeds of share issues 7,701 11,024 – – – – 18,725 Shares purchased for cancellation (1,316) – 1,316 – (3,068) – (3,068) At 31 March 2024 47,615 30,418 6,658 882 28,099 1,159 114,831 Statement of cash flowsfor the year ended 31 March 2025 Year ended31 March 2025£000 Year ended31 March2024£000 Cash flows from operating activities Return before tax 8,481 3,216 Adjustments for: (Gain) / loss on disposal of investments (3,555) (1,203) Movements in fair value of investments (5,603) (2,499) (Increase) / decrease in debtors 58 (103) Increase / (decrease) in creditors 429 8 Net cash inflow / (outflow) from operating activities (190) (581) Cash flows from investing activities Purchase of investments (14,258) (15,351) Proceeds on disposal of investments 10,451 24,310 Net cash inflow / (outflow) from investing activities (3,807) 8,959 Cash flows from financing activities Issue of ordinary shares 8,801 19,353 Share issue expenses (366) (628) Purchase of ordinary shares for cancellation (4,116) (3,068) Equity dividends paid (6,380) (6,539) Net cash inflow / (outflow) from financing activities (2,061) 9,118 Increase / (decrease) in cash and cash equivalents (6,058) 17,496 Cash and cash equivalents at beginning of year 31,497 14,001 Cash and cash equivalents at end of year 25,439 31,497 Investment portfolio31 March 2025 Fifteen largest venture capital investments Cost £000 Valuation £000 Like for like valuation increase / (decrease) over year**£000 % of net assets by value 1 Project Glow Topco (t/a The Beauty Tech Group) 1,686 7,323 3,766 6.0% 2 Pure Pet Food 1,675 6,205 3,301 5.1% 3 Rockar 1,877 3,559 393 2.9% 4 Pimberly 2,060 3,520 41 2.9% 5 Tutora (t/a Tutorful) 3,305 3,305 – 2.7% 6 Forensic Analytics 2,717 2,717 – 2.2% 7 Netacea 2,631 2,631 – 2.2% 8 Biological Preparations Group 2,366 2,620 445 2.2% 9 Ridge Pharma 1,497 2,527 359 2.1% 10 Enate 1,516 2,176 659 1.8% 11 LMC Software 1,950 2,156 207 1.8% 12 Broker Insights 2,076 2,152 68 1.8% 13 Turbine Simulated Cell Technologies 1,863 2,074 22 1.7% 14 Clarilis 1,972 1,972 – 1.6% 15 Semble 1,951 1,951 – 1.6% Other venture capital investments 16 Naitive Technologies 1,836 1,938 104 1.6% 17 Napo 1,933 1,933 – 1.6% 18 Risk Ledger 1,412 1,911 500 1.6% 19 Social Value Portal 1,888 1,888 – 1.5% 20 Administrate 2,906 1,842 (184) 1.5% 21 Send Technology Solutions 1,770 1,838 69 1.5% 22 Moonshot 1,329 1,805 478 1.5% 23 IDOX* 238 1,799 (139) 1.5% 24 Newcells Biotech 3,225 1,777 (1,693) 1.5% 25 Volumatic Holdings 216 1,773 (148) 1.5% 26 Locate Bio 1,753 1,753 – 1.4% 27 VoxPopMe 1,660 1,660 – 1.4% 28 Camena Bioscience 1,594 1,594 – 1.3% 29 Wonderush Ltd (t/a Hownow) 1,421 1,421 – 1.2% 30 Ski Zoom (t/a Heidi Ski) 1,404 1,404 – 1.2% 31 Axis Spine Technologies 1,353 1,357 4 1.1% 32 Buoyant Upholstery 672 1,349 (719) 1.1% 33 Culture AI 1,324 1,324 – 1.1% 34 Duke & Dexter 1,237 1,281 637 1.1% 35 Promethean 1,281 1,281 – 1.1% 36 Optellum 1,276 1,276 – 1.1% 37 Rego Technologies (t/a Upp)(formerly Volo) 2,504 1,104 401 0.9% 38 Centuro Global 1,038 1,038 – 0.9% 39 iOpt 941 1,025 84 0.8% 40 Tozaro (formerly MIP Discovery) 1,025 1,025 – 0.8% 41 Scalpel 976 976 – 0.8% 42 Seahawk Bidco 513 971 (21) 0.8% 43 Wobble Genomics 968 968 – 0.8% 44 Warwick Acoustics 964 964 – 0.8% 45 Oddbox 1,093 869 71 0.7% 46 Synthesized 510 751 240 0.6% 47 Quotevine 1,311 495 495 0.4% 48 Thanksbox (t/a Mo) 1,685 402 (13) 0.3% 49 Atlas Cloud 704 387 (1) 0.3% 50 RTC Group* 436 345 – 0.3% 51 Fresh Approach (UK) Holdings 885 313 (127) 0.3% 52 Sorted 182 241 58 0.2% 53 Arnlea Holdings 1,305 227 (11) 0.2% 54 Sen Corporation 681 141 (156) 0.1% 55 Northrow 1,494 76 (615) 0.1% 56 Angle* 131 36 (9) 0.0% 57 Adludio 2,927 33 (2,904) 0.0% 58 Customs Connect Group 1,525 33 (80) 0.0% 59 Velocity Composites* 90 25 (6) 0.0% Total venture capital investments 86,758 93,537 77.1% Net current assets 27,714 22.9% Net assets 121,251 100.0% * Listed on AIM. ** This change in 'like for like' valuations is a comparison of the 31 March 2025 valuations with the 31 March 2024 valuations (or where a new investment has been made in the year, the investment amount), having adjusted for any partial disposals, loan stock repayments or new and follow-on investments in the year. Risk managementThe Board carries out a regular and robust assessment of the risk environment in which the Company operates and seeks to identify new risks as they emerge. The principal and emerging risks and uncertainties identified by the Board which might affect the Company's business model and future performance, and the steps taken with a view to their mitigation, are as follows: Risk Mitigation Availability of qualifying investments: there can be no guarantee that suitable investment opportunities will be identified in order to meet the Company's objectives, which could have an adverse effect on Investor returns. Additionally, the Company's ability to obtain maximum value from its investments may be limited by the requirements of the relevant VCT Rules in order to maintain the VCT status of the Company. The Investment Adviser has a dedicated investment team that identifies and transacts in qualifying investments. The Directors regularly meet with the Investment Adviser to maintain awareness of the pipeline, and factors this into the Company's fund raising plans. Credit risk: the Company holds a number of financial instruments and cash deposits and is dependent on the counterparties discharging their commitment. Such balances my be held with banks or in money market funds as part of the Company's liquidity management. The Directors review the creditworthiness of the counterparties to these instruments including the rating of money market funds to seek to manage and mitigate exposure to credit risk. Economic and geopolitical risk: events such as economic recession or general fluctuation in stock markets, exchange rates and interest rates, notwithstanding recent lower inflation and falling interest rates, may affect the valuation of investee companies and their ability to access adequate financial resources, as well as affecting the Company's own share price and discount to net asset value. In addition, US trade policy and hostilities in the Middle East and Ukraine (including sanctions on the Russian Federation) may have further economic consequences as a result of market volatility and the restricted access to certain commodities and energy supplies. Such conditions may adversely affect the performance of companies in which the Company has invested (or may invest), which in turn may adversely affect the performance of the Company, and may have an impact on the number or quality of investment opportunities available to the Company and the ability of the Investment Adviser to realise the Company's investments. Any of these factors could have an adverse effect on Investor returns. The Company invests in a diversified portfolio of investments spanning various industry sectors and which are at different stages of growth. The Company maintains sufficient cash reserves to be able to provide additional funding to investee companies where it is appropriate and in the interests of the Company to do so. The Investment Adviser's team is structured such that appropriate monitoring and oversight is undertaken by an experienced investment executive. As part of this oversight, the investment executive will guide and support the board of each unquoted investee company. At all times, and particularly during periods of heightened economic uncertainty, the investment team of the Investment Adviser share best practice from across the portfolio with the investee management teams in order to help with addressing economic challenges. Financial risk: most of the Company's investments involve a medium to long-term commitment and many are illiquid. The Directors consider that it is inappropriate to finance the Company's activities through borrowing except on an occasional short-term basis. Accordingly they seek to maintain a proportion of the Company's assets in cash or cash equivalents in order to be in a position to pursue new unquoted investment opportunities and to make follow-on investments in existing portfolio companies. The Company has very little direct exposure to foreign currency risk and does not enter into derivative transactions. Investment and liquidity risk: the Company invests in early stage companies which may be pre-revenue at the point of investment. Portfolio companies may also require significant funds, through multiple funding rounds to develop their technology or the products being developed may be subject to regulatory approvals before they can be launched into the market. This involves a higher degree of risk and company failure compared to investment in larger companies with established business models. Early stage companies generally have limited product lines, markets and financial resources and may be more dependent on key individuals. The securities of companies in which the Company invests are typically unlisted, making them particularly illiquid and may represent minority stakes, which may cause difficulties in valuing and disposing of the securities. The Company may invest in businesses whose shares are quoted on AIM however this may not mean that they can be readily traded and the spread between the buying and selling prices of such shares may be wide. The Directors aim to limit the investment and liquidity risk through regular monitoring of the investment portfolio and oversight of the Investment Adviser, who is responsible for advising the Board in accordance with the Company's investment objective. The investment and liquidity risks are mitigated through the careful selection, close monitoring and timely realisation of investments, by carrying out rigorous due diligence procedures and maintaining a wide spread of holdings in terms of financing stage and industry sector within the rules of the VCT scheme. The Board reviews the investment portfolio and liquidity with the Investment Adviser on a regular basis. Legislative and regulatory risk: in order to maintain its approval as a VCT, the Company is required to comply with current VCT legislation in the UK. Changes to UK legislation in the future could have an adverse effect on the Company's ability to achieve satisfactory investment returns whilst retaining its VCT approval. The Company is registered with the Financial Conduct Authority (FCA) as a small internally managed AIF and is required to comply with a number of reporting and other regulatory requirements. Failure to comply correctly or changes in the regulatory regime could affect the status of the VCT. The Board and the Investment Adviser monitor political developments and where appropriate seek to make representations either directly or through relevant trade bodies. The Board also works closely with the Adviser to ensure that the Company remains compliant with the relevant regulatory requirements. Operational risk: the Company does not have any employees and the Board relies on a number of third party providers, including the Investment Adviser, registrar and custodian, sponsor, receiving agent, lawyers and tax advisers, to provide it with the necessary services to operate. Such operations delegated to the Company's key service providers may not be performed in a timely or accurate manner, resulting in reputational, regulatory, or financial damage. The risk of cyber-attack or failure of the systems and controls at any of the Company's third party providers may lead to an inability to service shareholder needs adequately, to provide accurate reporting and accounting and to ensure adherence to all VCT legislation rules. The Board has appointed an Audit and Risk Committee, who monitor the effectiveness of the system of internal controls, both financial and non-financial, operated by the Company and the Investment Adviser. These controls are designed to ensure that the Company's assets are safeguarded and that proper accounting records are maintained. Third party suppliers are required to have in place their own risk and controls framework, business continuity plans and the necessary expertise and resources in place to ensure that a high quality service can be maintained even under stressed scenarios. Performance of the Investment Adviser: the successful implementation of the Company's investment policy is dependent on the expertise of the Investment Adviser and its ability to attract and retain suitable staff. The Company's ability to achieve its investment objectives is largely dependent on the performance of the Investment Adviser in the acquisition and disposal of assets and the management of such assets. The Board has broad discretion to monitor the performance of the Investment Adviser and the power to appoint a replacement, but the Investment Adviser's performance or that of any replacement cannot be guaranteed. The Board have both formal reviews by way of the Management Engagement Committee and Board meetings, and informal reviews over the course of the year outside of the formal Board timetable. Performance is closely monitored, including receiving detailed league table information and other market intelligence. Any concerns or suggestions are passed to the Investment Adviser, which are robustly challenged. Stock market risk: a small proportion of the Company's investments are quoted on AIM and will be subject to market fluctuations upwards and downwards. External factors such as terrorist activity, political activity or global health crises, can negatively impact stock markets worldwide. In times of adverse sentiment there may be very little, if any, market demand for shares in smaller companies quoted on AIM. The Company's small number of holdings of quoted investments are actively managed by the Investment Adviser, and the Board keeps the portfolio and the actions taken under ongoing review. VCT qualifying status risk: while it is the intention of the Directors that the Company will be managed so as to continue to qualify as a VCT, there can be no guarantee that this status will be maintained. A failure to continue meeting the qualifying requirements could result in the loss of VCT tax relief, the Company losing its exemption from corporation tax on capital gains, to shareholders being liable to pay income tax on dividends received from the Company and, in certain circumstances, to shareholders being required to repay the initial income tax relief on their investment. The Investment Adviser keeps the Company's VCT qualifying status under continual review and its reports are reviewed by the Board on a quarterly basis. The Board has also retained Philip Hare & Associates LLP to undertake an independent VCT status monitoring role. Other matters The above summary of results for the year ended 31 March 2025 does not constitute statutory financial statements within the meaning of Section 435 of the Companies Act 2006 and has not been delivered to the Registrar of Companies. Statutory financial statements will be filed with the Registrar of Companies in due course; the independent auditor's report on those financial statements under Section 495 of the Companies Act 2006 is unqualified, does not include any reference to matters to which the auditor drew attention by way of emphasis without qualifying the report and does not contain a statement under Section 498 (2) or (3) of the Companies Act 2006. The calculation of the return per share is based on the return after tax for the year of £8,481,000 (2024: £3,216,000) and on 200,018,249 (2024: 179,260,563) shares, being the weighted average number of shares in issue during the period. If approved by shareholders, the proposed final dividend of 1.5 pence per share for the year ended 31 March 2025 will be paid on 5 September 2025 to shareholders on the register at the close of business on 8 August 2025. The full annual report including financial statements for the year ended 31 March 2025 is expected to be made available to shareholders on or around 27 June 2025 and will be available to the public at the registered office of the company at Forward House, 17 High Street, Henley-in-Arden B95 5AA and on the Company's website. The contents of the Mercia Asset Management PLC website and the contents of any website accessible from hyperlinks on the Mercia Asset Management PLC website (or any other website) are not incorporated into, nor form part of, this announcement.
Yahoo
09-06-2025
- Business
- Yahoo
Afya Limited (the "Company") Notice of Annual General Meeting of the Company
NOVA LIMA, Brazil, June 09, 2025--(BUSINESS WIRE)--Notice is hereby given that an Annual General Meeting of the Company (the "AGM") will be held at the offices of Afya Participações S.A., Alameda Oscar Niemeyer, No. 119, 15th Floor, Vila da Serra, Nova Lima, Minas Gerais, Brazil, Zip Code: 34.006-056, and virtually by accessing the following link (password: afya2025), on the 24th day of June 2025 at 10:00 a.m. BRT, for the purpose of considering and, if thought fit, passing and approving the following resolutions: "As an ordinary resolution, that the Company's financial statements and the auditor's report for the fiscal year ended December 31, 2024 be approved and ratified." "As an ordinary resolution, that João Paulo Seibel de Faria be re-appointed as an independent director of the Company with immediate effect to hold office for a two year term in accordance with the Amended and Restated Articles of Association of the Company." "As an ordinary resolution, that Vanessa Claro Lopes be re-appointed as an independent director of the Company with immediate effect to hold office for a two year term in accordance with the Amended and Restated Articles of Association of the Company." "As an ordinary resolution, that Miguel Filisbino Pereira de Paula be re-appointed as an independent director of the Company with immediate effect to hold office for a two year term in accordance with the Amended and Restated Articles of Association of the Company." "As an ordinary resolution, that Marcelo Ken Suhara be re-appointed as an independent director of the Company with immediate effect to hold office for a two year term in accordance with the Amended and Restated Articles of Association of the Company." The AGM will also serve as an opportunity for shareholders to discuss Company affairs with management. Shareholders may participate in the AGM virtually by accessing the following link (password: afya2025). Participation by a shareholder in the AGM in this manner shall be treated as presence in person at the AGM and such shareholder shall be counted in a quorum and entitled to vote in accordance with Article 18.3 of the Articles of Association of the Company. The Board of Directors of the Company (the "Board") has fixed the close of business, BRT, on May 14, 2025, BRT, as the record date (the "Record Date") for determining the shareholders of the Company entitled to receive notice of the AGM or any adjournment thereof. The holders of record of the Class A common shares and the Class B common shares of the Company as at the close of business, BRT, on the Record Date are entitled to receive notice of and attend the AGM and any adjournment thereof. The Company's 2024 Financial Statements for the fiscal year ended December 31, 2024 was filed with the U.S. Securities and Exchange Commission on March 13, 2025 (the "Financial Statements"). Shareholders may obtain a copy of the Financial Statements, free of charge, from the Company's website at or by contacting the Company's Investor Relations Department by email at ir@ The Board recommends that shareholders of the Company vote "FOR" the resolutions at the AGM. Your vote is very important to the Company. Whether or not you plan to attend the AGM, please promptly complete, date, sign and return the proxy card attached to this Notice. By order of the Board /s/ Kay Kraft__________________ Kay Kraft Director June 9, 2025 Registered Office:c/o Maples Corporate Services LimitedPO Box 309, Ugland HouseGrand CaymanKY1-1104Cayman Islands *A form of proxy has been included with this Notice. NOTES IF YOU HAVE EXECUTED A STANDING PROXY, YOUR STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE AGM IN PERSON OR SEND IN A SPECIFIC PROXY. A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote in his/her stead. Any standing proxy previously deposited by a shareholder with the Company will be voted in favour of the resolutions to be proposed at the AGM unless revoked prior to the AGM or the shareholder attends the AGM in person or executes a specific proxy. A form of proxy for use at the AGM is enclosed. Whether or not you propose to attend the AGM in person, you are strongly advised to complete and sign the enclosed form of proxy in accordance with the instructions printed on it and then deposit it (together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority) at the offices of Afya Participações S.A., Alameda Oscar Niemeyer, No. 119, 15th Floor, Vila da Serra, Nova Lima, Minas Gerais, Brazil, Zip Code: 34.006-056, or send copies of the foregoing by email to ir@ in each case marked for the attention of Renata Couto, Anibal Sousa and Rodrigo Proença, not later than 11:59 p.m. BRT on the business day prior to the date of the AGM or adjourned AGM in accordance with the Amended and Restated Articles of Association of the Company. Returning the completed form of proxy will not preclude you from attending the AGM and voting in person if you so wish. If two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose seniority shall be determined by the order in which the names stand on the Company's register of shareholders in respect of the relevant shares. A shareholder holding more than one share entitled to attend and vote at the AGM need not cast the votes in respect of such shares in the same way on any resolution and therefore may vote a share or some or all such shares either for or against a resolution and/or abstain from voting a share or some or all of the shares and, subject to the terms of the instrument appointing any proxy, a proxy appointed under one or more instruments may vote a share or some or all of the shares in respect of which he is appointed either for or against a resolution and/or abstain from voting. No business shall be transacted at the AGM unless a quorum is present at the time when the meeting proceeds to business. One or more Members holding not less than one-third in aggregate of the voting power of all Shares in issue and entitled to vote, present in person or by proxy or, if a corporation or other non-natural Person, by its duly authorised representative, shall represent a quorum. View source version on Contacts Investor Relations Contact:Afya Limitedir@ Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Business Wire
09-06-2025
- Business
- Business Wire
Afya Limited (the " Company") Notice of Annual General Meeting of the Company
NOVA LIMA, Brazil--(BUSINESS WIRE)--Notice is hereby given that an Annual General Meeting of the Company (the " AGM") will be held at the offices of Afya Participações S.A., Alameda Oscar Niemeyer, No. 119, 15th Floor, Vila da Serra, Nova Lima, Minas Gerais, Brazil, Zip Code: 34.006-056, and virtually by accessing the following link (password: afya2025), on the 24 th day of June 2025 at 10:00 a.m. BRT, for the purpose of considering and, if thought fit, passing and approving the following resolutions: "As an ordinary resolution, that the Company's financial statements and the auditor's report for the fiscal year ended December 31, 2024 be approved and ratified." "As an ordinary resolution, that João Paulo Seibel de Faria be re-appointed as an independent director of the Company with immediate effect to hold office for a two year term in accordance with the Amended and Restated Articles of Association of the Company." "As an ordinary resolution, that Vanessa Claro Lopes be re-appointed as an independent director of the Company with immediate effect to hold office for a two year term in accordance with the Amended and Restated Articles of Association of the Company." "As an ordinary resolution, that Miguel Filisbino Pereira de Paula be re-appointed as an independent director of the Company with immediate effect to hold office for a two year term in accordance with the Amended and Restated Articles of Association of the Company." "As an ordinary resolution, that Marcelo Ken Suhara be re-appointed as an independent director of the Company with immediate effect to hold office for a two year term in accordance with the Amended and Restated Articles of Association of the Company." The AGM will also serve as an opportunity for shareholders to discuss Company affairs with management. Shareholders may participate in the AGM virtually by accessing the following link (password: afya2025). Participation by a shareholder in the AGM in this manner shall be treated as presence in person at the AGM and such shareholder shall be counted in a quorum and entitled to vote in accordance with Article 18.3 of the Articles of Association of the Company. The Board of Directors of the Company (the " Board") has fixed the close of business, BRT, on May 14, 2025, BRT, as the record date (the ' Record Date ') for determining the shareholders of the Company entitled to receive notice of the AGM or any adjournment thereof. The holders of record of the Class A common shares and the Class B common shares of the Company as at the close of business, BRT, on the Record Date are entitled to receive notice of and attend the AGM and any adjournment thereof. The Company's 2024 Financial Statements for the fiscal year ended December 31, 2024 was filed with the U.S. Securities and Exchange Commission on March 13, 2025 (the ' Financial Statements '). Shareholders may obtain a copy of the Financial Statements, free of charge, from the Company's website at or by contacting the Company's Investor Relations Department by email at ir@ The Board recommends that shareholders of the Company vote 'FOR' the resolutions at the AGM. Your vote is very important to the Company. Whether or not you plan to attend the AGM, please promptly complete, date, sign and return the proxy card attached to this Notice. By order of the Board Registered Office: c/o Maples Corporate Services Limited PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands *A form of proxy has been included with this Notice. NOTES IF YOU HAVE EXECUTED A STANDING PROXY, YOUR STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE AGM IN PERSON OR SEND IN A SPECIFIC PROXY. A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote in his/her stead. Any standing proxy previously deposited by a shareholder with the Company will be voted in favour of the resolutions to be proposed at the AGM unless revoked prior to the AGM or the shareholder attends the AGM in person or executes a specific proxy. A form of proxy for use at the AGM is enclosed. Whether or not you propose to attend the AGM in person, you are strongly advised to complete and sign the enclosed form of proxy in accordance with the instructions printed on it and then deposit it (together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority) at the offices of Afya Participações S.A., Alameda Oscar Niemeyer, No. 119, 15th Floor, Vila da Serra, Nova Lima, Minas Gerais, Brazil, Zip Code: 34.006-056, or send copies of the foregoing by email to ir@ in each case marked for the attention of Renata Couto, Anibal Sousa and Rodrigo Proença, not later than 11:59 p.m. BRT on the business day prior to the date of the AGM or adjourned AGM in accordance with the Amended and Restated Articles of Association of the Company. Returning the completed form of proxy will not preclude you from attending the AGM and voting in person if you so wish. If two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose seniority shall be determined by the order in which the names stand on the Company's register of shareholders in respect of the relevant shares. A shareholder holding more than one share entitled to attend and vote at the AGM need not cast the votes in respect of such shares in the same way on any resolution and therefore may vote a share or some or all such shares either for or against a resolution and/or abstain from voting a share or some or all of the shares and, subject to the terms of the instrument appointing any proxy, a proxy appointed under one or more instruments may vote a share or some or all of the shares in respect of which he is appointed either for or against a resolution and/or abstain from voting. No business shall be transacted at the AGM unless a quorum is present at the time when the meeting proceeds to business. One or more Members holding not less than one-third in aggregate of the voting power of all Shares in issue and entitled to vote, present in person or by proxy or, if a corporation or other non-natural Person, by its duly authorised representative, shall represent a quorum.
Yahoo
14-05-2025
- Business
- Yahoo
H&R REIT Reports First Quarter 2025 Results
TORONTO, May 14, 2025 /CNW/ - H&R Real Estate Investment Trust ("H&R" or "the REIT") (TSX: is pleased to announce its financial results for the three months ended March 31, 2025. Tom Hofstedter, Executive Chair and Chief Executive Officer said "During 2024, we sold $429.0 million of real estate assets and sold a further $59.9 million during the first quarter of 2025. While we would like to see more transaction volume, we are very pleased with our first quarter's operating results for 2025. Overall occupancy was at 95.6%, total Same-Property net operating income (cash basis) grew by 4.4% and FFO was $0.30 per unit." (1) At the REIT's proportionate share. Refer to the "Non-GAAP Measures" section of this news release. (2) June 30, 2021 has been used as a benchmark since H&R's Strategic Repositioning Plan was announced prior to the release of H&R's Q3 2021 results. (3) Excludes the Bow and 100 Wynford, which were legally sold in October 2021 and August 2022, respectively. (4) Includes four office properties advancing through the process of rezoning into residential properties FINANCIAL HIGHLIGHTSMarch 31 December 31 December 31 2025 2024 2023 Total assets (in thousands) $10,460,327 $10,620,487 $10,777,643 Debt to total assets per the REIT's Financial Statements(1) 33.8 % 33.4 % 34.2 % Debt to total assets at the REIT's proportionate share(1)(2) 44.1 % 43.7 % 44.0 % Debt to Adjusted EBITDA at the REIT's proportionate share(1)(2)(3) 9.3x 9.4x 8.5x Unitholders' equity (in thousands) $5,192,448 $5,278,743 $5,192,375 Units outstanding (in thousands) 262,566 262,016 261,868 Exchangeable units outstanding (in thousands) 17,424 17,974 17,974 Unitholders' equity per Unit $19.78 $20.15 $19.83 Net Asset Value ("NAV") per Unit(2)(4) $20.62 $20.92 $20.75 Three months ended March 31 (in thousands except for per Unit amounts) 2025 2024 Rentals from investment properties $205,639 $209,521 Net operating income $82,963 $94,187 Same-Property net operating income (cash basis)(5) $126,469 $121,183 Net income (loss) from equity accounted investments ($10,082) $12,550 Fair value adjustment on real estate assets ($52,698) ($44,167) Net income (loss) ($52,018) $31,792 Funds from Operations ("FFO")(5) $83,098 $83,066 Adjusted Funds from Operations ("AFFO")(5) $68,013 $68,787 Weighted average number of Units and exchangeable units 279,990 279,847 FFO per basic and diluted Unit(2) $0.297 $0.297 AFFO per basic and diluted Unit(2) $0.243 $0.246 Cash distributions per Unit $0.150 $0.150 Payout ratio as a % of FFO(2) 50.5 % 50.5 % Payout ratio as a % of AFFO(2) 61.7 % 61.0 % (1) Debt includes mortgages payable, debentures payable, unsecured term loans, lines of credit and liabilities classified as held for sale. (2) These are non-GAAP ratios. Refer to the "Non-GAAP Measures" section of this news release. (3) Adjusted EBITDA is based on the trailing 12 months and is defined in the "Debt" section of this news release. (4) See page 9 of this news release for a detailed calculation of NAV per Unit. (5) These are non-GAAP measures. Refer to the "Non-GAAP Measures" section of this news release. SUMMARY OF SIGNIFICANT Q1 2025 ACTIVITY 2025 Net Operating Income HighlightsThree months ended March 31 (in thousands of Canadian dollars) 2025 2024 % Change Operating Segment:Same-Property net operating income (cash basis) - Residential(1) $44,483 $42,340 5.1 % Same-Property net operating income (cash basis) - Industrial(1) 17,181 16,435 4.5 % Same-Property net operating income (cash basis) - Office(1) 39,358 38,883 1.2 % Same-Property net operating income (cash basis) - Retail(1) 25,447 23,525 8.2 % Same-Property net operating income (cash basis)(1) 126,469 121,183 4.4 % Net operating income (cash basis) from Transactions at the REIT's proportionate share(1)(2) 28,874 36,645 (21.2) % Realty taxes in accordance with IFRIC 21 at the REIT's proportionate share(1)(3) (49,194) (43,821) 12.3 % Straight-lining of contractual rent at the REIT's proportionate share(1) 3,658 4,976 (26.5) % Net operating income from equity accounted investments(1) (26,844) (24,796) 8.3 % Net operating income per the REIT's Financial Statements $82,963 $94,187 (11.9) % (1) These are non-generally accepted accounting principles ("GAAP") measures. Refer to the "Non-GAAP Measures" section of this news release. (2) Transactions includes acquisitions, dispositions, and transfers of investment properties to or from properties under development during the 15-month period ended March 31, 2025. (3) Realty taxes in accordance with IFRS Interpretations Committee Interpretation 21, Levies ("IFRIC 21") relates to the timing of the liability recognition for U.S. realty taxes. By excluding the impact of IFRIC 21, U.S. realty tax expenses are evenly matched with realty tax recoveries received from tenants throughout the period. Transaction Highlights Property Dispositions In January 2025, H&R sold its ownership interests in three Canadian retail properties and its 50% interest in four Canadian retail properties, which were classified as held for sale as at December 31, 2024, totalling 336,695 square feet for gross proceeds of $49.8 million. In March 2025, H&R sold one automotive-tenanted retail property in Puyallup, WA, which was classified as held for sale as at December 31, 2024, totalling 10,102 square feet for approximately $10.1 million (U.S. $7.0 million). Leasing Update On March 7, 2025, Hudson's Bay Company ("HBC") applied for protection from their creditors under the Companies' Creditors Arrangement Act (Canada). HBC is only a tenant at one REIT property, being 100 Metropolitan Rd., an industrial property in Toronto, ON, where HBC currently occupies 369,051 square feet at H&R's 50% ownership interest. HBC's base rent is currently $5.25 per square foot and market rent is approximately $14 per square foot. Development Update Canadian Properties under Development In January 2024, H&R received approval from the City of Mississauga to replace the existing 104,689 square foot office building at 6900 Maritz Drive in Mississauga, ON with a new 122,367 square foot industrial building. Construction commenced in 2024 and practical completion is expected in Q2 2025. The property will include sustainability elements such as EV charging stations and solar panel readiness and is targeted to achieve LEED Gold certification. As at March 31, 2025, the total development budget for this property was approximately $43.6 million with costs remaining to complete the new building of approximately $5.5 million. Equity Accounted Investments H&R has a 50% managing ownership interest in 560 & 600 Slate Drive, a 26.6 acre land site in Mississauga, ON, located next to Toronto Pearson International Airport and in close proximity to access points on the 410, 401 and 407 Highways. In 2024, construction commenced on two single storey industrial buildings totalling 309,727 square feet and 160,485 square feet, respectively at the 100% level. Both buildings have been designed with flexibility such that they can accommodate either single or multiple tenants. Both will include sustainability elements such as EV charging stations and solar panel readiness and are targeted to achieve LEED Gold certification. As at March 31, 2025, the total budget for 560 & 600 Slate Drive was approximately $66.3 million with costs remaining to complete of $20.7 million, all at H&R's ownership interest. The yield on cost for the overall project is expected to be approximately 6.6% with completion expected in Q3 2025. In February 2025, the partnership owning the site obtained a $32.5 million construction financing facility, at H&R's ownership interest. As at March 31, 2025, the available balance was approximately $26.5 million, at H&R's ownership interest. In February 2024, the REIT created Lantower Residential Real Estate Development Trust (No. 1) (the "REDT") which completed an initial public offering in April 2024. The REDT raised U.S. $52.0 million of equity capital from investors to acquire an interest in and fund the development of two residential development projects (the "REDT Projects") in Florida totalling 601 residential rental units. The REIT contributed the land to Lantower Residential REDT (No.1) JV LP ("REDT JV LP"), in exchange for a 29.1% ownership interest in the REDT JV LP. The REIT is accounting for its ownership interest in the REDT Projects as an equity accounted investment. H&R is earning a development fee of 4% of the total hard and soft costs of the REDT Projects (excluding land and financing costs) and is expecting to earn a 1% asset management fee on gross proceeds raised by the REDT. H&R will also be entitled to 20% of the distribution proceeds over and above its pro-rata share of the equity after investors receive an 8% internal rate of return and 30% after investors receive a 15% internal rate of return. As at March 31, 2025, H&R's share of the total budget for the REDT Projects was approximately $87.8 million (U.S. $61.0 million) with costs remaining to complete of $57.4 million (U.S. $39.8 million), all at H&R's ownership interest. The REDT Projects are expected to be completed in mid-2026. Debt & Liquidity Highlights Liquidity As at March 31, 2025, H&R had cash and cash equivalents of $69.9 million, $803.3 million available under its unused lines of credit and an unencumbered property pool of approximately $4.5 billion. As at March 31, 2025, debt to total assets per the REIT's Financial Statements was 33.8% compared to 33.4% as at December 31, 2024. As at March 31, 2025, debt to total assets at the REIT's proportionate share (a non-GAAP ratio, refer to the "Non-GAAP Measures" section of this news release) was 44.1% compared to 43.7% as at December 31, 2024. MONTHLY DISTRIBUTION DECLARED H&R today declared a distribution for the month of May scheduled as follows: Distribution per Unit Annualized Record date Distribution date May 2025 $0.05 $0.60 May 30, 2025 June 13, 2025 CONFERENCE CALL AND WEBCAST Management will host a conference call to discuss the financial results of the REIT on Thursday, May 15, 2025 at 9.30 a.m. Eastern Time. Participants can join the call by dialing 1‐800‐717‐1738 or 1‐289‐514‐5100. For those unable to participate in the conference call at the scheduled time, a replay will be available approximately one hour following completion of the call. To access the archived conference call by telephone, dial 1‐289‐819‐1325 or 1‐888‐660‐6264 and enter the passcode 05267 followed by the "#" key. The telephone replay will be available until Thursday, May 22, 2025 at midnight. A live audio webcast will be available through Please connect at least 15 minutes prior to the conference call to ensure adequate time for any software download that may be required to join the webcast. The webcast will be archived on H&R's website following the call date. The investor presentation is available on H&R's website at 2025 ANNUAL UNITHOLDERS' MEETING H&R will host its annual Unitholders' meeting on Friday, June 27, 2025 at 10.30 a.m. Eastern Time (by virtual meeting only via live audio webcast at About H&R REIT H&R REIT is one of Canada's largest real estate investment trusts with total assets of approximately $10.5 billion as at March 31, 2025. H&R REIT has ownership interests in a Canadian and U.S. portfolio comprised of high-quality residential, industrial, office and retail properties comprising over 25.6 million square feet. H&R's strategy is to create a simplified, growth-oriented business focused on residential and industrial properties in order to create sustainable long-term value for unitholders. H&R plans to sell its office and retail properties as market conditions permit. H&R's target is to be a leading owner, operator and developer of residential and industrial properties, creating value through redevelopment and greenfield development in prime locations within Toronto and high growth U.S. sunbelt and gateway cities. Forward-Looking Disclaimer Certain information in this news release contains forward‐looking information within the meaning of applicable securities laws (also known as forward‐looking statements) including, among others, statements relating to H&R's objectives, beliefs, plans, estimates, targets, projections and intentions and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts, including with respect to H&R's future plans and targets, the REIT's strategic repositioning plan to create sustainable long-term value for unitholders, H&R's strategy to grow its exposure to residential assets in U.S. sunbelt and gateway cities, H&R's expectations with respect to the activities of its development properties, including the building of new properties and the redevelopment of existing properties, the use of such properties, the timing of construction and completion, expected construction plans and costs, yield on cost, anticipated square footage, future intensification opportunities, expectations with respect to the REDT and the REDT Projects, management's expectations regarding future distributions by the REIT, and management's expectation to be able to meet all of the REIT's ongoing obligations. Forward‐looking statements generally can be identified by words such as "outlook", "objective", "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "should", "plans", "project", "budget" or "continue" or similar expressions suggesting future outcomes or events. Such forward‐looking statements reflect H&R's current beliefs and are based on information currently available to management. Forward‐looking statements are provided for the purpose of presenting information about management's current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. These statements are not guarantees of future performance and are based on H&R's estimates and assumptions that are subject to risks, uncertainties and other factors including those risks and uncertainties discussed in H&R's materials filed with the Canadian securities regulatory authorities from time to time, which could cause the actual results, performance or achievements of H&R to differ materially from the forward‐looking statements contained in this news release. Material factors or assumptions that were applied in drawing a conclusion or making an estimate set out in the forward‐looking statements include assumptions relating to the general economy, including the continuing effects of inflation; debt markets continue to provide access to capital at a reasonable cost; and assumptions concerning currency exchange and interest rates. Additional risks and uncertainties include, among other things, risks related to: real property ownership; the current economic environment, including the impact of any tariffs and retaliatory tariffs on the economy; strategic transformational repositioning plan; credit risk and tenant concentration; lease rollover risk; interest rate and other debt-related risks; inflation risk; development risks; residential rental risk; capital expenditure risk; currency risk; liquidity risk; cyber security risk; financing credit risk; ESG and climate change risk; risks associated with disease outbreaks; co-ownership interest in properties; general uninsured losses; joint arrangement and investment risks; dependence on key personnel and succession planning; potential acquisition, investment and disposition opportunities and joint venture arrangements; potential undisclosed liabilities associated with acquisitions; competition for real property investments; potential conflicts of interest; litigation and regulatory risk; Unit prices; availability of cash for distributions; credit ratings; ability to access capital; dilution; unitholder liability; redemption right; investment eligibility; debentures; statutory remedies; tax risk; and additional tax risks applicable to the REIT and to unitholders. H&R cautions that these lists of factors, risks and uncertainties are not exhaustive. Although the forward‐looking statements contained in this news release are based upon what H&R believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward‐looking statements. Readers are also urged to examine H&R's materials filed with the Canadian securities regulatory authorities from time to time as they may contain discussions on risks and uncertainties which could cause the actual results and performance of H&R to differ materially from the forward‐looking statements contained in this news release. All forward‐looking statements contained in this news release are qualified by these cautionary statements. These forward‐looking statements are made as of May 14, 2025 and the REIT, except as required by applicable Canadian law, assumes no obligation to update or revise them to reflect new information or the occurrence of future events or circumstances. Non‐GAAP Measures The unaudited condensed consolidated financial statements of the REIT and related notes for the three months ended March 31, 2025 (the "REIT's Financial Statements") were prepared in accordance with International Financial Reporting Standards ("IFRS"). However, H&R's management uses a number of measures, including NAV per Unit, FFO, AFFO, FFO and AFFO per basic and diluted Unit, payout ratio as a % of FFO, payout ratio as a % of AFFO, debt to total assets at the REIT's proportionate share, debt to Adjusted EBITDA at the REIT's proportionate share, Same‐Property net operating income (cash basis) and the REIT's proportionate share, which do not have meanings recognized or standardized under IFRS or GAAP. These non‐GAAP measures and non‐GAAP ratios should not be construed as alternatives to financial measures calculated in accordance with GAAP. Further, H&R's method of calculating these supplemental non‐GAAP measures and ratios may differ from the methods of other real estate investment trusts or other issuers, and accordingly may not be comparable. H&R uses these measures to better assess H&R's underlying performance and provides these additional measures so that investors may do the same. For information on the most directly comparable GAAP measures, composition of the measures, a description of how the REIT uses these measures and an explanation of how these measures provide useful information to investors, refer to the "Non‐GAAP Measures" section of the REIT's management's discussion and analysis as at and for the three months ended March 31, 2025 available at and on the REIT's profile on SEDAR at which is incorporated by reference into this news release. Financial Position The following table reconciles the REIT's Statement of Financial Position from the REIT's Financial Statements to the REIT's proportionate share (a non-GAAP measure):March 31, 2025 December 31, 2024 (in thousands of Canadian dollars) REIT's Financial Statements Equity accounted investments REIT's proportionateshare REIT's Financial Statements Equity accounted investments REIT's proportionateshare Assets Real estate assets Investment properties $7,955,321 $2,242,671 $10,197,992 $7,996,810 $2,275,559 $10,272,369 Properties under development 995,298 224,564 1,219,862 1,010,648 208,898 1,219,5468,950,619 2,467,235 11,417,854 9,007,458 2,484,457 11,491,915 Equity accounted investments 1,253,232 (1,253,232) — 1,275,549 (1,275,549) — Assets classified as held for sale 4,777 — 4,777 59,880 — 59,880 Other assets 181,847 34,960 216,807 177,246 34,758 212,004 Cash and cash equivalents 69,852 28,028 97,880 100,354 41,000 141,354$10,460,327 $1,276,991 $11,737,318 $10,620,487 $1,284,666 $11,905,153 Liabilities and Unitholders' Equity Liabilities Debt $3,533,076 $1,194,204 $4,727,280 $3,537,384 $1,199,391 $4,736,775 Exchangeable units 175,113 — 175,113 166,800 — 166,800 Deferred Revenue 895,619 — 895,619 906,363 — 906,363 Deferred tax liability 405,638 — 405,638 413,186 — 413,186 Accounts payable and accrued liabilities 258,433 62,142 320,575 304,978 64,744 369,722 Liabilities classified as held for sale — — — 13,033 — 13,033 Non-controlling interest — 20,645 20,645 — 20,531 20,5315,267,879 1,276,991 6,544,870 5,341,744 1,284,666 6,626,410 Unitholders' equity 5,192,448 — 5,192,448 5,278,743 — 5,278,743$10,460,327 $1,276,991 $11,737,318 $10,620,487 $1,284,666 $11,905,153 Debt to Adjusted EBITDA at the REIT's Proportionate Share The following table provides a reconciliation of Debt to Adjusted EBITDA at the REIT's proportionate share (a non-GAAP ratio):March 31 December 31 (in thousands of Canadian dollars) 2025 2024 Debt per the REIT's Financial Statements(1) $3,533,076 $3,550,417 Debt - REIT's proportionate share of equity accounted investments(1) 1,194,204 1,199,391 Debt at the REIT's proportionate share(1) 4,727,280 4,749,808(Figures below are for the trailing 12 months) Net loss per the REIT's Financial Statements (203,524) (119,714) Net income from equity accounted investments (within equity accounted investments) (555) (430) Finance costs - operations 295,101 296,538 Fair value adjustments on financial instruments and real estate assets 567,144 491,319 Loss on sale of real estate assets, net of related costs 12,543 12,156 Gain on foreign exchange (within equity accounted investments) (856) (856) Income tax recovery (59,050) (58,951) Non-controlling interest 1,253 1,256 Adjustments: The Bow and 100 Wynford non-cash rental income adjustments (93,940) (93,736) Straight-lining of contractual rent (16,938) (18,256) IFRIC 21 - realty tax adjustment 5,373 — Fair value adjustment to unit-based compensation 245 (1,791) Adjusted EBITDA at the REIT's proportionate share $506,796 $507,535 Debt to Adjusted EBITDA at the REIT's proportionate share(1) 9.3x 9.4x (1) Debt includes mortgages payable, debentures payable, unsecured term loans, lines of credit and liabilities classified as held for sale. RESULTS OF OPERATIONS The following table reconciles the REIT's Results of Operations from the REIT's Financial Statements to the REIT's proportionate share (a non-GAAP measure):Three months ended March 31, 2025 Three months ended March 31, 2024 (in thousands of Canadian dollars) REIT's Financial Statements Equity accounted investments REIT's proportionateshare REIT's Financial Statements Equity accounted investments REIT's proportionateshare Rentals from investment properties $205,639 $41,566 $247,205 $209,521 $37,975 $247,496 Property operating costs (122,676) (14,722) (137,398) (115,334) (13,179) (128,513) Net operating income 82,963 26,844 109,807 94,187 24,796 118,983 Net income (loss) from equity accounted investments (10,082) 10,136 54 12,550 (12,621) (71) Finance costs - operations (52,009) (12,388) (64,397) (53,514) (12,320) (65,834) Finance income 3,190 222 3,412 2,346 115 2,461 Trust expenses (7,237) (2,045) (9,282) (6,414) (1,831) (8,245) Fair value adjustment on financial instruments (22,105) (96) (22,201) 18,890 (22) 18,868 Fair value adjustment on real estate assets (52,698) (23,885) (76,583) (44,167) 2,340 (41,827) Gain (loss) on sale of real estate assets, net of related costs (1,103) 1,592 489 866 10 876 Net income (loss) before income taxes and non-controlling interest (59,081) 380 (58,701) 24,744 467 25,211 Income tax (expense) recovery 7,063 (19) 7,044 7,048 (103) 6,945 Net income (loss) before non-controlling interest (52,018) 361 (51,657) 31,792 364 32,156 Non-controlling interest — (361) (361) — (364) (364) Net income (loss) (52,018) — (52,018) 31,792 — 31,792 Other comprehensive income (loss): Items that are or may be reclassified subsequently to net income (loss) (62) — (62) 98,578 — 98,578 Total comprehensive income (loss) attributable to unitholders ($52,080) $— ($52,080) $130,370 $— $130,370 Same-Property net operating income (cash basis) The following table reconciles net operating income per the REIT's Financial Statements to Same-Property net operating income (cash basis) (a non-GAAP measure):Three months ended March 31 (in thousands of Canadian dollars) 2025 2024 Change Rentals from investment properties $205,639 $209,521 ($3,882) Property operating costs (122,676) (115,334) (7,342) Net operating income per the REIT's Financial Statements 82,963 94,187 (11,224) Adjusted for:Net operating income from equity accounted investments 26,844 24,796 2,048 Straight-lining of contractual rent at the REIT's proportionate share (3,658) (4,976) 1,318 Realty taxes in accordance with IFRIC 21 at the REIT's proportionate share 49,194 43,821 5,373 Net operating income (cash basis) from Transactions at the REIT's proportionate share (28,874) (36,645) 7,771 Same-Property net operating income (cash basis) $126,469 $121,183 $5,286 NAV per Unit (a non-GAAP Ratio) The following table reconciles Unitholders' equity per Unit to NAV per Unit: Unitholders' Equity per Unit and NAV per Unit March 31 December 31 (in thousands except for per Unit amounts) 2025 2024 Unitholders' equity $5,192,448 $5,278,743 Exchangeable units 175,113 166,800 Deferred tax liability 405,638 413,186 Total $5,773,199 $5,858,729Units outstanding 262,566 262,016 Exchangeable units outstanding 17,424 17,974 Total 279,990 279,990 Unitholders' equity per Unit(1) $19.78 $20.15 NAV per Unit $20.62 $20.92 (1) Unitholders' equity per Unit is calculated by dividing unitholders' equity by Units outstanding. Funds from Operations and Adjusted Funds from Operations The following table reconciles net income (loss) per the REIT's Financial Statements to FFO and AFFO (non-GAAP measures): FFO AND AFFO Three months ended March 31 (in thousands of Canadian dollars except per Unit amounts) 2025 2024 Net income (loss) per the REIT's Financial Statements ($52,018) $31,792 Realty taxes in accordance with IFRIC 21 45,354 40,221 FFO adjustments from equity accounted investments 27,110 1,272 Exchangeable unit distributions 2,614 2,696 Non-cash loss on mortgages receivable 268 — Fair value adjustments on financial instruments and real estate assets 74,803 25,277 Fair value adjustment to unit-based compensation 1,514 (522) (Gain) loss on sale of real estate assets, net of related costs 1,103 (866) Deferred income tax recovery applicable to U.S. Holdco (7,495) (7,387) Incremental leasing costs 589 615 The Bow and 100 Wynford non-cash rental income and accretion adjustments (10,744) (10,032) FFO $83,098 $83,066 Straight-lining of contractual rent (3,612) (4,829) Rent amortization of tenant inducements 1,150 1,130 Capital expenditures (10,357) (8,583) Leasing expenses and tenant inducements (657) (215) Incremental leasing costs (589) (615) AFFO adjustments from equity accounted investments (1,020) (1,167) AFFO $68,013 $68,787 Basic and diluted weighted average number of Units and exchangeable units (in thousands of Units)(1) 279,990 279,847 FFO per basic and diluted Unit $0.297 $0.297 AFFO per basic and diluted Unit $0.243 $0.246 Cash distributions per Unit $0.150 $0.150 Payout ratio as a % of FFO 50.5 % 50.5 % Payout ratio as a % of AFFO 61.7 % 61.0 % (1) For the three months ended March 31, 2025 and 2024, included in the weighted average and diluted weighted average number of Units are the weighted average number exchangeable units of 17,473,075 and 17,974,186, respectively. Additional information regarding H&R is available at and on SOURCE H&R Real Estate Investment Trust View original content to download multimedia: Sign in to access your portfolio
Yahoo
14-05-2025
- Business
- Yahoo
Wishpond Announces Date for First Quarter 2025 Financial Results Video Conference Call
VANCOUVER, BC, May 14, 2025 /CNW/ - Wishpond Technologies Ltd. (TSXV: WISH) (OTCQX: WPNDF) (the "Company" or "Wishpond"), a provider of marketing-focused online business solutions, is pleased to announce that it expects to release its First Quarter Financial Statements and corresponding management's discussion and analysis for the three months ended March 31, 2025 before market open on Thursday, May 22nd, 2025. The Company will also host a conference call to discuss the results on the same day at 10:00 am PT (1:00 pm ET). The call will be hosted by: Ali Tajskandar, Chairman and Chief Executive Officer; and Adrian Lim, Chief Financial Officer. Webinar Details: Date: May 22, 2025 Time: 10:00 am PT (1:00 pm ET) Webinar Registration: Dial-in: +1 778 907 2071 (Vancouver local)+1 647 374 4685 (Toronto local) Meeting ID #: 817 0014 9291 Please connect 5 minutes prior to the conference call to ensure time for any software download that may be required. Wishpond Technologies "Ali Tajskandar"Founder, Chairman and Chief Executive OfficerWishpond Technologies Ltd. About Wishpond Technologies Ltd. Wishpond is a Vancouver-based provider of AI-enabled marketing and sales solutions that help businesses grow more efficiently. The Company's vision is to create a fully autonomous AI-enabled platform that streamlines the entire customer acquisition journey, from lead generation and engagement to deal closure, enabling businesses to scale cost-effectively while driving higher conversions. Wishpond offers an all-in-one marketing suite that integrates AI-driven tools such as an AI Website Builder, AI Email Automation, and SalesCloser AI, a conversational AI-based virtual sales agent that leverages generative AI to conduct personalized sales calls and product demos, increasing efficiency, reducing costs, and enhancing customer satisfaction. With a focus on innovation, Wishpond has filed multiple patent applications in conversational AI, reinforcing its leadership in AI-enabled marketing automation. The Company serves small-to-medium-sized businesses across various industries, providing a powerful yet cost-effective alternative to fragmented marketing solutions. Wishpond employs a Software-as-a-Service (SaaS) business model, generating most of its revenue from subscription-based recurring revenue, which ensures strong revenue predictability and cash flow visibility while continuously expanding its AI capabilities. Wishpond is listed on the TSX Venture Exchange under the ticker "WISH", and on the OTCQX Best Market under the ticker "WPNDF". For further information, visit: Cautionary & Forward-Looking Statements Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. While the Company expects to release its financial results for the quarter ended March 31, 2025, on May 22, 2025, and host a conference call on the same day, such statements are forward-looking information within the meaning of applicable Canadian securities legislation. The Company will use commercially reasonable efforts to meet such disclosed timelines, however, extenuating circumstances such as delays in accounting review, the availability of employees and consultants, other pressing business or regulatory requirements which may divert management attention and other factors may cause the Company to not be able to meet such deadlines. Readers are cautioned not to place undue reliance on forward-looking information. The forward-looking information contained in this press release is expressly qualified by this cautionary statement and is made as of the date hereof. The Company disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise. View original content to download multimedia: SOURCE Wishpond Technologies Ltd. View original content to download multimedia: Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
