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abrdn Property
Income Trust Limited
Annual Report and Financial Statements
For the year ended 31 December 2024
API Annual Report & Accounts Year End 31 December 2024
1
Contents
Introduction
02 Objective and Investment Policy
Strategic Report
03 Performance Summary
04 Chair’s Statement
06 Investment Manager’s Report
07 Stakeholder Engagement
09 Strategic Overview
Governance
12 Board of Directors
13 Directors’ Report
17 Corporate Governance Report
23 Sustainability Committee Report
24 Audit Committee Report
27 Directors’ Remuneration Report
30 Statement of Directors’ Responsibilities
Financial Statements
31 Independent Auditor’s Report
38 Consolidated Statement of Comprehensive Income
39 Consolidated Statement of Financial Position
40 Consolidated Statement of Changes in Equity
41 Consolidated Cash Flow Statement
42 Notes to the Consolidated Financial Statements
Additional Information
70 Alternative Performance Measures
72 ESG Performance and Environmental Indicators
74 Glossary
76 Investor Information
78 Directors and Company Information
79 Annual General Meeting
API Annual Report & Accounts Year End 31 December 2024
2
Objective and Investment Policy
At an Extraordinary General Meeting on the 28 May 2024, 96% of shareholders (who
voted) voted in favour of a proposal to change the Group’s Investment Policy –
placing the Group into a Managed and Orderly Wind-Down, selling assets and
returning funds to shareholders as such funds become available. The new and
revised Investment Objective and Investment Policy are:
Objective
The Company’s investment objective is to realise all existing assets in the Company’s
portfolio in an orderly manner.
Investment Policy
The Company will pursue its investment objective by effecting an orderly realisation
of its assets while seeking to balance maximising returns for Shareholders against
the timeframe for disposal. The Company will cease to make any new investments
or to undertake capital expenditure except as deemed necessary or desirable by
the Board in connection with the Managed Wind-Down, primarily where such
expenditure is necessary to protect or enhance the realisable value of an existing
asset.
The net proceeds from realisations will be used to repay borrowings and make
timely returns of capital to shareholders (net of provisions for the Company’s costs
and expenses) in such manner as the Directors consider appropriate.
Any amounts received by the Company during the Managed Wind-Down that have
not been used to repay borrowing will be held by the Company as cash on deposit
and/or as cash equivalent securities, including short-dated corporate bonds or
other cash equivalents, cash funds or bank cash deposits (and/or funds holding such
investments), prior to cash being returned to Shareholders.
Borrowings and Derivatives
The Company will not undertake any further borrowings other than for short-term
working capital purposes. The Company’s net gearing, calculated as total
borrowings less cash/cash equivalents (including money market funds) as a
percentage of the Company’s gross assets, will not exceed 65%, measured at the
time of any borrowing (for working capital purposes) or return of capital to
shareholders. Derivatives may be used for hedging purposes only.
Future of the Company
As discussed in more detail in Note 2.1 (on pages 42 to 43), the Company has been
placed into a Managed and Orderly Wind-Down, the result of which is that there is
now a clear intention to liquidate the Company at some point in the near future. As
such, the financial statements contained herein have been prepared on a basis
other than that of a going concern.
API Annual Report & Accounts Year End 31 December 2024
3
Performance Summary
Earnings, Dividends & Costs 31 December
2024
31 December
2023
IFRS Loss per share (p)
(11.25) (2.17)
Dividends paid per ordinary share (p) 3.0 4.0
Dividends declared per ordinary share but not yet paid (p)
1
3.0 0.0
Dividend Cover (%)
2
45 71
Dividend Cover excluding non-recurring items (%)
66 82
Ongoing Charges
2
As a % of average net assets including direct property costs
2.8 2.5
As a % of average net assets excluding direct property costs
1.2 1.2
Capital Values & Gearing 31 December
2024
31 December
2023
Change
%
Net assets (£million)
30.4 298.1 (89.8)
Net asset value per share (p) (note 22) 8.0 78.2 (89.8)
Capital Distribution (p)
52.0 0.0 N/A
Third Quarter PID
1.0 - N/A
PID paid post year-end
3.0 - N/A
Net asset value incl. noted Distributions (p)
64.0 78.2 (18.2)
Ordinary Share Price (p)
6.9 53.0 (87.0)
(Discount)/Premium to NAV (%)
(13.8) (32.2)
Total Return 1 year
% return
3 year
% return
5 year
% return
10 year
% return
NAV
3
(19.2) (31.7) (16.2) 31.9
Share Price
3
25.6 (6.7) (6.1) 42.9
FTSE All-Share Real Estate Investment
Trusts Index
(11.8) (32.6) (26.9) (3.4)
FTSE All-Share Index 9.5 18.5 26.5 81.9
1 Represents the special interim property income distribution to shareholders (Ex-Dividend Date: 19 December 2024, Record Time: 20 December 2024)
as a result of exiting the REIT regime. This was in addition to the return of capital via the redeemable bonus shares.
2 As defined and calculated under API’s Alternative Performance Measures (see pages 70 to 71)
3 Assumes re-investment of dividends excluding transaction costs.
Sources: Aberdeen PLC, MSCI
API Annual Report & Accounts Year End 31 December 2024
4
Chair’s Statement
Background
As previously reported in both the Company’s 2023 Annual
Report & Financial Statements and 2024 Interim Report &
Accounts, the Board undertook a strategic review in the
second half of 2023. This was prompted by concerns
about the Company’s size, lack of liquidity in its shares,
uncovered dividend and the share price trading at a
persistently large discount to the net asset value (NAV).
The outcome of this review was for the Board to
recommend to shareholders that they vote in favour of a
proposed merger with Custodian REIT. However, this
ultimately did not garner enough shareholder support at
the Extraordinary General Meeting in March 2024.
In advance of the March EGM, the Board had indicated
that, should the Custodian merger proposal fail, then a
liquidation of the Company would be the recommended
alternative. Therefore, in May 2024 API shareholders were
given the opportunity to vote on a proposed change to the
Group’s Investment Objective from “The Company’s
objective and purpose is to provide Shareholders with an
attractive level of income together with the prospect of
income and capital growth.” to “The Company’s
investment objective is to realise all existing assets in the
Company’s portfolio in an orderly manner.” Included in this
change was a revision of the fees paid to the Investment
Manager to reflect the new Investment Objective and
align the interest of the Investment Manager with the sale
and return of capital to shareholders. On 28 May 2024,
approximately 96% of shareholders (who voted) voted in
favour of this proposal and the resolution passed.
Managed Wind-Down
Following the May 2024 vote, alongside the Investment
Manager, the Board explored the most effective means of
disposing of the Company’s assets, with the main aims
being to obtain the best achievable value for the
Company’s assets at the time of their realisation and to
repay borrowings and return capital to shareholders as
swiftly as possible. As previously disclosed, this
encompassed various disposal strategies, including
individual property sales (of which 6 completed in 2024)
alongside a wider portfolio transaction. Through an
independent agent the whole residual portfolio (excluding
the land at Far Ralia) was marketed to potential buyers in
an extensive and competitive process; while it was made
known that Far Ralia was also available for purchase, it was
felt that its inclusion may deter potential purchasers of the
wider portfolio and a more targeted approach for the
asset in isolation would result in a more favourable
outcome. Following consideration of these proposals, and
what might be achieved by way of individual property
sales over a longer period with the associated risks, the
Board selected a preferred bidder and agreed a
transaction with GoldenTree Asset Management
(GoldenTree) for the sale of the entire share capital of
abrdn Property Holdings Limited (aPH), the wholly owned
subsidiary of the Company.
Sale of aPH
After extensive due diligence by the purchaser and
detailed negotiations, the transaction completed on 29
November 2024 as expected and comprised the sale of 39
assets (being the Company’s entire residual investment
property portfolio barring its interest in Far Ralia) in
addition to the Group’s debt facility with RBSI and various
net current assets/liabilities. The cash consideration for
the purchase of the investment portfolio was £351m (an
8% discount to the portfolio’s valuation as at 30 June 2024),
while the net proceeds, after adjusting for debt and other
net assets subject to normal adjustments including those
arising from the completion process, was £234.3m
(resulting in an accounting loss of £48.2m).
GoldenTree paid an initial cash deposit of £35.1m upon
exchange of contracts in September 2024, and a
subsequent balancing payment on 29 November 2024. As
part of the sales agreement, there was then a period of
review in which the final completion accounts were
prepared to reflect any post balance sheet events which
would impact the aforementioned adjustments. This
created a degree of uncertainty as to the final amount of
the net proceeds. After consultation with the proposed
liquidators, Investment Manager and other advisors, the
Board decided to keep a prudent retention to allow for
future costs and conclusion of the completion accounts
process.
The Board’s view was that the most efficient way of
returning funds to shareholders was by means of a
Redeemable Bonus Share Scheme. To that end, a circular
was issued to shareholders outlining proposed changes to
the Articles of Association which allowed the Board to
return 55p per share in aggregate. This was made up of:
▸an initial return of capital comprising 52p per share, paid
on 23
December 2024.
▸an interim Property Income Distribution of 3p per share,
paid on 10 January 2025.
API Annual Report & Accounts Year End 31 December 2024
5
At a General Meeting of the Company on 17 December
2024, approximately 99.5% of shareholders (who voted)
voted in favour of this proposal and the resolution passed.
REIT Status
The Company had been a member of the REIT regime
since 1 January 2015 and while a member was required to
distribute at least 90% of the income profits of the Group’s
UK property rental business (“Property Income”). A
consequence of the transaction was that the Company
immediately exited the REIT regime and is now required to
distribute the accumulated undistributed Property
Income. The 3p additional interim Property Income
Distribution noted above represented an initial payment
under this requirement and the Board intend to announce
a further final property income distribution at a date in the
future.
Board Composition
Following the disposal of the subsidiaries and initial return
of Capital to shareholders, the Board undertook a review
of the residual business and requirements for the
foreseeable future. Taking account of the responsibilities
which were required to be discharged and the need to
exercise management of the Company’s ongoing
operating costs, the Board concluded that two Directors
was an appropriate number. On 31
st
December, three
Directors (including the previous Chair) resigned from the
Board.
The Company would like to acknowledge and thank them
for their huge contributions to the Company - particularly
over the last 18 months.
Financial Resources
As noted, the transaction with GoldenTree included the
transfer of the Group’s debt facility with RBSI and the
Company no longer has access to revolving credit
facilities (“RCF”). In order to ensure that the retained cash
was invested appropriately, the Board invested the
residual cash proceeds into a shorter-term money market
fund, the abrdn Liquidity Fund – Sterling, which offered a
competitive rate of interest. This was deemed to be a low
risk investment offering good liquidity, competitive returns
and low costs relative to alternative deposit options.
At the year end the Company held £36.7m in cash and had
other financial resources of £18.4m net of any prevailing
financial commitments; i.e. not including any future costs
associated with the running of the company through
liquidation or potential balancing payment due on the
transaction.
Annual General Meeting (“AGM”)
The Annual General Meeting (“AGM”) will be held at
10.00am on Monday 11 August 2025 at the offices of
Aberdeen PLC, 1 George Street, Edinburgh EH2 2LL. The
timing of the sale of Far Ralia is uncertain so the Board
have decided to defer the AGM from the usual June date.
The Board looks forward to welcoming shareholders in
person where they will have the opportunity to put
questions to the Board and/or the Manager. Shareholders
are also invited to submit questions by email in advance to
property.income@aberdeenplc.com
Final Distributions and Outlook
As detailed further in these 2024 Annual Report & Financial
Statements, the current NAV of 8p might imply that the
Company could liquidate and distribute that to
shareholders. It should be noted however that the current
NAV does not reflect ongoing running costs until liquidation
and beyond, or final matters relating to the Sales
Agreement. Furthermore, there is still considerable
uncertainty around the timing and value of the eventual
sale of Far Ralia which could impact the size of future
distributions. The Investment Manager is actively looking to
dispose of Far Ralia and their sole focus, together with the
Board, is to maximise the return of capital to shareholders
as expeditiously as possible.
Shareholders are reminded that as soon as liquidators are
appointed the Company’s shares will cease trading on the
London Stock Exchange effectively meaning the shares
cannot be sold with their value totally dependent on the
proceeds distributed by the liquidator after all assets are
sold and liabilities paid.
When appropriate the Board will update shareholders
regarding the sale of Far Ralia, and any potential impact to
the ultimate distribution they will receive.
30 April 2025
Mike Balfour
Chair
API Annual Report & Accounts Year End 31 December 2024
6
Investment Manager’s Report
for the year ended 31 December 2024
Review of 2024
Throughout 2024 the main focus was on managing the
property assets optimally despite the corporate activity
affecting the future of the Company. We began the year
with the merger discussions and resulting due diligence,
before the shareholder votes that led to the beginning of
the Managed Wind-Down (MWD). During this time, the
Company continued to reduce debt with six disposals
being completed – two in each of the first three quarters of
the year. These are outlined in more detail below.
Following the shareholder decision in May 2024 to begin
the MWD, the Board and Investment Manager reviewed
the various options available and decided to explore a
portfolio sale whilst also preparing the assets for individual
disposals. Following an extensive marketing exercise, the
Company entered into exclusive discussions with
GoldenTree Asset Management in August 2024 to dispose
of a portfolio of 39 assets (from the remaining 40 assets)
by way of a sale of abrdn Property Holdings Limited (aPH),
one of the Company subsidiaries which held all the
company’s property assets (either directly or via its own
investment in the General Partner / Limited Partnership).
Whilst at a discount to valuation at the time, it was decided
that the benefit of an accelerated return of capital to
shareholders was preferable to a more protracted
individual sale process.
After an 8-week formal due diligence period, contracts
were exchanged on the corporate sale of aPH in
September with completion on the 29th of November.
Purchases:
Given the corporate activity in early 2024 and the
subsequent vote to change the Group’s Investment
Objective the Company made no purchases during the
year.
Sales:
Prior to the disposal of aPH to GoldenTree, six assets had
been sold in the year with a total sales price of £43.5m.
▸London, 15 Basinghall Street (Office) – sold in the first
quarter for £9.8m, 7.1% below the preceding valuation.
▸Warrington, Opus 9 (Industrial) – sold in the first quarter
for £6.8m, 5.5% above the preceding valuation.
▸Hebburn, Unit 4 Monkton Business Park (Industrial) – sold
in the second quarter for £5.3m to the tenant, 6.0% above
the preceding valuation.
▸Bristol, Kings Business Park (Industrial) – sold in the
second quarter for £7.9m, 1.3% below the preceding
valuation.
▸Dover, Bastion Point (Industrial) - sold for £9.5m in the
third quarter, 4.8% below the preceding valuation.
▸Manchester, 101 Princess Street (Office) – sold for £4.3m
in the third quarter, 2.3% below the preceding valuation..
Overall, the 2024 sales were completed 0.1% above the
valuation immediately preceding the relevant sale; the
sales resulted in an accounting loss of £2.1m when taking
into account the December 2023 valuations and
transaction costs.
Outlook for 2025
The sole focus of the Board and Investment Manager in
the coming year is to sell the remaining asset and liquidate
the company as swiftly as possible. To that end, we
continue to market the one remaining property asset that
the company owns, Far Ralia. As a natural capital
investment (in an emerging market), where a proportion
of the value is attributed to the value of potential carbon
offsets offered by the tree planting, there isn’t a large
number of potential investors. That said, we have had
interest to date from a variety of potential buyers and
anticipate completing a sale during the course of the year.
Valuation
The portfolio was valued quarterly by Knight Frank LLP
under the provisions of the RICS Red Book. As at 31
December 2024 the sole property Far Ralia, was valued at
£10.0m and the Company held cash of £36.6m.
API Annual Report & Accounts Year End 31 December 2024
7
Stakeholder Engagement
for the year ended 31 December 2024
This section explains how the Directors have promoted the
success of the Company for the benefit of its members as
a whole during the financial year to 31 December 2024.
The Directors take into account the likely short and long-
term consequences of decisions, the need to foster
relationships with all stakeholders and the impact of the
Company’s operations on the environment, in
accordance with the UK Code on Corporate Governance.
The Role of the Directors
The Company was a REIT until 29 November 2024 and is
now an Investment Company whose shares are listed on
the London Stock Exchange. It has no Executive Directors
or employees and is governed by a Non-Executive Board
of Directors. Its main stakeholders are Shareholders, the
Investment Manager, Service Providers, Debt Providers,
the Environment and the Community.
As set out in the Corporate Governance Report, the Board
has delegated day-to-day management of the assets to
the Investment Manager and either directly or through the
Investment Manager, the Company employs key suppliers
to provide services in relation to property management,
health & safety, valuation, legal and tax requirements,
auditing, depositary obligations and share registration,
amongst others. All decisions relating to the Company’s
investment policy, investment objective, dividend policy,
gearing, corporate governance and strategy in general
are reserved for the Board.
The Board meets quarterly, with numerous other ad-hoc
meetings, and receives full information on the Company’s
performance, financial position and any other relevant
information.
The Board regularly reviews the performance of the
Investment Manager, and other service providers, to
ensure they manage the Company effectively and that
their continued appointment is in the best long-term
interests of the stakeholders as a whole.
The Board also reviews its own performance annually to
ensure it is meeting its obligations to stakeholders.
Engagement with key stakeholders is considered formally
as part of the annual evaluation process.
Strategic Activity during the Year
Notable transactions where the interests of stakeholders
were actively considered by the Board during the year,
and subsequently, include:
▸Following the strategic review undertaken in the second
half of 2023 in response to concerns about the Company’s
size, lack of liquidity in its shares, a substantial discount to
NAV and an uncovered dividend, the Board
recommended to shareholders that they vote in favour of
a proposed merger with Custodian REIT for the reasons
outlined in various announcements to shareholders during
the first quarter of 2024. Shareholders voted on 27 March
2024 to reject this proposal.
▸As a result of that Shareholder vote, the Board initiated
steps to place the Company into a managed and order
wind-down, with the aim of returning capital to
shareholders through the disposal of its investment
portfolio. Shareholders voted overwhelmingly in favour of
this proposal at a general meeting held on 28 May 2024.
▸Assessing the potential benefits relative to any
drawbacks of a targeted portfolio sale against a
protracted process of individual asset sales; including
being able to return a sizeable portion of Capital quickly to
shareholders albeit at a potential larger discount in
comparison to proceeds achieved via individual asset
sales.
Shareholders
Shareholders are key stakeholders and the Board places
great importance on communication with them. The
Board welcomes all shareholders’ views and aims to act
fairly to all shareholders.
Over the past year, the Board, Investment Manager and
Company’s Broker have continued to meet regularly with
shareholders, and prospective shareholders, to discuss
Company initiatives and seek feedback. The views of
shareholders are discussed by the Board at every Board
meeting, and action taken to address any shareholder
concerns. The Investment Manager also provided regular
updates to shareholders and the market through the
Annual Report, Half-Yearly Report, Quarterly Net Asset
Value announcements, Company Factsheets and its
website.
The Chair offers to meet with key shareholders at least
annually, and the SID is available to meet shareholders as
required.
The Company’s AGM provides a forum, both formal and
informal, for shareholders to meet and discuss issues with
the Directors and Investment Manager of the Company.
API Annual Report & Accounts Year End 31 December 2024
8
The Board welcomes correspondence from shareholders,
addressed to the Company’s registered office. All
shareholders have the opportunity to put questions to the
Board at the Annual General Meeting.
This year’s AGM is being held at 10.00am on 11 August
2025 at the offices of Aberdeen PLC, 1 George Street,
Edinburgh, EH2 2LL.
The Board hopes that as many shareholders as possible
will be able to attend the meeting. As set out in the Chair’s
Statement, shareholders are encouraged to submit
questions in advance of the AGM by email to:
property.income@aberdeenplc.com.
Tenants
Another key stakeholder group has historically been the
underlying tenants that occupied space in the properties
that the Company owned. For most of the year while the
Company owned Investment Properties, the Investment
Manager worked closely with tenants to understand their
needs through regular communication and visits to
properties.
The Board believes that tenants benefited from a trusting
and long-term working relationship with the Investment
Manager, sustainable buildings and tenancies, value for
money and a focus on the community, health & safety and
the environment.
Given the sale of abrdn Property Holdings Limited but the
retention of Far Ralia, and the nature of that property, the
Company no longer has any tenants.
Debt Provider
The Company formerly had a term loan facility and
revolving credit facility with The Royal Bank of Scotland
International Limited (“RBSI”). RBSI sought responsible
portfolio management and ongoing compliance with the
Company’s loan covenants. The Company maintained a
positive working relationship with RBSI and provided
regular updates on business activity and compliance with
its loan covenants. Following the sale of its subsidiaries, the
Company no longer has any debt arrangements with RBSI
as these transferred with the subsidiaries.
Investment Manager
The Chair’s Statement on pages 4 to 5 and Investment
Manager’s Report on page 6 detail the key investment
decisions taken during the year and subsequently. The
Investment Manager has continued to manage the
Company’s assets in accordance with the mandate
provided by shareholders, with the oversight of the Board.
The Board receives presentations from the Investment
Manager at every Board meeting to help it to exercise
effective oversight of the Investment Manager and the
Company’s Strategy. The Board formally reviews the
performance of the Investment Manager, and the fees it
receives, at least annually. More details on the conclusions
from the Board’s review is set out on page 19.
Other Service Providers
The Board also ensures that the views of its service
providers are heard and annually reviews these
relationships in detail. The aim is to ensure that contractual
arrangements remain in line with best practice, services
being offered meet the requirements and needs of the
Company and performance is in line with the expectations
of the Board, Investment Manager and other relevant
stakeholders. Reviews will include those of the company
secretary, broker and share registrar. The Company’s
auditor is reviewed annually by the Audit Committee.
The Community and the Environment
The Board and the Investment Manager have always
been committed to investing in a responsible manner.
Further information is provided in the Sustainability
Committee Report on page 23.
API Annual Report & Accounts Year End 31 December 2024
9
Strategic Overview
for the year ended 31 December 2024
Objective
The objective, and purpose, of the Group is to realise all of
its assets in an orderly manner in accordance with the
resolutions passed at the Extraordinary General Meeting
on 28 May 2024.
Investment Policy and Business Model
The Directors have achieved this investment objective by
effecting an orderly realisation of the majority of its assets
balancing maximising returns for Shareholders against
the timeframe for disposal and return of capital. The
Company has ceased to make any new investments or to
undertake capital expenditure except as deemed
necessary or desirable by the Board in connection with the
sale of assets, primarily where such expenditure was
necessary to protect or enhance the realisable value of an
asset.
The net proceeds from realisations have been used to
repay borrowings and make timely returns of capital to
shareholders (net of provisions for the Company’s costs
and expenses) in such manner as the Directors
considered appropriate.
Any amounts received by the Company during the
Managed Wind-Down that have not been used to repay
borrowing or repaid to shareholders are held by the
Company as cash on deposit and/or as cash equivalent
securities, including short-dated corporate bonds or other
cash equivalents, cash funds or bank cash deposits
(and/or funds holding such investments), prior to the full
liquidation of the Company.
Any material change to the investment policy of the
Company may only be made with the prior approval of its
Shareholders.
The Board
As at 31 December 2024, following the resignation of three
Directors, the Board consisted of a Non-Executive Chair
and one Non-Executive Director. The names of those
Directors who held office during the year to 31 December
2024 and at the date of this report appear on page 12.
Key Performance Indicators
The Board has historically reviewed performance on a
quarterly basis against a number of key measures which
are considered to be alternative performance measures
(“APMs”). These APMs were in line with recognised industry
performance measures both in the Real Estate and
Investment Trust industry and helped to assess the overall
performance of the portfolio and the wider Group.
These APMs are no longer relevant for the Company, with
the focus now being on the sale of the remaining property,
the liquidation of the Company and return the cash to
shareholders.
Net Asset Value Total Return.
The net asset value (“NAV”) total return reflected both the
net asset value growth of the Company and the dividends
paid to shareholders. The Board regarded this as the best
overall measure of value delivered to shareholders. The
Board assessed the NAV total return of the Company over
various time periods (quarter, annual, three years, five
years and ten years) and compared the Company’s
returns to those of its peer group of listed, closed-ended
property investment companies. Given the disposal of the
subsidiaries on 29 November 2024 and the subsequent
capital redemption of 52p, the NAV of the Company is no
longer directly comparable to its former peer group. As
such, this APM is no longer relevant.
Premium or Discount of the Share Price to Net Asset
Value.
The Board closely monitored the premium or discount of
the share price to the NAV and believed that a key driver
for the level of the premium or discount was the
Company’s long-term investment performance. As with
NAV Total Return the Board considers that this measure is
no longer relevant.
Dividend per Share and Dividend Cover.
A key objective of the Company has historically been to
provide an attractive, sustainable level of income to
shareholders and the Board reviewed, at each Board
meeting, the level of dividend per share and the dividend
cover, in conjunction with detailed financial forecasts, to
ensure that this objective was being met and was
sustainable.
Given the disposal of the Investment portfolio by way of
the sale of the subsidiaries, dividend cover is no longer a
key metric for the Company. The Board however
continues to monitor the likely ultimate distribution to
shareholders following the vote to instigate the Managed
Wind-Down. In addition, the Board are cognisant that all
accumulated Property Income must be distributed in full
to shareholders now that it is no longer part of the REIT
regime.
API Annual Report & Accounts Year End 31 December 2024
10
A record of these measures is disclosed in the
Performance Summary, and Alternative Performance
Measures.
Principal Risks and Uncertainties
The Board ensures that proper consideration of risk is
undertaken in all aspects of the Company’s business on a
regular basis. Subsequent to completing the disposal of
abrdn Property Holdings Limited (aPH) to GoldenTree the
Board reassessed the Company’s principal risks as
summarised below:
Delays in the eventual liquidation of the Company.
The eventual liquidation of the Company is likely to be
dependent on the timing of the sale of the Company’s sole
remaining asset, Far Ralia; the Board will provide an
update to Shareholders if this position changes. The risk
therefore is that any delays in the sales process will likely
impact not just the timing of the liquidation but also
potentially the scale of final distribution to shareholders
(see below). The risk is mitigated by an active marketing
process and risks include finalising Scottish Forestry
consent required as part of the sales process which is
progressing. Furthermore, the Board are in regular
contact with the potential liquidators regarding the timing
of when they could be appointed and the retention they
would require.
The ultimate total distribution to shareholders is less
than expected.
To mitigate this risk, the Board received regular updates
from the Investment Manager during the negotiation
period for the subsidiary sale and established a prudent
buffer at the point of initial capital distribution to
Shareholders during December 2024 (via the
Redeemable Bonus Share issue). Estimates of what the
ultimate total distribution to shareholders were
communicated to shareholders when it was prudent to do
so. The ultimate distribution to shareholders is highly
dependent on the timing of the sale of Far Ralia and the
resultant sales price achieved; the former is likely to impact
ongoing running costs prior to liquidation (i.e. longer period
to liquidation, higher running costs). This risk is mitigated
through the regular review of forecast costs, scrutiny of
the selling agent, and proactive discussions with the
potential liquidator.
Environmental.
Extreme weather events both in the UK and globally are
becoming a more regular occurrence due to climate
change, the impact of the environment on property and
on the wider UK economy is seen as an increasing risk.
Environmental risk was historically considered as part of
each purchase and monitored on an ongoing basis by the
Investment Manager.
Please see the Sustainability Committee Report for further
details on how the Company addresses environmental
risk, including climate change.
Other Risks.
Other risks faced by the Company include the following:
▸Tax efficiency – following the change in structure of the
Group on 29 November 24, it can no longer qualify for
REIT Tax status. As such, there is a clear risk that the
Company can no longer be seen as a tax efficient
investment vehicle for shareholders. In addition a future
delisting may ultimately impact shareholders invested
via tax efficient wrappers such as ISAs.
▸Regulatory – breach of regulatory rules could lead to
the suspension of the Group’s Stock Exchange Listing,
financial penalties or a qualified audit report.
▸Financial – inadequate controls by the Investment
Manager or third-party service providers could lead to
misappropriation of assets. Inappropriate accounting
policies or failure to comply with accounting standards
could lead to misreporting or breaches of regulations.
▸Operational – failure of the Investment Manager’s
accounting systems or disruption to the Investment
Manager’s business, or that of third-party service
providers, could lead to an inability to provide accurate
reporting and monitoring, leading to loss of shareholder
confidence.
▸Business continuity – risks to any of the Company’s
service providers or properties, following a catastrophic
event e.g. terrorist attack, cyber-attack, power
disruptions or civil unrest, leading to disruption of service,
loss of data etc.
▸Cyber – the risk of large-scale network disruption
through various forms such as hacking, malware,
phishing, DDOS, data breach or loss. In addition, Artificial
Intelligence and it's potential use in cyber attacks
The Board seeks to mitigate and manage all risks through
review, policy setting and enforcement of contractual
obligations. It also regularly monitors the investment
environment and where the Company’s cash is invested.
Details of the Group’s internal controls are described in
more detail in the Corporate Governance Report on
pages 17 to 22.
API Annual Report & Accounts Year End 31 December 2024
11
Emerging Risks
Emerging risks have been identified by the Board through
a process of evaluating relatively new risks that have
emerged and increased materially in the year, and
subsequently, or through market intelligence are
expected to grow significantly and impact the Company.
Any such emerging risks are likely to cause disruption to
the business model. If ignored, they could impact the
Company’s financial performance and prospects.
Alternatively, if recognised, they could provide
opportunities for transformation and improved
performance.
▸Future of the Company
In the Company’s 2023 Annual Report & Financial
Statements, several risks were noted associated with the
size, speed and method of capital distributions back to
shareholders, and maintenance of REIT status if
shareholders voted in favour of the (then) proposed
managed wind-down. Following the vote, the Board took
steps to address these ultimately resulting in the disposal
of the Group’s subsidiaries to GoldenTree Asset
Management LP. This helped to ensure that a sizeable
proportion of capital was distributed quickly to
shareholders. As noted above, there are still some risks
regarding the timing and magnitude of the final
distributions and these now form part of the key risks of the
Company.
There now exists a clear risk around the liquidation
process itself. Once in liquidation, the Company’s shares
will no longer be traded on a stock exchange and
shareholders will not be able to realise their investments
and will be dependent on the liquidator who will assume
responsibilities over the operational management of the
Company during the liquidation period. The length of the
liquidation itself and timing of ultimate distributions relating
to any residual cash due to shareholders would be at their
discretion.
▸Economic and Geopolitical
The current economic and geopolitical environment is
unpredictable, and changing rapidly, and this may affect
real estate valuations and/or deter prospective buyers,
increasing the risk relating to the quantum and timing of
sale of Far Ralia.
▸Climate
A "greenlash" against climate policies is emerging
following the Republicans win in the US elections in 2024.
This could derail progress against global climate targets
and dampen the demand for carbon offset assets.
▸Technology & Artificial Intelligence
Cyber-attacks are increasing in occurrence and target
businesses’ data, IT systems and even their physical
infrastructure as buildings have become more reliant on
smart technology for their daily operation. In addition, the
rapid evolution of AI is potentially introducing risks that
have not yet been identified or quantified.
Viability Statement
The Company’s sole remaining property asset is the land
at Far Ralia. Subsequent to the post year end PID of 3p,
other assets comprise an investment in a money market
fund, cash at bank and other net current assets. The Board
has therefore considered whether the Company could still
be considered ‘viable’. As part of this assessment, the
Board reviewed estimations of projected costs (up to and
during a liquidation period) relative to cash retained from
the initial distribution of 55p.
The Board has also carried out a robust assessment of the
principal and emerging risks faced by the Group, as
detailed on pages 10 to 11.
After review, the Board are confident that the Company
has sufficient resources to be able to meet its liabilities as
they fall due. However, it also acknowledges that the
Company can no longer be considered viable given there
is a clear intention to liquidate the Company and return
surplus cash to shareholders.
Approval of Strategic Report
The Strategic Report comprises the Financial and Portfolio
Review, Performance Summary, Chair’s Statement,
Investment Manager’s Review, Stakeholder Engagement
and Strategic Overview. The Strategic Report was
approved by the Board and signed on its behalf by:
30 April 2025
Mike Balfour
Chair
API Annual Report & Accounts Year End 31 December 2024
12
Board of Directors
Mike Balfour Mike Bane
Chair Board member
Mike Balfour is a UK resident. He is a member of the Institute of
Chartered Accountants of Scotland and was Chief Executive at
Thomas Miller Investment Ltd from 2010 to January 2017. Prior
to this, he was Chief Executive at Glasgow Investment
Managers and Chief Investment Officer at Edinburgh Fund
Managers Limited. Mike has 39 years of investment
management experience and was appointed to the Board on
10 March 2016. He is also Chair of Fidelity China Special
Situations PLC, and was recently appointed Chair of Smithson
Investment Trust. Mike is also on the board of TPT Retirement
Solutions.
Following the retirement of the Chair of the Board on 31
December 2024, Mike Balfour assumed the responsibilities of
the Chair of the Company.
Contribution: During the year, Mike Balfour acted as Chair of the
Audit Committee.
Mike Bane is a resident of Guernsey. Mike is a member of the
Institute of Chartered Accountants of England & Wales and
retired as an assurance partner in Ernst & Young LLP (“EY”) in
2018. He has over 35 years’ experience in practice with a focus
on the asset management and real estate industries. He was a
member of EY’s EMEIA Wealth and Asset Management Board
and was responsible for EY’s services to those industries in the
Channel Islands. Mike is Chair of HICL plc and a non-executive
director of Apax Global Alpha Limited. In addition, he is Chair of
The Health Improvement Commission for Guernsey & Alderney
LBG.
Following the resignations of certain Directors on 31 December
2024, Mike Bane assumed the role of Senior Independent
Director and became Chair of the Company's Audit Committee.
Contribution: During the year, Mike Bane continued as Chair of
the Sustainability Committee.
James Clifton-Brown Jill May
Former Chair Former Board member
Contribution: Throughout the year, James Clifton-Brown acted
as Chair of the Company. James retired from the Board on 31
December 2024 following the Board’s decision to reduce the
size of the Board as detailed in the Chair’s statement on page 5.
Contribution: Throughout the year, Jill May acted as Senior
Independent Director as well as Chairing the Remuneration
Committee, Nomination Committee and Management
Engagement Committee. Jill retired from the Board on 31
December 2024 following the Board’s decision to reduce the
size of the Board as detailed in the Chair’s statement on page 5.
Sarah Slater
Former Board member
Contribution: Throughout the year, Sarah Slater acted as Chair
of the Property Valuation Committee. Sarah retired from the
Board on 31 December 2024 following the Board’s decision to
reduce the size of the Board as detailed in the Chair’s statement
on page 5.
API Annual Report & Accounts Year End 31 December 2024
13
Directors’ Report
for the year ended 31 December 2024
The Directors of abrdn Property Income Trust Limited ("the
Company") present their annual report and audited
financial statements for the year to 31 December 2024.
Principal Activity and Status
The Company was incorporated in Guernsey on 18
November 2003 under registration number 41352. The
Company is a closed ended investment company
registered under the provisions of The Companies
(Guernsey) Law, 2008 (as amended). On 1 January 2015
the Company migrated its tax residence to the UK and
became a UK REIT. The Company’s ordinary shares are
admitted to trading on the premium segment of the
London Stock Exchange. The Company has complied
with the relevant provisions of, and the requirements set
out in, the United Kingdom’s Financial Conduct Authority’s
Listing Rules throughout the year under review.
At 31 December 2024, the Group consisted of the
Company only; the four subsidiaries which previously
formed part of the Group were disposed of as part of the
transaction with GoldenTree on 29 November 2024.
Following the disposal of the subsidiaries, the Company no
longer qualified for the REIT regime. The immediate
implication being that it would no longer benefit from the
previous exemption from Corporation Tax; although any
Tax charge would only apply to its financial results from
the date it ceased being classified as a REIT. A further
implication was that the Company must ensure that 100%
of the accumulated income profits of the Group’s UK
property rental business be distributed to shareholders;
while a member of the REIT regime there was a
requirement to distribute at least 90% of this each year –
meaning there is now a requirement to distribute the
retained amounts not previously distributed.
Results and Dividends
The Group generated an IFRS loss of £42.9 million (2023:
Loss of £8.3 million) in the year equating to a loss per share
of 11.25p (2023: loss of 2.17p). In addition, the Group had
cash inflows of £30.0 million (2023: outflows of £9.2 million)
in the year and had cash at the year-end of £36.7 million
(2022: £6.7 million). The Group paid out income dividends
totalling £15.2 million (2023: £15.2 million) in the year.
Following the sale of the subsidiaries on 29 November
2024, the Company made two further distributions to
Shareholders:
▸an initial return of capital comprising 52p per share, paid
on 23
December 2024.
▸an interim Property Income Distribution of an additional
3p per share, paid on 10 January 2025.
Share Capital and Voting Rights
At 31 December 2024 there were 406,865,419 ordinary
shares of 1p each in issue, comprising 381,218,977 (2023:
381,218,977) ordinary shares with voting rights and an
additional 25,646,442 (2022: 25,646,442) ordinary shares
held in treasury. During the year, the Company bought
back no (2023: nil) ordinary shares into treasury. There
have been no changes to the ordinary shares in issue, or
held in treasury, since the year end.
Following the disposal of the Group's subsidiaries on 29
November, Redeemable Bonus Shares were issued to
Shareholders on 19 December 2024 and simultaneously
redeemed and cancelled at a redemption price of 52p on
the same day; Shareholders received 1 Redeemable
Bonus Share for each API Share they held. The proceeds
were returned to Shareholders on the 24 December 2024.
All ordinary shares rank equally for dividends and
distributions and carry one vote each. There are no
restrictions concerning the transfer of ordinary shares in
the Company, no special rights with regard to control
attached to the ordinary shares, no agreements between
holders of ordinary shares regarding their transfer known
to the Company and no agreement which the Company
is party to that affects its control following a takeover bid.
As required by the FCA’s Listing Rules, the Directors will only
issue shares at prices which are not less than the net asset
value of the ordinary shares unless such shares are first
offered on a pre-emptive basis to existing shareholders or
otherwise with the approval of shareholders.
Directors
The Directors of the Company during the year and at the
date of this Report are set out below, including details of
the number of ordinary shares in the Company (audited):
2024 2023
James Clifton-Brown n/a 21,500
Jill May n/a 128,592
Mike Balfour 250,000 125,000
Sarah Slater n/a 20,000
Mike Bane 66,700 -
API Annual Report & Accounts Year End 31 December 2024
14
Substantial Shareholdings
As at 31 December 2024 and 31 March 2025, the following
entities had notified the Company of a holding of 3% or
more of the Company’s issued share capital.
Holdings (%
)
31.12.2024 31.03.2025
Hargreaves Lansdown 9.1 9.8
Interactive Investor 8.3 7.4
UBS stocklending collateral
account
6.3 8.8
AJ Bell 5.4 4.5
BlackRock 5.0 N/A*
Goldman Sachs collateral 3.8 4.5
Fidelity International 3.7 3.7
RBC Brewin Dolphin 3.4 N/A*
JP Morgan 3.2 4.1
Morgan Stanley N/A* 3.1
* Holding under 3%.
External Agencies
The Board has contractually delegated the following
services to external firms:
▸The function of Alternative Investment Fund Manager,
including management of the investment portfolio
(delegated to abrdn Fund Managers Limited, see below)
▸Company secretarial and administration services
(delegated to Northern Trust International Fund
Administration Services (Guernsey) Limited)
▸Shareholder registration services (Computershare
Investor Services (Guernsey) Limited)
These contracts were entered into after full and proper
consideration by the Directors of the quality and cost of
services offered, including the financial control systems in
operation in so far as they relate to the Group. These
contracts were reviewed regularly by the Management
Engagement Committee whose responsibilities have
been absorbed into the main Board. Key members of staff
from the Investment Manager and Company Secretary
attend Board meetings to brief the Directors on issues
pertinent to the services provided.
Investment Management Agreement
The Company appointed abrdn Fund Managers Limited
(formerly Aberdeen Standard Fund Managers Limited)
(the “Investment Manager”) as its alternative investment
fund manager with effect from 10 December 2018.
Following the passing of an ordinary resolution of
shareholders on 28 May 2024 approving a new investment
policy for the Company implementing a managed wind-
down, a revocation of a previously served termination
notice issued 12 October 2023 was made and the terms of
the Investment Management Agreement were amended
and signed 2 July 2024.
Under the previous terms of the Investment Management
Agreement between the Investment Manager and the
Company (“the Management Agreement”), the
Investment Manager was entitled to an annual fee equal
to 0.60% of gross asset value up to £500 million and 0.50%
of gross asset value over £500 million. With effect from 31
May 2024, the Investment Manager is entitled to an annual
fee of 0.20% of total assets with a minimum fee of £50,000
payable per quarter. In addition, the Investment Manager
is entitled to receive 0.40% of any Gross Disposal Proceeds
received by the Company on disposals on or after 1 June
2024, while they receive £17,500 (excluding VAT) for
ongoing marketing until the Company delists.
The Investment Manager was also entitled to receive an
‘Incentive Fee’ based on the cumulative Gross Disposal
Fee relative to valuation of the portfolio as at 31 May 2024,
with the fee only being triggered if this is greater than 90%
of said valuation and if all assets are sold prior to 28
November 2025. As detailed in Note 26 on pages 68 to 69
of the Financial Statements, if Far Ralia is sold at its current
valuation, this fee would be £187,388 if sold prior to 28
November 2025 and £374,775 if sold prior to 28 May 2025;
no fee would be payable if sold after 28 November 2025.
The Management Agreement is terminable by either
party on not less than one year’s notice; the Agreement
can be terminated earlier on completion of the winding-
up and liquidation of the Company.
Directors’ Insurance and Indemnities
The Group maintains insurance in respect of Directors’
and Officers’ liabilities in relation to their acts on behalf of
the Group. The Company’s Articles of Association provide,
subject to the provisions of Guernsey law, for the Group to
indemnify Directors in respect of costs which they may
incur relating to the defence of any proceedings brought
against them arising out of their position as Directors in
which judgement is given in their favour or they are
acquitted.
Statement of Directors' Responsibilities
The Directors are responsible for preparing financial
statements for each year which give a true and fair view,
in accordance with applicable Guernsey law and
International Financial Reporting Standards (“IFRSs”) as
adopted by the European Union.
The Directors are required to prepare financial
statements for each financial year which give a true and
fair view of the state of affairs of the Company and of the
API Annual Report & Accounts Year End 31 December 2024
15
financial performance and cash flows of the Company for
that period. In preparing those Financial Statements, the
Directors should:
▸select suitable accounting policies in accordance with
IAS 8: Accounting Policies, Changes in Accounting
Estimates and Errors and then apply them consistently;
▸make judgement and estimates that are reasonable;
▸present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
▸provide additional disclosures when compliance with
the specific requirements in IFRSs as adopted by the
European Union is insufficient to enable users to
understand the impact of particular transactions, other
events and conditions on the Company’s financial
position and financial performance;
▸state that the Company has complied with IFRSs as
adopted by the European Union, subject to any material
departures disclosed and explained in the financial
statements; and
▸prepare the financial statements on a going concern
basis unless it is inappropriate to presume that the
Company will continue in business.
The Directors confirm that they have complied with the
above requirements in preparing the Financial
Statements. As detailed further in note 2.1, the Directors
have deemed it reasonable to prepare the Group
Consolidated Financial Statements on a basis other than
that of a going concern.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable
accuracy at any time, the financial position of the
Company and to enable them to ensure that the Financial
Statements comply with The Companies (Guernsey) Law,
2008. They are also responsible for safeguarding the
assets of the Company and hence for taking reasonable
steps for the prevention and detection of fraud, error and
non-compliance with law and regulations.
Corporate Governance
The Directors’ report on Corporate Governance is
detailed on pages 17 to 22 and forms part of the Directors’
Report.
Criminal Finances Act
The Directors are fully committed to complying with all
legislation and appropriate guidelines designed to prevent
tax evasion and the facilitation of tax evasion in the
jurisdictions in which the Group, its service providers and
business partners operate.
Financial Instruments
The financial risk management objectives and policies
arising from financial instruments and the exposure of the
Company to risk are disclosed in note 3 to the financial
statements.
Disclosure of Information to Auditors
In the case of each of the persons that are directors at the
time when the Annual Report is approved, the following
applies:
▸so far as the director is aware, there is no relevant audit
information of which the Company’s auditors are
unaware; and
▸he/she has taken all the steps that he/she ought to
have taken as a director in order to make himself/herself
aware of any relevant audit information and to establish
that the Company’s auditors are aware of that
information.
Going Concern
The Group’s strategy and business model, together with
the factors likely to affect its future development,
performance and position, including principal risks and
uncertainties, are set out in the Strategic Report.
As set out in more detail in the Chair’s Statement on page
4 and Note 2.1 on pages 42 to 43 of the Financial
Statements, following the results of the Extraordinary
General Meetings held throughout 2024, the Company
was placed into a Managed Wind-Down with the aim of
realising all assets in its portfolio in an orderly manner. It
was intended that the proceeds of such sales would be
utilised to repay borrowings and make timely returns of
capital to shareholders.
As part of the Managed Wind-Down process, the
Company subsequently completed on the disposal of its
entire investment in abrdn Property Holdings to
GoldenTree Asset Management LP on 29 November.
Following this, Shareholders approved a mechanism for
returning capital; further details of which can be found in
Note 18 on pages 64 to 65.
The Directors have reviewed detailed cash flows and are
satisfied that the Company will have no difficulty in
meeting its liabilities as they fall due over the foreseeable
future given the quantity of cash retained from the initial
return of capital. However, there now exists a clear
intention to enter liquidation at some point in the
foreseeable future. As such, the Board have concluded
API Annual Report & Accounts Year End 31 December 2024
16
that it is no longer appropriate to adopt a Going Concern
basis, and these Financial Statements have been
prepared on a basis other than that of a going concern.
Note 2.1 on pages 42 to 43 of the Financial Statements
includes further details on the Board’s assessment of going
concern and how this has impacted the presentation of
the Financial Statements themselves.
Independent Auditors
A resolution to re-appoint Deloitte LLP as the Group's
auditor will be proposed to the shareholders at the Annual
General Meeting on 11 August 2025.
Annual General Meeting
The notice of the Annual General Meeting, which will be
held this year at 10.00 am on 11 August 2025 at the offices
of Aberdeen PLC, 1 George Street, Edinburgh EH2 2LL,
may be found on pages 79 to 81.
The Board hopes that as many shareholders as possible
will be able to attend the Annual General Meeting, where
there will be the opportunity to put questions to both the
Board and Investment Manager.
The Board welcomes correspondence from shareholders
in writing to the Company’s registered office (see page
78) or by email to:
property.income@aberdeenplc.com
Approved by the Board on 30 April 2025 .
Chair
API Annual Report & Accounts Year End 31 December 2024
17
Corporate Governance Report
for the year ended 31 December 2024
Introduction
The Company is committed to high standards of
corporate governance.
The Board has considered the Principles and Provisions of
the UK Code of Corporate Governance 2024 (the “UK
Code”, “UKCGC”) which is available on the Financial
Reporting Council’s (the “FRC”) website: frc.org.uk.
The Company has complied with the provisions of the UK
Code on Corporate Governance, except those relating to
the requirement for an internal audit function (UKCGC
Paragraphs 25 and 26). The Board considers that this
provision is not relevant to the Company, being an
externally managed investment company. In particular, all
of the Company’s day-to-day management and
administrative functions are outsourced to third parties. As
a result, the Company has no internal operations. The
Company has therefore not reported further in respect of
these provisions.
The Board
The Board is comprised of Non-Executive Directors with
Mike Balfour as Chair and Mike Bane as Senior
Independent Director and Chair of the Audit Committee.
Biographical details of each Director may be found on
page 12.
All Directors are considered by the Board to be
independent of the Investment Manager and free of any
relationship which could materially interfere with the
exercise of their independent judgement on issues of
strategy, performance, resources and standards of
conduct.
Matters Reserved for the Board.
The Board sets the Company’s objectives and ensures
that its obligations to its shareholders are met. It has
formally adopted a schedule of matters which are
required to be brought to it for decision, thus ensuring that
it maintains full and effective control over appropriate
strategic, financial, operational and compliance issues.
These matters include:
▸the maintenance of clear investment objectives and
risk management policies;
▸the monitoring of the business activities of the
Company ranging from analysis of investment
performance through to review of quarterly
management accounts;
▸monitoring requirements such as approval of the Half-
Yearly Report and Annual Report and financial
statements and approval and recommendation of any
dividends;
▸setting the range of gearing in which the Manager may
operate;
▸major changes relating to the Company’s structure
including share buy-backs and share issuance;
▸Board appointments and removals and the related
terms;
▸authorisation of Directors’ conflicts or possible conflicts
of interest;
▸terms of reference and membership of Board
Committees;
▸appointment and removal of the Manager and the
terms and conditions of the Management Agreement
relating thereto; and
▸London Stock Exchange/Financial Conduct Authority
– responsibility for approval of all circulars, listing
particulars and other releases concerning matters
decided by the Board.
Full and timely information is provided to the Board to
enable it to function effectively and to allow the Directors
to discharge their responsibilities.
Individual Directors are entitled to have access to
independent professional advice at the Group’s expense
where they deem it necessary to discharge their
responsibilities as Directors. The Group maintains
appropriate Directors and Officers liability insurance.
The Directors have access to the company secretarial
and administration services of the Company Secretary,
Northern Trust International Administration Services
(Guernsey) Limited, through its appointed
representatives. The Company Secretary is responsible to
the Board for:
▸Ensuring that Board procedures are complied with;
▸Under the direction of the Chair, ensuring good
information flows to the Board and its Committees, as
well as facilitating inductions and assisting with
professional developments; and
▸Liaising, through the Chair, on all corporate
governance matters.
Management of Conflicts of Interest, Anti-Bribery
Policy and Tax Evasion Policy.
The Board has a procedure in place to deal with a situation
where a Director has a conflict of interest. As part of this
process, the Directors prepare a list of other positions held
and all other conflict situations that may need authorising
API Annual Report & Accounts Year End 31 December 2024
18
either in relation to the Director concerned or their
connected persons. The Board considers each Director’s
situation and decides whether to approve any conflict,
taking into consideration what is in the best interests of the
Group and whether the Director’s ability to act in
accordance with his or her wider duties is affected. Each
Director is required to notify the Company Secretary of
any potential or actual conflict situations which require
authorising by the Board. Any authorisations given by the
Board are reviewed at each Board meeting.
The Board takes a zero-tolerance approach to bribery
and has adopted appropriate procedures designed to
prevent bribery. Aberdeen PLC also takes a zero-
tolerance approach and has its own detailed policy and
procedures in place to prevent bribery and corruption. It is
the Company’s policy to conduct all of its business in an
honest and ethical manner. The Company takes a zero-
tolerance approach to facilitation of tax evasion, whether
under UK law or under the law of any foreign country and
its full policy on tax evasion may be found on its website.
Board Diversity
In the past the Board has recognised the importance of
having a range of skilled, experienced individuals with the
right knowledge represented on the Board in order to
allow it to fulfil its obligations. It also recognised the benefits
and is supportive of, and gave due regard to, the principle
of diversity in its recruitment of new Board members. The
Board did not display any bias for age, gender, race, sexual
orientation, socio-economic background, religion, ethnic
or national origins or disability in considering the
appointment of Directors. The Board also took account of
the targets set out in the FCA’s Listing Rules, which are set
out below.
The Board has resolved that the Company’s year-end
date is the most appropriate date for disclosure purposes.
The information in the tables below has been provided by
each Director through the completion of questionnaires.
With effect from 31 December 2024, the Company no
longer meets the target that at least 40% of Directors are
women, further to the resignations of three Directors on 31
December 2024. The Board considers that two Directors is
the appropriate number of Directors for the Company,
taking account of the responsibilities which require to be
discharged and the need to exercise management of the
Company’s ongoing operating costs. Given the objective
of liquidating the Company the Board does not expect to
undertake a recruitment exercise which would present an
opportunity to address diversity on the Board
Number of
board members
Percentage of
the board
Number of senior
positions
on the board
(CEO, CFO, Chair and SID)
Number in executive
management
Percentage of
executive
management
Men 2 100% 2
3
N/A
3
N/A
3
Women - -
1
-
3
Not specified/prefer not to say - - -
Number of
board members
Percentage of
the board
Number of senior
positions
on the board
(CEO, CFO, Chair and SID)
Number in executive
management
Percentage of
executive
management
White British or other White
(including minority-white groups)
2 100% 2
3
N/A
3
N/A
3
Mixed/Multiple ethnic groups - -
2
-
3
Asian/Asian British - -
2
-
3
Black/African/Caribbean/Black
British
- -
2
-
3
Other ethnic group - -
2
-
3
Not specified/prefer not to say - - -
1. Does not meet the target that at least 40% of Directors are women as set out in UKLR 6.6.6R (9)(a)(i). As above, the Directors recognise that this does not meet the target however given the direction of
the Company there is a freeze on future Board appointments.
2. Does not meet target that at least one Director is from a minority ethnic background as set out in UKLR 6.6.6R (9)(a)(iii). As above, the Directors recognise that this does not meet the target however given
the direction of the Company there is a freeze on future Board appointments.
3. These columns are not directly applicable as the Company is externally managed and does not have any executive staff, specifically it has neither a CEO nor CFO. The Company considers that the roles of
Chair of the Board, Senior Independent Director and Chair of the Audit Committee are senior board positions.
API Annual Report & Accounts Year End 31 December 2024
19
Chair and Senior Independent Director
The Chair is responsible for providing effective leadership
to the Board, demonstrating objective judgement and
promoting a culture of openness and debate. The Chair
facilitates the effective contribution, and encourages
active engagement, by each Director. In conjunction with
the Company Secretary, the Chair ensures that Directors
receive accurate, timely and clear information to assist
them with effective decision-making. The Chair leads the
evaluation of the Board and individual Directors, and acts
upon the results of the evaluation process by recognising
strengths and addressing any weaknesses. The Chair also
engages with major shareholders and ensures that all
Directors understand shareholder views. Until 31
December 2024, James Clifton-Brown was the Chair and
Jill May was Senior Independent Director. With effect from
1 January 2025, Mike Balfour is Chair and Mike Bane is
Senior Independent Director.
The Senior Independent Director acts as a sounding board
for the Chair. The Senior Independent Director is also
available to shareholders to discuss any concerns they
may have.
Board Committees
Throughout the year, the Board had appointed a number
of Committees – the Property Valuation Committee, the
Audit Committee, the Sustainability Committee, the
Management Engagement Committee, the Nomination
Committee and the Remuneration Committee. Copies of
their terms of reference, which defined the responsibilities
and duties of each Committee, are available on request
from the Company Secretary or may be downloaded
from the Company’s website at www.abrdnpit.co.uk.
Following the year-end and resignations on 31 December
2024, the remaining Board met on 30 January 2025. All
Committees with the exception of the Audit Committee
were formally disbanded and their responsibilities
absorbed into the main Board.
Property Valuation Committee.
The Property Valuation Committee, chaired by Sarah
Slater throughout the year, comprised the full Board and
met at least three times a year. The Committee was
convened for the purpose of reviewing the quarterly
independent property valuation reports prior to their
submission to the Board. The Chair of the Property
Valuation Committee historically met with the
independent property valuer at least annually. As noted
above, this Committee was formally disbanded on 30
January 2025.
Audit Committee.
The Audit Committee, chaired by Mike Balfour throughout
the year, comprises the full Board, apart from the Board
Chair, and met at least three times a year. Following the
resignations on 31 December 2024, Mike Bane has
assumed the position of Chair. The Audit Committee‘s
report is included on pages 24 to 26.
Management Engagement Committee.
The Management Engagement Committee, which
comprised the full Board, was chaired by Jill May
throughout the year. The Committee met at least once a
year to review the performance of the Investment
Manager and other service providers, including with the
terms and conditions of their contracts with the Group.
The Committee reviewed the performance of, and
contractual arrangements with, the Investment Manager
on an annual basis. The Board considered the
appropriateness of the continuing appointment of the
Investment Manager in view of the performance of the
Investment Manager, the fees payable to the Investment
Manager and the notice period under the Management
Agreement. As noted above, this Committee was formally
disbanded on 30 January 2025.
Nomination Committee.
The Nomination Committee, chaired by Jill May
throughout the year, comprised the full Board and met at
least once a year. The Committee believed that, given the
size of Board, it was appropriate for all Directors to serve
as members of the Committee. Appointments of new
Directors were considered by the Committee taking
account of the need to maintain a balanced Board.
During the year the Committee met three times, covering
succession planning, committee composition and Board
size following the sale of the Subsidiaries. The Committee
is also responsible for arranging the Company’s annual
evaluation of the Board and Committees and individual
Directors. As noted above, this Committee was formally
disbanded on 30 January 2025.
Remuneration Committee.
The Remuneration Committee chaired by Jill May
throughout the year, comprised the full Board and met at
least once a year. The Committee believed that, given the
size of Board, it was appropriate for all Directors to serve
as members of the Committee. The Committee reviewed
the level of Directors’ fees, ensuring that they reflect the
time commitment and responsibilities of the role and are
fair and comparable with those of similar companies. As
API Annual Report & Accounts Year End 31 December 2024
20
noted above, this Committee was formally disbanded on
30 January 2025.
Sustainability Committee.
The Sustainability Committee, chaired by Mike Bane
throughout the year, comprised the whole Board, and has
historically met at least twice per year; given the high levels
of corporate activity in the year, ESG initiatives were
suspended and the Committee only met once in 2024. The
Committee sought to understand the views of key
stakeholders of the Company on ESG matters and took
responsibility for the Company’s TCFD reporting and
setting and monitoring the Company’s ESG strategy and
Carbon Net-Zero pathway. As noted above, this
Committee was formally disbanded on 30 January 2025.
Performance of the Board
Following reaching an agreement to sell the wholly owned
subsidiary abrdn Property Holdings Limited to GoldenTree
Asset Management LP, the Board undertook an
assessment of the intended future Board Composition –
focusing on Board size and responsibilities required. As
part of this, the Board undertook an evaluation of the
individual Directors (including Chair) in terms of individual
contribution and skills/expertise likely to be required over
the near future term. While the Board were satisfied with
the performance of each Director in isolation and the
Board as a whole, it was felt that Shareholders would be
best served by a smaller Board; the Directors were
cognisant of managing costs. To that end, three Directors
resigned on 31 December 2024; details of which, including
the individual contributions are included on page 12.
In relation to the year ended 31 December 2020, the
Company engaged Lintstock Ltd, an independent
external service provider which has no other connection
to the Company, to undertake a board evaluation.
Assisted by Lintstock Ltd, the Board assessed that it had in
place the appropriate balance of skills, experience, length
of service and knowledge of the Company, while also
recognising the advantages of diversity. It had been
intended to carry out an external evaluation of the Board’s
performance for the year ended 31 December 2023,
however following corporate activity at the time,
described in the Chair’s Statement, an external
assessment was indefinitely deferred.
Meeting Attendance
The table below sets out the Directors’ attendance at each
scheduled quarterly Board and Committee meetings in
addition to meetings dedicated to the Strategic Review
conducted during 2024. The number of meetings which
the Directors were eligible to attend are also disclosed.
Tenure Policy and Re-Election of Directors at the
Annual General Meeting.
The Board’s policy on tenure is that continuity and
experience are considered to add significantly to the
strength of the Board. However, in accordance with
corporate governance best practice and the need for
regular refreshment and diversity on the Board, the Board
has historically not expected any of the Group’s Directors,
including the Chair, to serve on the Board longer than the
AGM following their ninth anniversary of appointment as a
Director, except in exceptional circumstances. As
suggested in the 2023 Annual Report & Financial
Statements, following the shareholder votes to place the
Group into a managed and orderly wind-down (and the
subsequent disposal of the Group’s subsidiaries), the
Board asked Mike Balfour to remain and lead the Board as
Chair beyond the ninth anniversary of his appointment.
The board felt that recruiting a new director would incur
additional fees, and given the future of the Company, may
not attract suitable candidates. Given Mike Balfour’s
professional experience and intimate knowledge of the
Company’s history and operation, it was felt appropriate
that he remain on the board until a liquidator is appointed.
There are no service contracts in existence between the
Group and any Directors but each of the Directors was
appointed by letter of appointment which sets out the
main terms of his or her appointment. The Directors’
appointment dates are as follows: Mike Balfour (10 March
2016); Mike Bane (31 January 2022). Directors who
resigned during the year were: James Clifton-Brown (31
December 2024), Jill May (31 December 2024) and Sarah
Slater (31 December 2024).
Pursuant to the Articles of Association of the Company,
one third, or the number nearest to but not exceeding one
third, of the Directors are required to retire and stand for
re-election at the Annual General Meeting each year,
provided that each Director shall retire and stand for re-
election at the Annual General Meeting immediately
following their appointment then at intervals of no more
than three years. However, in accordance with the
recommendations of the UK Code, the Board has agreed
that all Directors will retire annually and, if eligible, will seek
re-election.
Both Directors will retire and, being eligible, stand for re-
election at the forthcoming Annual General Meeting. The
Board has reviewed the skills and experience of each
Director, as described in their individual biographies on
page 12 and believes that each contributes to the
managed wind-down of the Company. The Board has no
hesitation in recommending their individual re-election to
shareholders.
API Annual Report & Accounts Year End 31 December 2024
21
Internal Controls
The Board is ultimately responsible for the Group’s system
of internal controls and risk management and for
reviewing its effectiveness. The Board confirms that there
is an ongoing process for identifying, evaluating and
managing the significant risks faced by the Group in
accordance with the Financial Reporting Council
publication – Guidance on Risk Management, Internal
Control and Related Financial and Business Reporting (‘the
FRC Guidance’).
This process has been in place for the year under review
and up to the date of approval of this Annual Report and
Consolidated Financial Statements and is regularly
reviewed by the Board and accords with the FRC
Guidance.
The process is based principally on a risk-based approach
to internal control whereby a risk matrix is created that
identifies the key functions carried out by the Board, the
Investment Manager and the other service providers, the
individual activities undertaken within those functions, the
risk associated with each activity and the controls
employed to minimise those risks. A risk rating is then
applied. The risk matrix is regularly updated, and the Board
is provided with regular reports highlighting any material
changes to risk ratings and confirming action which has
been, or is being, taken.
Twice a year the Board, via the Audit Committee, carries
out an assessment of internal controls by considering the
risk matrix and documentation from the Investment
Manager and the Company Secretary, including reports
from their internal audit and compliance functions.
The Board has reviewed the effectiveness of the
Investment Manager’s system of internal control including
its annual internal controls report prepared in accordance
with the International Auditing and Assurance Standards
Board’s International Standard on Assurances
Engagements (“ISAE”) 3402, “Assurance Reports on
Controls at a Service Organisation”. This report sets out the
Investment Manager’s internal control policies and
procedures with respect to the management of their
clients’ assets and contains a report from independent
external auditors.
At each Board meeting, the Board monitors the
performance of the Company in comparison to its stated
objective. The Board also reviews the Group’s activities
since the last Board meeting to ensure that the Investment
Manager adheres to the agreed investment policy and
guidelines and, if necessary, approves changes to such
policy and guidelines. In addition, at each Board meeting,
the Board receives reports from the Company Secretary
in respect of compliance matters and duties performed
on behalf of the Group.
The Board has adopted appropriate procedures designed
to prevent bribery, including regular reviews of the anti-
bribery policies of its suppliers. The Board has also
reviewed a statement from the Investment Manager
detailing arrangements in place whereby the Investment
Manager’s staff may, in confidence, escalate concerns
about possible improprieties in matters of financial
reporting or other matters.
The Group entered into arrangements to comply with
AIFMD in 2014. The Group appointed Standard Life
Investments (Corporate Funds) Limited as its AIFM, which
was replaced by Aberdeen Standard Fund Managers
Limited on 10 December 2018 (subsequently renamed
abrdn Fund Managers Limited on 1 August 2022), and
Citibank UK Limited as its Depositary. The Depositary’s
responsibilities include cash monitoring, safe-keeping of
any financial instruments held by the Group and
monitoring the Group’s compliance with investment limits
and leverage requirements. The AIFM has a permanent
risk management function to ensure that effective risk
management policies and procedures are in place to
monitor compliance with risk limits. The AIFM has a risk
policy which covers the risks associated with the
management of the portfolio and the adequacy and
appropriateness of this policy is reviewed at least annually
by the AIFM. The AIFM presents a report to the Board, via
Board Audit
Committee
Property
Valuation
Committee
Management
Engagement
Committee
Nomination
Committee
Remuneration
Committee
Sustainability
Committee
Strategic
Review
Mike Balfour 4/4 3/3 3/3 2/2 3/3 2/2 1/1 6/6
James Clifton-
Brown
A
4/4 -/- 3/3 2/2 3/3 2/2 1/1 6/6
Jill May 4/4 2/3 3/3 2/2 3/3 2/2 -/1 6/6
Sarah Slater 4/4 3/3 3/3 2/2 3/3 2/2 1/1 5/6
Mike Bane 3/4 3/3 2/3 1/2 2/3 2/2 1/1 6/6
A The Chair of the Board was historically not a member of the Audit Committee but may attend meetings at the invitation of the Audit Committee
Chair.
API Annual Report & Accounts Year End 31 December 2024
22
the Audit Committee, on a six-monthly basis confirming its
compliance with AIFMD in relation to the Company.
Relations with Shareholders
As set out in the Stakeholder Engagement Section, the
Board welcomes correspondence from shareholders,
addressed to the Company’s registered office or by email
to property.income@aberdeenplc.com. This year’s AGM is
being held at 10.00am on 11 August 2025 at the offices of
Aberdeen PLC, 1 George Street, Edinburgh EH2 2LL.
To promote a clear understanding of the Company, its
objectives and financial results, the Board aims to ensure
that information relating to the Group is disclosed in a
timely manner and once published, quarterly factsheets,
the interim report and annual report are available on the
Company’s website which can be found at:
www.abrdnpit.co.uk
The Chair and the Investment Manager continue to offer
individual meetings to the largest institutional and private
client manager shareholders and they report back to the
Board on these meetings.
Accountability and Audit
The Statement of Directors’ Responsibilities in respect of
the Consolidated Financial Statements is on page 30 and
the Statement of Going Concern is included in the
Directors’ Report on pages 13 to 16 and the Viability
Statement can be found on page 11. The Independent
Auditor’s Report is on pages 31 to 37.
Approved by the Board on
30 April 2025
Mike Balfour
Chair
API Annual Report & Accounts Year End 31 December 2024
23
Sustainability Committee Report
for the year ended 31 December 2024
ESG Policy & Strategy
The Company’s conviction was that ESG was
fundamental to achieving its investment objectives. ESG
was therefore fully integrated into the Company’s
investment process and behaviour – leveraging the
Investment Manager’s advanced and comprehensive
framework of process, oversight and knowledge. ESG was
not considered in isolation but was seen as an opportunity
for driving performance with ESG initiatives planned to
maximise the return on investment.
Following the shareholder vote on 28 May 2024, the
Company’s focus changed. ESG initiatives were
temporary suspended and future ESG projects were
assessed on a case-by-case basis if required as part of the
targeted disposal process.
Role of the Sustainability Committee
The Sustainability Committee sought to understand the
views of key stakeholders of the Company on ESG matters
and took responsibility for the Company’s TCFD reporting,
oversight of the Manager’s ESG and climate approach,
and setting and monitoring the Company’s ESG strategy
and Carbon Net-Zero pathway.
The Committee was formally disbanded on 30 January
2025 at a meeting of the Board of Directors and its former
responsibilities were absorbed by the main Board.
Composition of the Sustainability Committee
The Sustainability Committee was chaired by Mike Bane,
comprised the whole Board, and aimed to meet at least
twice per year.
Key Responsibilities of the Sustainability Committee
The Sustainability Committee discharged its
responsibilities in the following areas:
▸Overseeing the activities of the Investment Manager to
ensure that the sustainability objectives of the Company
(as set by the board), were met and observed.
▸Monitoring the progress of the Investment Manager in
relation to KPIs and measures set by the Board.
▸Setting the Company’s ESG strategy and net-zero
carbon pathway.
▸Along with the Investment Manager, understanding
the reporting requirements and reporting on ESG and
TCFD.
▸Monitoring the Company’s EPC rating exposure
(against regulatory requirements).
Review of Activities / Priorities
The Company remains cognisant that extreme weather
events as a result of climate change are becoming more
common and that there is an increased need of managing
carbon emissions and improving energy efficiencies. The
Company remains fully supportive of the aims of achieving
Net Zero Carbon.
The Company’s Net Zero commitments were as follows:
▸ 2030: achieve Net Zero Carbon across all portfolio
landlord emissions (Scope 1 & 2 - emissions that
directly result from the landlord’s activities where there
is operational control, either through the purchase or
consumption of energy or refrigerant losses)
▸ 2050: achieve Net Zero Carbon across all portfolio
emissions (Scope 1, 2 & 3 – emissions that occur in our
supply chains and downstream leased assets (tenant
spaces) over which we have a degree of influence but
limited control).
Transparency and Reporting
Voluntary disclosures in relation to Streamlined energy
and Carbon Reporting (SECR) and Taskforce for Climate-
Related Financial Disclosures (TCFD) are included on
pages 72 to 73.
Approved by the Board on
30 April 2025
Mike Bane
Senior Independent Director
API Annual Report & Accounts Year End 31 December 2024
24
Audit Committee Report
for the year ended 31 December 2024
Composition of Audit Committee
Throughout the period, the Audit Committee comprised
the full Board, except the Chair of the Board, all of whom
were independent. Following the resignations of three
Directors on 31 December 2024, the Audit Committee
now comprises the chair of the Audit Committee and
Chair of the Company; given the lack of size of the Board,
it was felt appropriate to amend the terms of reference to
admit the Chair of the Company as a member of the
committee. Both members are Chartered Accountants
and are deemed to have recent relevant financial
experience.
Role of the Audit Committee
The main responsibilities of the Audit Committee are:
▸Monitoring the integrity of the consolidated financial
statements of the Group and any public
announcements relating to the Group’s financial
performance and reviewing significant reporting
judgements contained in them;
▸Reviewing the annual Going Concern assessment and
Viability Statement.
▸Reviewing the effectiveness of the Group’s internal
financial controls and risk management systems and
bringing material issues to the attention of the Board;
▸Whistleblowing and oversight – reviewing an annual
statement from the Investment Manager detailing the
arrangements whereby the Investment Manager’s staff
may, in confidence, escalate concerns about possible
improprieties in relation to financial reporting or other
matters;
▸To consider annually whether there is a need for the
Company to have its own internal audit function;
▸Making recommendations to the Board, for it to put to
shareholders for their approval at a general meeting, in
relation to the appointment of the external auditor, and
to approve the remuneration and terms of engagement
of the external auditor;
▸Reviewing the external auditor’s independence and
objectivity and the effectiveness of the audit process,
taking into consideration relevant professional and
regulatory requirements;
▸Making recommendations to the Board in relation to
the engagement of the external auditor to supply non-
audit services, taking into account ethical guidance
regarding the provision of non-audit services by the
external audit firm;
▸Where requested by the Board, providing advice on
whether the annual report and consolidated financial
statements, taken as a whole, is fair, balanced and
understandable and provides the information necessary
for shareholders to assess the Group’s position and
performance, business model and strategy.
The Audit Committee reports to the Board on its findings,
identifying any matters in respect of which the Audit
Committee considers that action or improvement is
needed and making recommendations as to the steps to
be taken.
Review of Significant Issues and Risks
In planning its work, and reviewing the audit plan with the
Auditor, the Audit Committee takes account of the most
significant issues and risks, both operational and financial,
likely to impact on the Group’s consolidated financial
statements. This included an assessment of risks, such as
Climate Change and Geopolitical Risk, and the impact
these could have on the Group and its underlying
investment portfolio.
The property investment portfolio was historically the
most substantial figure on the Balance Sheet. The
valuation of the properties, and in conjunction with this the
confirmation of ownership and title, was therefore a key
risk that required the attention of the Audit Committee.
Specifically, the risk that the properties were not
recognised and measured in line with the Group’s stated
accounting policy on the valuation of investment
properties. Following the sale of abrdn Property Holdings
Limited, only one property (land at Far Ralia) remains in the
portfolio and is no longer the most substantial figure –
however the risk does remain. The investment in land at
Far Ralia was valued at the year-end by Knight Frank,
independent international real estate consultants. The
valuation was prepared in accordance with the RICS
Valuation – Professional Standards, published by the Royal
Institution of Chartered Surveyors, and was reviewed by
the Audit Committee.
Full details of the valuation methodology are contained in
note 7 to the Consolidated Financial Statements.
API Annual Report & Accounts Year End 31 December 2024
25
The Company is now in wind down and the Committee
considers that it is appropriate to prepare the financial
statements on a basis other than that of a going concern.
Accordingly, the Company’s assets have been written
down to their recoverable amount at the Balance Sheet
date and net estimated costs of sale have been provided
for. The Committee has assessed cashflow and other
forecasts prepared by the Investment Manager and is
satisfied that the Company will be able to meet its liabilities
as they fall due. Sufficient cash has been retained to
enable the Company to operate until the property at Far
Ralia has been sold, and the Company can be placed into
formal liquidation. The Committee has considered
whether it would be appropriate for the Financial
Statements to be prepared on a breakup basis but has
concluded that it would not. Therefore, no provision has
been made for future operating expenses.
The Company’s assessment of going concern is provided
in full in Note 2.1 on pages 42 to 43 of the Financial
Statements.
Audit Committee Evaluation
The activities of the Audit Committee were considered as
part of the Board appraisal process completed in
accordance with standard governance arrangements as
noted on page 20. A full evaluation was undertaken on the
effectiveness, roles and responsibilities of the Audit
Committee in accordance with the Financial Reporting
Council’s current guidance. The evaluation found that the
Audit Committee functioned well with the right balance of
membership and skills.
Review of Activities
The Audit Committee met three times during the year
under review, in March, April and August 2024. Following
the year end, the Audit Committee met in March and April
2025.
At each March/April and August meeting, the Audit
Committee reviews the Group’s compliance with the UK
Code on Corporate Governance and carries out a
detailed assessment of the Group’s internal controls,
including review of:
▸the Group’s risk framework, including its risk appetite
statement and full risk matrix, enabling the on-going
identification, evaluation and management of the
significant risks facing the Group;
▸the Investment Manager’s risk management and
internal controls;
▸the anti-bribery policy of the Group, and its service
providers;
▸the Investment Manager’s arrangements for staff to
escalate concerns, in confidence, of possible
improprieties; and
▸Reviewing the performance of the auditor
(March/April meeting only).
At each March/April meeting, the Audit Committee
reviews the Annual Report and Consolidated Financial
Statements and receives the external auditor’s audit
findings report. The external auditor is in attendance at this
meeting. Following its review, the Audit Committee
provides advice to the Board on whether the Annual
Report and Consolidated Financial Statements, taken as a
whole, is fair, balanced, and understandable and provides
the information necessary for shareholders to assess the
Group’s position and performance, business model,
viability and strategy.
At each March/April and August meeting the Audit
Committee reviews the compliance of the Investment
Manager, as AIFM, and the depositary, in relation to their
obligations under AIFMD in respect of the Company.
At each August meeting, the Audit Committee reviews the
Interim Report and Consolidated Financial Statements.
The Audit Committee would typically meet with the
external auditor each November to review the audit plan
and identify significant risks and audit responses to those
risks. Given the corporate activity in November 2024, the
Audit Committee deferred this meeting until the new year
– however the Chair and Investment Manager did meet
with the external auditor to provide updates on the
ongoing sale and likely Group structure as at 31 December
2024.
Internal Auditor
The Board has considered the need for an internal audit
function but, because the Company is externally
managed, the Board has decided to place reliance on the
Manager’s risk management/internal controls systems
and internal audit procedures.
External Audit Process
There are no contractual obligations which restrict the
Audit Committee’s choice of external auditor. The Group’s
external auditor is Deloitte, who were appointed as Auditor
for the year ended 31 December 2019, following a tender
process carried out during 2018.
Shareholders approved the re-appointment of Deloitte as
the Group’s auditor at the AGM in August 2024.
API Annual Report & Accounts Year End 31 December 2024
26
In accordance with regulatory requirements Deloitte
rotates the audit partner responsible for the audit every
five years. The audit partner for the Company is Siobhan
Durcan who is in her third year of involvement in the audit.
The Audit Committee reviews the provision of non-audit
services by the external auditor. All non-audit work to be
carried out by the external auditor has to be approved in
advance by the Audit Committee, to ensure such services
are not a threat to the independence and objectivity of the
conduct of the audit. During the year ended 31 December
2024, Deloitte received fees of £nil in relation to non-audit
services (2023: £nil). The Committee is cognisant of audit
fee levels and will keep these under review to ensure
Deloitte continues to offer value for money for
shareholders.
At least once a year, the Audit Committee has the
opportunity to discuss any aspect of the auditor’s work
with the auditor in the absence of the Investment
Manager. The Audit Committee reviews the performance,
effectiveness, value for money and general relationship
with the external auditor each year. This review takes into
consideration the standing, skills and experience of the
audit firm and the audit team. In addition, on an annual
basis, the Audit Committee reviews the independence
and objectivity of the external auditor through the
completion of a questionnaire which scores the auditor on
various aspects of their performance.
Overall the Committee believes the external audit process
is effective.
Auditor
On the recommendation of the Audit Committee, it is the
Board’s intention to propose, at the Annual General
Meeting on 11 August 2025, that shareholders approve the
reappointment of Deloitte as the Group’s auditors and
approve the Board to authorise the Auditors’
remuneration as resolutions 5 and 6, respectively.
Approved by the Board on
30 April 2025
Mike Bane
Audit Committee Chair
API Annual Report & Accounts Year End 31 December 2024
27
Directors’ Remuneration Report
For the year ended 31 December 2024
Remuneration Committee
The Remuneration Committee, comprising the full Board
and chaired by Jill May until 31 December 2024, has
prepared this Directors’ Remuneration Report which
consists of two parts: a Remuneration Policy and an annual
Implementation Report. The Remuneration Policy is
subject to a shareholder vote every three years – most
recently voted on at the AGM on 15 June 2022 where the
proxy votes on the relevant resolution were: For –
172,625,986 votes (98.86%); Discretionary – 45,149 votes
(0.03%); Against – 1,129,769 votes (0.65%); and Withheld
votes – 813,055 (0.47%). The Remuneration Policy will next
be put to a shareholder vote at the AGM on 11 August
2025. The annual Implementation Report is subject to an
advisory vote by shareholders.
The law requires the Company’s auditor to audit certain of
the disclosures provided in this report. Where disclosures
have been audited, they are indicated as such. The
independent auditor’s opinion is included on pages 31 to
37.
The fact that the Remuneration Policy is subject to a
shareholder vote at least every three years does not imply
any change on the part of the Company. The principles
remain the same as for previous years. There have been
no changes to the Directors’ Remuneration Policy during
the period of this Report.
Remuneration Policy
This part of the Remuneration Report provides details of
the Company’s Remuneration Policy for its Directors,
which takes into consideration corporate governance
principles. No shareholder views were sought in setting the
Remuneration Policy although any comments received
from shareholders are considered on an ongoing basis.
The Directors are non-executive and it is the Board’s policy
that the remuneration of Directors be reviewed annually,
although such review may not necessarily result in any
change. The annual review should ensure remuneration
reflects Directors’ duties and responsibilities, expected
and actual time commitment, the level of skills and
experience required and the need for Directors to
maintain on an ongoing basis an appropriate level of
knowledge of regulatory and compliance requirements in
an industry environment of increasing complexity.
Remuneration should be fair and comparable to that of
similar real estate investment companies. The level of fees
should also be sufficient to attract and retain the high
calibre of Directors needed to oversee the Company
properly and to reflect its specific circumstances.
Appointment.
▸The Company only intends to appoint non-executive
Directors.
▸All the Directors are non-executive and are appointed
under the terms of letters of appointment.
▸Directors must retire and be subject to re-election at
the first AGM after their appointment; the Company has
also determined that every Director will stand for re-
election at each AGM.
▸New appointments to the Board will be placed on the
fee applicable to all Directors at the time of appointment.
▸No incentive or introductory fees will be paid to
encourage a directorship.
▸Directors are not eligible for bonuses, pension benefits,
share options, long term incentive schemes or other
benefits.
▸The Company indemnifies its Directors for all costs,
charges, and losses together with certain expenses and
liabilities which may be incurred in the discharge of
duties, as a Director of the Company.
Performance, Service Contracts, Compensation
and Loss of Offices.
▸The Directors’ remuneration is not subject to any
performance-related fee.
▸No Director has a service contract.
▸No Director was interested in contracts with the
Company during the period or subsequently.
▸The terms of appointment provide that a Director may
be removed without notice, there are no set notice
periods and no compensation will be due upon leaving
office.
▸No Director is entitled to any other monetary payment
or to any assets of the Company.
▸No Director will stand for re-election as a Director of
the Company later than the Annual General Meeting
following the ninth anniversary of their appointment to
the Board unless in relation to exceptional
circumstances.
Directors’ & Officers’ liability insurance cover is maintained
by the Company on behalf of the Directors.
API Annual Report & Accounts Year End 31 December 2024
28
Articles Limit on Directors’ Fees.
The Company’s Articles of Association limit to £350,000
the aggregate annual fees payable to Directors. The limit
can be amended by shareholder resolution from time to
time and was last increased at the Annual General
Meeting in 2020.
Implementation Report
Directors’ Fees.
The level of fees for the next year, the year under review
and the preceding year are set out in the table below.
There are no further fees to disclose as the Company has
no employees, Chief Executive or Executive Directors.
2025 £ 2024 £ 2023 £
Chair 57,000 55,000 50,000
Chair of Audit Committee * 50,000 46,000 41,500
Senior Independent Director - 42,500 37,000
Director - 40,000 37,000
*Going forward, the role of Chair of Audit Committee and Senior
Independent Director will be shared by the same individual.
The Remuneration Committee carried out a review of
Directors’ annual fees during the year including taking
account of increases in inflation and the time commitment
required of Directors of the Company to adequately
discharge their responsibilities. These factors supported
an increase in the Directors’ fees as disclosed above.
Furthermore, as reported in the Company’s 2023 Annual
Report & Financial Statements, given the significantly
increased time spent on the Company’s affairs due to the
Strategic Review, it was agreed that each Director should
receive a one-off fee of £20,000 with the Chair receiving
£30,000 to partially reflect the additional work performed.
The Directors who served during the year received
remuneration as shown in the table opposite.
2024 2023 %
change
£ £
Mike Balfour
46,000 41,500 10.8%
Mike Bane 40,000 37,000 8.1%
James Clifton-Brown
55,000 50,000 10.0%
Jill May
42,500 37,000 14.9%
Sarah Slater
40,000 37,000 8.1%
One-off fee
110,000 - -
Employers’ national
insurance contribution
41,746 23,735
375,246 226,235
Directors’ expenses 14,511 13,201
389,757 239,436
The table below indicates the expenditure during the year
in relation to Directors’ remuneration and shareholder
distributions.
2024 2023
£ £
Aggregate Directors’
Remuneration
389,757 239,436
Aggregate shareholder
distributions*
15,248,759 15,248,759
* Excluding Capital distribution of 52p per share paid December
2024 and 3p per share paid post year-end.
Company performance
The Board is responsible for the Group’s investment
strategy and performance, although the management of
the Group’s investment portfolio is delegated to the
Investment Manager through the Investment
Management Agreement, as referred to in the Corporate
Governance Report on page 17.
Statement of Proxy Voting at Annual General
Meeting
At the Company’s last Annual General Meeting, held on 13
August 2024, shareholders approved the Directors’
Remuneration Report (other than the Directors’
Remuneration Policy) in respect of the year ended 31
December 2023 and the proxy votes received on the
relevant resolution were: For – 103,406,165 (98.97%);
Against – 1,072,291 votes (1.03%); and Withheld votes –
216,314.
API Annual Report & Accounts Year End 31 December 2024
29
Relative Company performance over 10 years
Directors’ Shareholdings
The Directors’ interests in the Company’s ordinary shares
are shown in the Directors’ Report on page 13.
Ordinary resolutions for the approval of the Directors’
Remuneration Report and Directors Remuneration Policy
will be put to shareholders at the Annual General Meeting
on 11 August 2025.
Approved by the Board on
30 April 2025
Mike Balfour
Chair
API Annual Report & Accounts Year End 31 December 2024
30
Statement of Directors’ Responsibilities
for the year ended 31 December 2024
The Directors are responsible for preparing the Annual
Report and the Group Consolidated Financial Statements
for each year which give a true and fair view, in
accordance with the applicable Guernsey law and those
International Financial Reporting Standards (“IFRSs”) as
adopted by the European Union.
In preparing those Consolidated Financial Statements, the
Directors are required to:
▸Select suitable accounting policies in accordance with
IAS 8: Accounting Policies, Changes in Accounting
Estimates and Errors and then apply them consistently;
▸Make judgements and estimates that are reasonable
and prudent;
▸Present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
▸Provide additional disclosures when compliance with
the specific requirements in IFRSs as adopted by the
European Union is insufficient to enable users to
understand the impact of particular transactions, other
events and conditions on the Group’s financial position
and financial performance;
▸State that the Group has complied with IFRSs as
adopted by the European Union, subject to any material
departures disclosed and explained in the Group
Consolidated Financial Statements; and
▸Prepare the Group Consolidated Financial Statements
on a going concern basis unless it is inappropriate to
presume that the Group will continue in business.
The Directors confirm that they have complied with the
above requirements in preparing the Group Consolidated
Financial Statements. As detailed further in note 2.1, the
Directors have deemed it appropriate to prepare the
Group Consolidated Financial Statements on a basis other
than that of a going concern.
The Directors are responsible for keeping adequate
accounting records, that are sufficient to show and explain
the Group’s transactions and disclose with reasonable
accuracy at any time, the financial position of the Group
and to enable them to ensure that the Financial
Statements comply with The Companies (Guernsey) Law,
2008. They are also responsible for safeguarding the
assets of the Group and hence for taking reasonable steps
for the prevention and detection of fraud, error and non-
compliance with law and regulations.
The maintenance and integrity of the Company’s website
is the responsibility of the Directors through its Investment
Manager; the work carried out by the auditors does not
involve considerations of these matters and, accordingly,
the auditors accept no responsibility for any change that
may have occurred to the Consolidated Financial
Statements since they were initially presented on the
website. Legislation in Guernsey governing the
preparation and dissemination of the consolidated
financial statements may differ from legislation in other
jurisdictions.
Responsibility Statement of the Directors in respect
of the Consolidated Annual Report under the
Disclosure and Transparency Rules.
The Directors each confirm to the best of their knowledge
that:
▸The Consolidated Financial Statements, prepared in
accordance with IFRSs as adopted by the European
Union, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Group; and
▸The management report, which is incorporated into
the Strategic Report, Directors’ Report and Investment
Manager’s Review, includes a fair review of the
development and performance of the business and the
position of the Group, together with a description of the
principal risks and uncertainties that they face.
Statement under the UK Corporate Governance
Code.
The Directors each confirm to the best of their knowledge
and belief that the Annual Report and Consolidated
Financial Statements taken as a whole are fair, balanced
and understandable and provide the information
necessary to assess the Group’s position and
performance, business model and strategy.
Approved by the Board on
30 April 2025
Mike Balfour
Chair
API Annual Report & Accounts Year End 31 December 2024
31
Independent auditor’s report to the members of abrdn Property Income Trust
Limited
Report on the audit of the financial statements
1 Opinion
In our opinion the financial statements of abrdn Property
Income Trust Limited and its subsidiaries (the ‘Group’):
▸ give a true and fair view of the state of the Group’s
affairs as at 31 December 2024 and of its loss for the year
then ended;
▸ have been properly prepared in accordance with IFRS
Accounting Standards as adopted by the European
Union and as issued by the International Accounting
Standards Board (IASB); and
▸ h a v e b e e n p r e p a r e d i n a c c o r d a n c e w i t h t h e
requirements of the Companies (Guernsey) Law, 2008.
We have audited the financial statements which
comprise:
▸ the consolidated statement of comprehensive
income;
▸ the consolidated statement of financial position;
▸ the consolidated statement of changes in equity;
▸ the consolidated statement of cash flow; and
▸ the related notes 1 to 27
The financial reporting framework that has been applied
in their preparation is applicable law and IFRS Accounting
Standards as adopted by the European Union and as
issued by the IASB.
2 Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further
described in the auditor’s responsibilities for the audit of
the financial statements section of our report.
We are independent of the Group in accordance with the
ethical requirements that are relevant to our audit of the
financial statements in the UK, including the Financial
Reporting Council’s (the ‘FRC’s’) Ethical Standard as
applied to listed public interest entities, and we have
fulfilled our other ethical responsibilities in accordance
with these requirements. We confirm that we have not
provided any non-audit services prohibited by the FRC’s
Ethical Standard to the Group or the parent company.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our
opinion.
3 Emphasis of Matter – financial statements
prepared on a basis other than going concern.
We draw attention to note 2.1 in the financial statements,
which indicates that the Consolidated Financial
Statements of the Group have been prepared on a basis
other than that of a going concern. Our opinion is not
modified in respect of this matter.
4 Summary of our audit approach
Key audit matters
The key audit matters that we identified in the current year were:
▸ Valuation of land
▸ Disposal of subsidiaries
Within this report, key audit matters are identified as follows:
Similar level of risk Newly identified
Materiality
The materiality that we used for the Group financial statements was £305k which was determined
on the basis of 1% of the net asset value.
Scoping
All audit work for the Group was performed directly by the Group engagement team. All of the
Group’s subsidiaries are subject to full scope audits.
API Annual Report & Accounts Year End 31 December 2024
32
Significant changes in
our approach
In the Current year the financial statements were prepared on the basis other than that of the going
concern, as reported in section 3 of our audit report. Therefore, material uncertainty related to going
concern key audit matter is not relevant in the current year.
In the current year our key audit matter is focused on the valuation of land as all the other
investments were sold and we also have a key audit matter related to this disposal..
5 Key audit matters
Key audit matters are those matters that, in our
professional judgement, were of most significance in our
audit of the financial statements of the current period and
include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we
identified. These matters included those which had the
greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the
engagement team.
These matters were addressed in the context of our audit
of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion
on these matters. In addition to the matter described in the
material uncertainty related to going concern section, we
have determined the matters described below to be the
key audit matters to be communicated in our report.
5.1 Valuation of land
Key audit matter
description
During the year Group sold its entire investment property portfolio excluding the land at Far Ralia.
Valuation of land is the key driver of the Group’s net asset value. Valuations are inherently complex
and require significant judgement and estimation around the key inputs and assumptions. We have
determined that the main judgements are around the discount rate and carbon unit rate per tonne
thus this was the focus of our key audit matter.
Given the level of judgement involved, we have determined that there was a potential for fraud
through possible manipulation of this balance.
Management’s valuation is based on the valuation provided by external chartered surveyors. The
valuation of the land, at 31 December 2024 amounted to £9.8m (2023: £8.2m).
Refer to notes 2.2 of accounting policies on pages 43 and note 8 on page 57 of the notes to the
financial statements.
How the scope of our
audit responded to
the key audit matter
We performed the following procedures:
▸ Obtained an understanding of and tested relevant controls in relation to the valuation process;
▸ Evaluated the competence, capability and objectivity of the external valuer in order to obtain an
understanding of the work of that expert;
▸ In conjunction with our real estate advisory specialists, we challenged the external valuer on their
valuation process and assumptions, significant assumptions and critical judgement areas by
benchmarking the valuation assumptions, in particular the discount rates and carbon unit rate per
tonne, to relevant market evidence including data from the UK ETS Authority and other external
data; and
▸ Evaluated the financial statements disclosures to assess whether the significant judgements and
estimations are appropriately disclosed.
Key observations
Based on the work performed, we concluded that the key judgments used in the valuation of land,
are appropriate.
API Annual Report & Accounts Year End 31 December 2024
33
5.2 Disposal of Subsidiaries
Key audit matter
description
During the year, the Group sold its entire investment property portfolio, excluding the land at Far
Ralia, through a sale of it’s subsidiaries. This was a significant transaction and required significant
auditor attention. We have determined this a key audit matter due to the time and extend of audit
effort needed to address the matter.
The sale resulted in a loss on disposal of £48.2m.
Refer to note 10 on page 58 of the notes to the financial statements.
How the scope of our
audit responded to
the key audit matter
We performed the following procedures:
▸ Obtained an understanding of the transaction through the signed Sales Purchase Agreement
(“SPA”) and discussions with the Directors and Investment Manager;
▸ Reviewed minutes of the meeting of the board of directors to approve the transaction;
▸ Recalculated the loss on disposal with reference to the provisions in the signed SPA and the final
completion accounts;
▸ Verified ownership changes of the subsidiaries; and
▸ Evaluated the financial statements disclosures to assess whether the transaction is appropriately
disclosed.
Key observations
Based on the work performed, we concluded that the disposal of subsidiaries has been
appropriately disclosed and the resulting loss appropriately calculated.
6 Our application of materiality
6.1 Materiality
We define materiality as the magnitude of misstatement
in the financial statements that makes it probable that the
economic decisions of a reasonably knowledgeable
person would be changed or influenced. We use
materiality both in planning the scope of our audit work
and in evaluating the results of our work.
Based on our professional judgement, we determined
materiality for the financial statements as a whole as
follows:
Group
Materiality
£305,000 (2023: £2.98m)
Basis for
determining
materiality
1% of the net asset value, in line with
prior year.
Rationale for the
benchmark
applied
Net assets is the key balance
considered by the users of the financial
statements which is consistent with the
market approach for such entities. Net
assets were selected as investors are
seeking capital appreciation in addition
to dividend streams, and the net asset
value per share is an important
indicator of performance to investors.
6.2 Performance materiality
We set performance materiality at a level lower than
materiality to reduce the probability that, in aggregate,
uncorrected and undetected misstatements exceed the
materiality for the financial statements as a whole. Group
performance materiality was set at 70% of Group
materiality for the 2024 audit (2023: 70%). In determining
performance materiality, we considered the following
factors:
a. the impact of macroeconomic uncertainty on the
Group’s operations and across the wider real estate
sector as a whole; and
API Annual Report & Accounts Year End 31 December 2024
34
b. our experience from previous audits which has
indicated a low number of corrected and uncorrected
misstatements identified in prior periods.
6.3 Error reporting threshold
We agreed with the Audit Committee that we would
report to the Committee all audit differences in excess of
£15,250 (2023: £149,000), as well as differences below that
threshold that, in our view, warranted reporting on
qualitative grounds. We also report to the Audit
Committee on disclosure matters that we identified when
assessing the overall presentation of the financial
statements.
7 An overview of the scope of our audit
7.1 Scoping
The Group consists of the company, abrdn Property
Income Trust Limited and its subsidiaries. Our Group audit
was scoped by obtaining an understanding of the Group
and its environment, including internal controls, and
assessing the risks of material misstatement at the Group
level. The Group is audited by one audit team, led by the
Senior Statutory Auditor. The audit is performed centrally,
as the books and records for each entity within the Group
are maintained at head office. We also tested the
consolidation process.
7.2 Our consideration of the control environment
The Board of Directors delegates management functions
to abrdn Fund Managers Limited as Investment Manager.
As part of our risk assessment, we assessed the control
environment in place at the Investment Manager, and
obtained an understanding of the relevant controls, such
as those related to the financial reporting cycle. We also
obtained an understanding of relevant controls in relation
to the valuation of investment property.
As part of our audit procedures, we obtained an
understanding of the relevant controls in operation at the
service organisation of the Investment Manager, including
an assurance report on controls at service organisations.
We further obtained a bridging letter from the Investment
Manager detailing that there have not been any material
changes to the internal control environment between the
date of the assurance report and the balance sheet date.
There were no other balances where we planned to rely
on controls, other than the balances noted above.
7.3 Our consideration of climate-related risks
As part of our risk assessment, we have considered the
potential impact of climate change on the Group’s
business and its financial statements. We obtained an
understanding of the process for identifying climate-
related risks, the processes and controls in place, as well as
the determination of any mitigating actions.
The Group continued to develop its assessment of the
potential impact of environmental, social and governance
(“ESG”) related risks, including climate change. As outlined
in the sustainability committee report on page 23, ESG
risks and opportunities have not been at the forefront of
Group decisions in 2024.
8 Other Information
The other information comprises the information included
in the annual report, other than the financial statements
and our auditor’s report thereon. The directors are
responsible for the other information contained within the
annual report.
Our opinion on the financial statements does not cover the
other information and we do not express any form of
assurance conclusion thereon.
Our responsibility is to read the other information and, in
doing so, consider whether the other information is
materially inconsistent with the financial statements, or
our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent
material misstatements, we are required to determine
whether this gives rise to a material misstatement in the
financial statements themselves. If, based on the work we
have performed, we conclude that there is a material
misstatement of this other information, we are required to
report that fact.
We have nothing to report in this regard.
9 Responsibilities of directors
As explained more fully in the directors’ responsibilities
statement, the directors are responsible for the
preparation of the financial statements and for being
satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to
enable the preparation of financial statements that are
free from material misstatement, whether due to fraud or
error.
In preparing the financial statements, the directors are
responsible for assessing the Group’s ability to continue as
a going concern, disclosing as applicable, matters related
to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate
the Group or to cease operations, or have no realistic
alternative but to do so.
API Annual Report & Accounts Year End 31 December 2024
35
10 Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and
to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the
aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the
basis of these financial statements.
A further description of our responsibilities for the audit of
the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor’s report.
11 Extent to which the audit was considered
capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above,
to detect material misstatements in respect of
irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities,
including fraud is detailed below.
11.1 Identifying and assessing potential risks related to
irregularities
In identifying and assessing risks of material misstatement
in respect of irregularities, including fraud and non-
compliance with laws and regulations, we considered the
following:
▸ the nature of the industry and sector, control
environment and business performance including the
design of the Group’s remuneration policies, key drivers
for directors’ remuneration, bonus levels and
performance targets;
▸ results of our enquiries of management, the directors
and the Audit Committee about their own identification
and assessment of the risks of irregularities, including
those that are specific to the Group’s sector;
▸ any matters we identified having obtained and
reviewed the Group’s documentation of their policies
and procedures relating to:
identifying, evaluating and complying with laws
and regulations and whether they were aware of
any instances of non-compliance;
detecting and responding to the risks of fraud
and whether they have knowledge of any actual,
suspected or alleged fraud;
the internal controls established to mitigate risks
of fraud or non-compliance with laws and
regulations;
▸ the matters discussed among the audit engagement
team and relevant internal specialists, including tax,
financial instrument and real estate advisory specialists
regarding how and where fraud might occur in the
financial statements and any potential indicators of
fraud.
As a result of these procedures, we considered the
opportunities and incentives that may exist within the
organisation for fraud and identified the greatest potential
for fraud in valuation of land. In common with all audits
under ISAs (UK), we are also required to perform specific
procedures to respond to the risk of management
override.
We also obtained an understanding of the legal and
regulatory frameworks that the Group operates in,
focusing on provisions of those laws and regulations that
had a direct effect on the determination of material
amounts and disclosures in the financial statements. The
key laws and regulations we considered in this context
included the Companies (Guernsey) Law, 2008 and the
Listing Rules.
In addition, we considered provisions of other laws and
regulations that do not have a direct effect on the financial
statements but compliance with which may be
fundamental to the Group’s ability to operate or to avoid a
material penalty. This included compliance with the REIT
regime rules until the date of exit.
11.2 Audit response to risks identified
As a result of performing the above, we identified valuation
of land as a key audit matter related to the potential risk of
fraud. The key audit matters section of our report explains
the matters in more detail and also describes the specific
procedures we performed in response to those key audit
matters.
In addition to the above, our procedures to respond to risks
identified included the following:
▸ reviewing the financial statement disclosures and
testing to supporting documentation to assess
compliance with provisions of relevant laws and
regulations described as having a direct effect on the
financial statements;
API Annual Report & Accounts Year End 31 December 2024
36
▸ enquiring of management, the directors and the Audit
Committee and external legal counsel concerning
actual and potential litigation and claims;
▸ performing analytical procedures to identify any
unusual or unexpected relationships that may indicate
risks of material misstatement due to fraud;
▸ reading minutes of meetings of those charged with
governance; and
▸ in addressing the risk of fraud through management
override of controls, testing the appropriateness of
journal entries and other adjustments; assessing
whether the judgements made in making accounting
estimates are indicative of a potential bias; and
evaluating the business rationale of any significant
transactions that are unusual or outside the normal
course of business.
We also communicated relevant identified laws and
regulations and potential fraud risks to all engagement
team members including internal specialists and
remained alert to any indications of fraud or non-
compliance with laws and regulations throughout the
audit.
Report on other legal and regulatory requirements
12 Opinions on other matters prescribed by our
engagement letter
In our opinion the part of the Directors’ Remuneration
Report to be audited has been properly prepared in
accordance with the provisions of the UK Companies Act
2006 as if that Act had applied to the company.
13 Corporate Governance Statement
The Listing Rules require us to review the directors'
statement in relation to going concern, longer-term
viability and that part of the Corporate Governance
Statement relating to the Group’s compliance with the
provisions of the UK Corporate Governance Code
specified for our review.
Based on the work undertaken as part of our audit, we
have concluded that each of the following elements of the
Corporate Governance Statement is materially consistent
with the financial statements and our knowledge obtained
during the audit:
▸ the directors’ explanation as to its assessment of the
Group’s prospects, the period this assessment covers
and why the period is appropriate set out on page 11;
▸ the directors' statement on fair, balanced and
understandable set out on page 24;
▸ the board’s confirmation that it has carried out a
robust assessment of the emerging and principal risks
set out on pages 10 to 11;
▸ the section of the annual report that describes the
review of effectiveness of risk management and internal
control systems set out on page 21; and
▸ the section describing the work of the Audit
Committee set out on pages 24 to 26.
14 Matters on which we are required to report by
exception
14.1 Adequacy of explanations received and accounting
records
Under the Companies (Guernsey) Law, 2008 we are
required to report to you if, in our opinion:
▸ we have not received all the information and
explanations we require for our audit; or
▸ proper accounting records have not been kept by the
parent company; or
▸ the financial statements are not in agreement with the
accounting records.
We have nothing to report in respect of these matters.
15 Other matters which we are required to address
15.1 Auditor tenure
Following the recommendation of the Audit Committee,
we were appointed by the Board of Directors on 13 June
2019 to audit the financial statements for the year ending
31 December 2019 and subsequent financial periods. The
period of total uninterrupted engagement including
previous renewals and reappointments of the firm is six
years, covering the years ending 31 December 2019 to 31
December 2024.
15.2 Consistency of the audit report with the additional
report to the Audit Committee
Our audit opinion is consistent with the additional report to
the Audit Committee we are required to provide in
accordance with ISAs (UK).
API Annual Report & Accounts Year End 31 December 2024
37
16 Use of our report
This report is made solely to the company’s members, as a
body, in accordance with Section 262 of the Companies
(Guernsey) Law, 2008. Our audit work has been
undertaken so that we might state to the company’s
members those matters we are required to state to them
in an auditor’s report and/or those matters we have
expressly agreed to report to them on in our engagement
letter and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume
responsibility to anyone other than the company and the
company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.
As required by the Financial Conduct Authority (FCA)
Disclosure Guidance and Transparency Rule (DTR) 4.1.15R
– DTR 4.1.18R, these financial statements will form part of
the Electronic Format Annual Financial Report filed on the
National Storage Mechanism of the FCA in accordance
with DTR 4.1.15R – DTR 4.1.18R. This auditor’s report
provides no assurance over whether the Electronic
Format Annual Financial Report has been prepared in
compliance with DTR 4.1.15R – DTR 4.1.18R.
For and on behalf of Deloitte LLP
Recognised Auditor
St Peter Port, Guernsey
30 April 2025
API Annual Report & Accounts Year End 31 December 2024
38
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2024
12 Months to | 12 Months to | ||
31 Dec 2024 | 31 Dec 2023 | ||
Notes | £ | £ | |
| Rental income | |||
Service charge income | |||
| Service charge expenditure | ( ) | ( ) | |
| Net Rental Income | |||
| Administrative and other expenses | |||
| Investment management fee | 4 | ( | ( |
| Other direct property operating expenses | 4 | ( ) | ( ) |
| Net Impairment gain on trade receivables | 4 | ( ) | |
| Fees associated with strategic review and aborted merger | 4 | ( | ( |
| Fees associated with managed wind-down and portfolio disposal | 4 | ( ) | |
| Other administration expenses | 4 | ( ) | ( ) |
| Total administrative and other expenses | ( ) | ( ) | |
Operating profit before changes in fair value of investment properties | |||
Valuation loss from investment properties | 7 | ( ) | |
| Valuation gain/(loss) from land | 8 | ( | |
| Estimated costs arising from future disposal | ( ) | | |
| Loss on disposal of subsidiaries | 10 | ( ) | |
| Loss on disposal of investment properties | 7 | ( | ( |
| Operating loss | ( ) | ( ) | |
Finance income | 5 | ||
| Finance costs | 5 | ( ) | ( ) |
| Loss for the year before taxation | ( ) | ( ) | |
| Taxation | |||
| Tax charge | 6 | ( | |
| Loss for the year, net of tax | ( ) | ( ) | |
Other comprehensive ( loss ) / income | |||
| Movement in fair value on swap | 15a | ( ) | |
| Movement in fair value on interest rate cap | 15b | ( ) | |
Total other comprehensive ( loss ) /gain | ( ) | ||
| Total comprehensive loss for the year, net of tax | ( ) | ( ) | |
| Loss per share | 2024 ( p ) | 2023 ( p ) | |
| Basic and diluted loss per share | 20 | ( ) | ( ) |
All items in the above Statement of Comprehensive Income derive from discontinuing operations.
The notes on pages 42 to 69 are an integral part of these Consolidated Financial Statements.
API Annual Report & Accounts Year End 31 December 2024
39
Consolidated Statement of Financial Position
as at 31 December 2024
31 Dec 24 | 31 Dec 23 | ||
| Assets | Notes | £ | £ |
| Non-current assets | |||
Investment properties | 7 | ||
| Lease incentives | 7 | ||
| Land | 8 | ||
| Interest rate cap | 15b | ||
| Rental deposits held on behalf of tenants | |||
| Current Assets | |||
| Investment property held for sale | 9 | ||
| Land | 8 | ||
| Trade and other receivables | 11 | ||
| Cash and cash equivalents | 12 | ||
| Interest rate cap | 15b | ||
Total assets | |||
| Liabilities | |||
| Current liabilities | |||
Trade and other payables | 13 | ||
| Distributions payable | 21 | ||
| Non-current liabilities | |||
| Bank borrowings | 14 | ||
| Obligations under finance leases | 16 | ||
| Rental deposits due to tenants | |||
Total liabilities | |||
Net assets | |||
| Equity | |||
| Capital and reserves attributable to Company’s equity holders | |||
Share capital | 18 | ||
| Treasury share reserve | 18 | ( | ( |
| Redeemable Bonus Share issue | 18 | ( ) | |
| Retained Earnings | 19 | ||
| Capital reserves | 19 | ( | ( |
| Other distributable reserves | 19 | ||
| Total equity | |||
2024 ( p ) | 2023 ( p ) | ||
| NAV per share | 22 |
The notes on pages 42 to 69 are an integral part of these Consolidated Financial Statements.
API Annual Report & Accounts Year End 31 December 2024
40
Consolidated Statement of Changes in Equity
for the year ended 31 December 2024
Notes | Share capital | Treasury | Redeemable | Retained | Capital | Other | Total equity | |
| Shares | Bonus Shares | earnings | reserves | distributable | ||||
| reserves | ||||||||
£ | £ | £ | £ | £ | £ | £ | ||
| Opening balance | ( | ( | ||||||
Loss for the year | ( | ( | ||||||
| Other comprehensive gain | ||||||||
Total comprehensive loss for the year | ( | ( | ||||||
Redeemable Bonus Shares | ( | ( | ||||||
| Dividends paid | 21 | ( ) | ( ) | |||||
| Dividends payable | 21 | ( ) | ( ) | |||||
| Valuation loss from land | 8 | ( | ||||||
Reclassified from Other distributable reserves | ( | |||||||
| Transfer between reserves | ( | |||||||
Loss on disposal of subsidiaries | ( | |||||||
Loss on disposal of investment properties | 7 | ( | ||||||
| Balance at | | ( ) | ( ) | | ( ) |
for the year ended 31 December 2023
Notes | Share capital | Treasury | Redeemable | Retained | Capital | Other | Total equity | |
| Shares | Bonus Shares | earnings | reserves | distributable | ||||
| reserves | ||||||||
£ | £ | £ | £ | £ | £ | £ | ||
| Opening balance 1 January | ( | |||||||
| 2023 | ||||||||
Loss for the year | ( ) | ( ) | ||||||
| Other comprehensive loss | ( | ( | ||||||
Total comprehensive loss for the year | ( | ( | ( | |||||
Dividends paid | 21 | ( ) | ( ) | |||||
Valuation loss from investment properties | 7 | ( | ||||||
| Valuation loss from land | 8 | ( ) | ||||||
Reclassified from Other distributable reserves | ( | |||||||
Loss on disposal of investment properties | 7 | ( | ||||||
| Balance at 31 December 2023 | ( | ( |
The notes on pages 42 to 69 are an integral part of these Consolidated Financial Statements.
API Annual Report & Accounts Year End 31 December 2024
41
Consolidated Statement of Cash Flow
for the year ended 31 December 2024
12 months to | 12 months to | ||
31 Dec 2024 | 2023 | ||
| Cash flows from operating activities | Notes | £ | £ |
| Loss for the year before taxation | ( | ( | |
Movement in lease incentives | ( ) | ||
| Movement in trade and other receivables | |||
| Movement in trade and other payables | ( ) | | |
| Finance costs | 5 | ||
| Finance income | 5 | ( ) | ( ) |
| Valuation loss from investment properties | 7 | ||
| Valuation loss from land | 8 | ( ) | |
| Estimated costs arising from future disposal | |||
| Loss on disposal of subsidiaries | 10 | ||
| Loss on disposal of investment properties | 7 | ||
| Net cash inflow from operating activities | |||
| Cash flows from investing activities | |||
| Finance income | 5 | ||
Purchase of investment properties | 7 | ( ) | |
| Purchase of land | 8 | ( | ( |
| Capital expenditure on investment properties | 7 | ( ) | |
| Net proceeds from disposal of investment properties | 7 | ||
| Net proceeds from disposal of subsidiaries | 10 | ||
Net cash ( outflow ) /inflow from investing activities | ( ) | ||
| Cash flows from financing activities | |||
| Bonus share distribution in period | 18 | ( | |
Borrowing on RCF | 14 | ||
| Repayment of RCF | 14 | ( ) | ( ) |
| Repayment of expired facility | 14 | ( | |
| New term facility | 14 | ||
| Interest paid on bank borrowing | 5 | ( ) | ( ) |
| Receipts on Interest rate SWAP | |||
| Receipts on Interest rate Cap | 15b | ||
| Finance lease interest | 5 | ( | ( |
| Dividends payable to the Company’s shareholders | 21 | ( ) | |
| Dividends paid to the Company’s shareholders | 21 | ( | ( |
Net cash inflow/ ( outflow ) from financing activities | ( ) | | |
Net ( decrease ) /increase in cash and cash equivalents in the year | ( ) | ||
| Cash and cash equivalents at beginning of year | 12 | ||
| Cash and cash equivalents at end of year | 12 |
The notes on pages 42 to 69 are an integral part of these Financial Consolidated Statements.
API Annual Report & Accounts Year End 31 December 2024
42
Notes to the Financial Statements
for the year ended 31 December 2023
2. Accounting policies
API Annual Report & Accounts Year End 31 December 2024
43
API Annual Report & Accounts Year End 31 December 2024
44
2.3 Summary of material accounting policies
The Group adopted Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practical Statement 2) from 1 January
2023. The amendments require the disclosure of ‘material’, rather than ‘significant’, accounting policies. Accounting policy
information is material if, when considered together with other information included in an entity’s financial statements, it can
reasonably be expected to influence decisions that the primary users of general-purpose financial statements make on the
basis of those financial statements.
Accounting policy information may be material because of the nature of the related transactions, other events or conditions,
even if the amounts are immaterial. However, not all accounting policy information relating to material transactions, other
events or conditions is itself material. The Directors have reviewed the accounting policies and are satisfied that the
information previously disclosed as part of their ‘significant’ accounting policies fulfils the definitions of ‘material’ under the
amended standards – as such there has been no change to the summary of accounting policies below in the current year.
API Annual Report & Accounts Year End 31 December 2024
45
API Annual Report & Accounts Year End 31 December 2024
46
API Annual Report & Accounts Year End 31 December 2024
47
API Annual Report & Accounts Year End 31 December 2024
48
API Annual Report & Accounts Year End 31 December 2024
49
| As at 31 December 2024 | Fixed rate | Variable rate | Interest rate |
£ | £ | £ | |
| Cash held at bank | - | 3,807,736 | 0.000% |
Cash held in abrdn Liquidity fund | - | 32,847,430 | 4.870% |
| Bank borrowings | - | - | 0.000% |
| As at 31 December 2023 | Fixed rate | Variable rate | Interest rate |
£ | £ | £ | |
| Cash held at bank | - | 6,653,838 | 0.000% |
Bank borrowings | 85,000,000 | 56,874,379 | 5.459% |
API Annual Report & Accounts Year End 31 December 2024
50
Year ended 31 December 2024 | On demand | 12 months | 1 to 5 years | >5 years | Total |
£ | £ | £ | £ | £ | |
Trade and other payables | 18,297,427 | - | - | - | 18,297,427 |
18,297,427 | - | - | - | 18,297,427 |
Year ended 31 December 2023 | On demand | 12 months | 1 to 5 years | >5 years | Total |
£ | £ | £ | £ | £ | |
Interest-bearing loans | - | 8,442,998 | 152,428,127 | - | 160,871,125 |
Trade and other payables | 7,514,629 | 52,450 | 209,800 | 5,140,100 | 12,916,979 |
Rental deposits due to tenants | - | 299,124 | 713,058 | 181,945 | 1,194,127 |
7,514,629 | 8,794,572 | 153,350,985 | 5,322,045 | 174,982,231 |
Carrying amount | Fair Value | |||
2024 | 2023 | 2024 | 2023 | |
| Financial Assets | £ | £ | £ | £ |
| Cash and cash equivalents | 36,655,166 | 6,653,838 | 36,655,166 | 6,653,838 |
Trade and other receivables | 2,171,092 | 6,101,152 | 2,171,092 | 6,101,152 |
| Financial liabilities | ||||
Bank borrowings | - | 141,251,910 | - | 144,957,576 |
Trade and other payables | 18,297,427 | 8,217,588 | 18,297,427 | 8,217,588 |
API Annual Report & Accounts Year End 31 December 2024
51
Year ended 31 December 2024 | Level 1 | Level 2 | Level 3 | Total fair value |
| Financial assets | ||||
Trade and other receivables | - | 2,171,092 | - | 2,171,092 |
Cash and cash equivalents | 36,655,166 | - | - | 36,655,166 |
36,655,166 | 2,171,092 | - | 38,826,258 | |
| Financial liabilities | ||||
Trade and other payables | - | 18,297,427 | - | 18,297,427 |
- | 18,297,427 | - | 18,297,427 |
Year ended 31 December 2023 | Level 1 | Level 2 | Level 3 | Total fair value |
| Financial assets | ||||
Trade and other receivables | - | 6,101,152 | - | 6,101,152 |
Cash and cash equivalents | 6,653,838 | - | - | 6,653,838 |
Interest rate cap | - | 1,408,781 | - | 1,408,781 |
Rental deposits held on behalf of tenants | 895,003 | - | - | 895,003 |
Right of use asset | - | 1,810,120 | - | 1,810,120 |
7,548,841 | 9,320,053 | - | 16,868,894 | |
| Financial liabilities | ||||
Trade and other payables | - | 8,217,588 | - | 8,217,588 |
Bank borrowings | - | 144,957,576 | - | 144,957,576 |
Obligation under finance leases | - | 1,810,120 | - | 1,810,120 |
Rental deposits held on behalf of tenants | 895,003 | - | - | 895,003 |
895,003 | 154,985,284 | - | 155,880,287 |
API Annual Report & Accounts Year End 31 December 2024
52
2024 | 2023 | ||
Notes | £ | £ | |
| Investment management fees | 4a | 1,399,114 | 2,632,225 |
| Other direct property expenses | |||
| Vacant Costs (excluding void service charge) * | 1,263,429 | 1,217,722 | |
Repairs and maintenance | 341,480 | 418,360 | |
| Letting fees | 377,364 | 405,684 | |
| Other costs | 464,747 | 366,695 | |
| Total Other direct property expenses | 2,447,020 | 2,408,461 | |
Net Impairment loss/ ( gain ) on trade receivables | 110,725 | ( 213,048 ) | |
Fees associated with strategic review and aborted merger | 4b | 2,800,223 | 1,729,925 |
Fees associated with managed wind down and disposal | 4b | 399,197 | - |
| Other administration expenses | |||
| Directors’ fees and subsistence | 23 | 389,757 | 239,436 |
Valuer’s fees | 4c | 57,835 | 75,524 |
| Auditor’s fees | 4d | 167,125 | 192,700 |
| Marketing | 4a | 118,425 | 222,893 |
| Other administration costs | 4e | 772,043 | 406,189 |
| Total Other administration expenses | 1,505,185 | 1,136,742 | |
Total Administrative and other expenses | 8,661,464 | 7,694,305 |
2024 | 2023 | |
£ | £ | |
| Total service charge billed to tenants | 4,244,088 | 4,731,793 |
Service charge due from/(to) tenants | 655,793 | 152,564 |
| Service charge income | 4,899,881 | 4,884,357 |
Total service charge expenditure incurred | 4,899,881 | 4,884,357 |
Service charge incurred in respect of void units | 1,037,936 | 1,470,241 |
| Service charge expenditure | 5,937,817 | 6,354,598 |
API Annual Report & Accounts Year End 31 December 2024
53
2024 | 2023 | |
£ | £ | |
| Interest income on cash and cash equivalents | 649,889 | 92,178 |
| Finance income | 649,889 | 92,178 |
Interest expense on bank borrowings | 7,607,108 | 8,119,398 |
| Non-utilisation charges on facilites | 216,940 | 198,314 |
| Receipt on interest rate swap | - | (911,184) |
| Receipt on interest rate caps | ( 910,100 ) | ( 578,933 ) |
| Amortisation of premium paid for interest rate cap | 762,904 | 565,030 |
Amortisation of arrangement costs ( see note 14 ) | 244,517 | 253,594 |
| Finance lease interest | 33,768 | 49,289 |
| Finance costs | 7,955,137 | 7,695,508 |
API Annual Report & Accounts Year End 31 December 2024
54
6. Taxation
UK REIT Status
The Group migrated tax residence to the UK and elected to be treated as a UK REIT with effect from 1 January 2015. As a UK
REIT, the income profits of the Group’s UK property rental business were exempt from corporation tax as were any gains it
makes from the disposal of its properties, provided they were not held for trading or sold within three years of completion of
development. The Group was otherwise subject to UK corporation tax at the prevailing rate.
As the principal company of the REIT, the Company was required to distribute at least 90% of the income profits of the Group’s
UK property rental business. There are a number of other conditions that were also required to be met by the Company and
the Group to maintain REIT tax status. These conditions were met in the period up until the Company disposed of its
shareholding in the subsidiaries. Accordingly, deferred tax was not recognised on temporary differences relating to the
property rental business.
Following the sale of the Group’s subsidiaries on 29
th
November 2024 (including the investment property portfolio), the Group
automatically left the UK REIT regime; one of the quantitative requirements for being a member of the UK REIT regime is that
the qualifying property rental business must contain at least three separate properties. Prior to the sale, the Group consulted
with their appointed tax advisors on implications of leaving the REIT regime.
The Company and its former Guernsey subsidiary had obtained exempt company status in Guernsey so that they were
exempt from Guernsey taxation on income arising outside Guernsey and bank interest receivable in Guernsey. A
reconciliation between the tax charge and the product of accounting profit multiplied by the applicable tax rate for the year
ended 31 December 2024 and 2023 is as follows:
2024 | 2023 | |
£ | £ | |
| Loss before tax | ( 42,839,090 ) | ( 8,267,901 ) |
Tax calculated at UK statutory corporation tax rate of 25% (2023*: blended rate of 23.5%) | (10,709,772) | (1,942,957) |
Valuation loss in respect of Investment properties not subject to tax ( pre-29th Nov ) | 3,425,858 | 4,477,291 |
| UK REIT exemption on net income | (1,711,456) | (2,534,334) |
Valuation loss in respect of Lant at Far Ralia post 29 th Nov | 164,562 | - |
| Valuation loss in respect of sale of Subsidiaries | 8,885,918 | - |
| Current income tax charge | 55,110 | - |
* Calculated as a blended average of 23.5% being 3 months at the prevailing 19%, and 9 months at 25%.
7. Investment Properties
UK | UK | UK | UK | ||
Industrial | Office | Retail | Other | Total | |
2024 | 2024 | 2024 | 2024 | 2024 | |
£ | £ | £ | £ | £ | |
Market value at 1 January | 250,070,037 | 72,575,000 | 72,390,000 | 35,900,000 | 430,935,037 |
Purchase of investment properties | - | - | - | - | - |
Capital expenditure on investment properties | - | - | - | - | - |
| Opening market value of disposed investment | (29,700,000) | (15,350,000) | - | - | (45,050,000) |
| properties | |||||
Market value prior to sale of subsidiaries | 220,370,037 | 57,225,000 | 72,390,000 | 35,900,000 | 385,885,037 |
| Opening market value of disposed investment | (220,370,037) | (57,225,000) | (72,390,000) | (35,900,000) | (385,885,037) |
| properties | |||||
Market value at 31 December | - | - | - | - | - |
Carrying value at 31 December | - | - | - | - | - |
Valuations have been performed by Knight Frank LLP, acting in the capacity of a valuation adviser to the AIFM, accredited
external valuers with recognised and relevant professional qualifications and recent experience of the location and category
of the investment properties being valued. The valuation model in accordance with Royal Institute of Chartered Surveyors
(‘RICS’) requirements on disclosure for Regulated Purpose Valuations has been applied (RICS Valuation - Global Standards,
which incorporate the International Valuation Standards). These valuation models are consistent with the principles in IFRS 13.
Historically, an adjustment has also been made for lease incentives (2023: £9,248,902) and right of use assets (£1,810,120) in
respect of the present value of future ground rents – however both are no longer relevant following the sale of the subsidiaries.
API Annual Report & Accounts Year End 31 December 2024
55
Valuation gains and losses from investment properties are recognised in the Consolidated Statement of Comprehensive
Income for the period and are attributable to changes in unrealised gains or losses relating to investment properties held at
the end of the reporting period.
UK | UK | UK | UK | ||
Industrial | Office | Retail | Other | Total | |
2023 | 2023 | 2023 | 2023 | 2023 | |
£ | £ | £ | £ | £ | |
Market value at 1 January | 227,525,000 | 88,450,000 | 53,550,000 | 39,150,000 | 408,675,000 |
Purchase of investment properties | 4,367,140 | - | 19,619,261 | - | 23,986,401 |
Capital expenditure on investment properties | 17,394,611 | 3,658,739 | 624,029 | 1,342 | 21,678,721 |
| Opening market value of disposed investment | (6,400,000) | - | - | - | (6,400,000) |
| properties | |||||
Valuation loss from investment properties | 6,062,225 | ( 19,490,769 ) | ( 1,360,741 ) | ( 3,200,246 ) | ( 17,989,531 ) |
Movement in lease incentives | 1,121,061 | ( 42,970 ) | ( 42,549 ) | ( 51,096 ) | 984,446 |
Market value at 31 December | 250,070,037 | 72,575,000 | 72,390,000 | 35,900,000 | 430,935,037 |
Investment property recognised as held for sale | (19,750,000) | (15,350,000) | - | - | ( 35,100,000 ) |
Market value net of held for sale at 31 December | 230,320,037 | 57,225,000 | 72,390,000 | 35,900,000 | 395,835,037 |
| Right of use asset recognised on leasehold | - | 1,810,120 | - | - | 1,810,120 |
| properties | |||||
| Adjustment for lease incentives | ( 5,957,199 ) | ( 1,943,609 ) | ( 846,233 ) | ( 559,362 ) | ( 9,306,403 ) |
Carrying value at 31 December | 224,362,838 | 57,091,511 | 71,543,767 | 35,340,638 | 388,338,754 |
In the Cash Flow Statement, proceeds from disposal of investment properties comprise:
2024 | 2023 | |
£ | £ | |
| Opening market value of disposed investment properties | 45,050,000 | 6,400,000 |
Loss on disposal of investment properties | (2,063,652) | (279,090) |
| Net proceeds from disposal of investment properties | 42,986,348 | 6,120,910 |
Valuation Methodology
The fair value of completed investment properties were historically determined using the income capitalisation method.
The income capitalisation method is based on capitalising the net income stream at an appropriate yield. In establishing the
net income stream the valuers reflected the current rent (the gross rent) payable to lease expiry, at which point the valuer
assumed that each unit would be re-let at their opinion of ERV. The valuers made allowances for voids where appropriate, as
well as deducting non recoverable costs where applicable. The appropriate yield was selected on the basis of the location of
the building, its quality, tenant credit quality and lease terms amongst other factors.
The table below outlines the valuation techniques and inputs used to derive Level 3 fair values for each class of investment
properties. The table includes:
The fair value measurements at the end of the reporting period.
The level of the fair value hierarchy (e.g. Level 3) within which the fair value measurements are categorised in their
entirety.
A description of the valuation techniques applied.
Fair value measurements, quantitative information about the significant unobservable inputs used in the fair value
measurement.
The inputs used in the fair value measurement, including the ranges of rent charged to different units within the same
building.
As noted above, all investment properties listed in the table below were categorised Level 3 and all are valued using the Income
Capitalisation method.
API Annual Report & Accounts Year End 31 December 2024
56
| Country & | UK Industrial | UK Office | UK Retail | UK Other |
| Class 2023 | Level 3 | Level 3 | Level 3 | Level 3 |
| Fair Value | 250,070,037 | 72,575,000 | 72,390,000 | 35,900,000 |
| 2023 £ | ||||
| Key | Initial Yield | Initial Yield | Initial Yield | Initial Yield |
| Unobservable | Reversionary yield | Reversionary yield | Reversionary yield | Reversionary yield |
| Input 2023 | Equivalent Yield | Equivalent Yield | Equivalent Yield | Equivalent Yield |
| Estimated rental value per | Estimated rental value per | Estimated rental value per | Estimated rental value per | |
| sq ft | sq ft | sq ft | sq ft | |
| Range | 0.00% to 8.97% ( 4.80% ) | 4.56% to 10.51% ( 7.57% ) | 6.03% to 9.12% ( 6.91% ) | 5.40% to 9.30% ( 6.53% ) |
| (weighted | 4.74% to 8.79% (6.55%) | 7.34% to 12.20% (10.33%) | 5.52% to 7.99% (6.22%) | 5.81% to 9.40% (6.52%) |
| average) | 5.28% to 8.30% ( 6.46% ) | 7.04% to 9.98% ( 8.89% ) | 5.76% to 9.91% ( 7.02% ) | 5.58% to 9.21% ( 6.67% ) |
| 2023 | £4.75 to £10.25 ( £7.04 ) | £15.79 to £45.94 ( £27.08 ) | £0.00 to £30.61 ( £11.35 ) | £6.50 to £20.00 ( £14.49 ) |
Descriptions and definitions
The table above includes the following descriptions and definitions relating to valuation techniques and key observable inputs
made in determining the fair values.
Estimated rental value (ERV)
The rent at which space could be let in the market conditions prevailing at the date of valuation.
Equivalent yield
The equivalent yield is defined as the internal rate of return of the cash flow from the property, assuming a rise or fall to ERV at
the next review or lease termination, but with no further rental change.
Initial yield
Initial yield is the annualised rents of a property expressed as a percentage of the property value.
Reversionary yield
Reversionary yield is the anticipated yield to which the initial yield will rise (or fall) once the rent reaches the ERV.
The table below shows the ERV per annum, area per square foot, average ERV per square foot, initial yield and reversionary
yield as at the Balance Sheet date.
2024 | 2023 | |
| ERV p.a. | £nil | £34,189,042 |
Area sq.ft. | - | 3,503,840 |
| Average ERV per sq.ft. | £nil | £9.76 |
| Initial yield | N/A | 5.8% |
| Reversionary yield | N/A | 7.1% |
The table below presents the sensitivity of the valuation to changes in the most significant assumptions underlying the
valuation of completed investment property.
2024 | 2023 | |
£ | £ | |
| Increase in equivalent yield of 50 bps | N/A | (31,373,168) |
Decrease in rental rates of 5% ( ERV ) | N/A | ( 15,910,176 ) |
Below is a list of how the interrelationships in the sensitivity analysis above can be explained.
In both cases outlined in the sensitivity table the estimated Fair Value would increase (decrease) if:
The ERV is higher (lower)
Void periods were shorter (longer)
The occupancy rate was higher (lower)
Rent free periods were shorter (longer)
The capitalisation rates were lower (higher)
API Annual Report & Accounts Year End 31 December 2024
57
2024 | 2023 | |
£ | £ | |
| Cost | ||
| Balance at the beginning of the year | 9,595,555 | 8,061,872 |
| Additions | 2,300,154 | 2,154,160 |
| Government Grant Income receivable | (1,026,030) | (620,477) |
| Balance at the end of the year | 10,869,679 | 9,595,555 |
| Accumulated depreciation and amortisation | ||
| Balance at the beginning of the year | ( 1,345,555 ) | ( 561,872 ) |
Valuation gain/ ( loss ) from land | 475,876 | ( 783,683 ) |
| Balance at the end of the year | ( 869,679 ) | ( 1,345,555 ) |
| Projected sales costs (see note 25) | (165,000) | - |
| Carrying amount as at 31 December | 9,835,000 | 8,250,000 |
API Annual Report & Accounts Year End 31 December 2024
58
| 2024 | |
| £ | |
| Disposal of abrdn Property Holdings Limited | 234,298,743 |
| Less: transaction costs associated with the sale | ( 5,237,261 ) |
| Net Proceeds | 229,061,482 |
Net Assets of disposal Group at date of sale ( post completion account review ) | 276,614,616 |
| Derecognition of Far Ralia (transferred to Company) | (10,000,000) |
Derecognition of Accrued Grant Income for Far Ralia ( transferred to Company ) | ( 1,646,507 ) |
| Trade and Other Receivables transferred to Company | (505,296) |
| Adjusted Net Assets of disposal Group | 264,462,813 |
| Loss on Disposal of Subsidiaries | 35,401,331 |
| Reclassification of unrealised losses in Investment Portfolio to Realised Losses | 12,751,247 |
Realised Loss on Disposal of Subsidiaries | 48,152,578 |
2024 | 2023 | |
£ | £ | |
| Trade receivables | 189,460 | 4,574,012 |
| Less: provision for impairment of trade receivables | ( 189,460 ) | ( 832,240 ) |
Trade receivables ( net ) | - | 3,741,772 |
| Rental deposits held on behalf of tenants | - | 299,124 |
Accrued Grant Income ( see Note 8 ) | 1,646,507 | 620,477 |
| Other receivables | 524,585 | 1,439,779 |
| Total trade and other receivables | 2,171,092 | 6,101,152 |
2024 | 2023 | |
£ | £ | |
| Opening balance | ( 832,240 ) | ( 2,137,972 ) |
(Charge)/Credit for the year | (110,725) | 213,048 |
| Reversal for amounts written-off | 369,386 | 1,092,684 |
| Derecognition on disposal of subsidiaries | 384,119 | - |
| Closing balance | ( 189,460 ) | ( 832,240 ) |
API Annual Report & Accounts Year End 31 December 2024
59
2024 | 2023 | |
£ | £ | |
| 0 to 3 months | ( 9,485 ) | ( 37,274 ) |
3 to 6 months | (18,299) | (81,350) |
| Over 6 months | ( 161,676 ) | ( 713,616 ) |
( 189,460 ) | ( 832,240 ) |
2024 | 2023 | |
£ | £ | |
| Cash held at bank | 3,807,736 | 6,337,101 |
Cash held in abrdn Liquidity fund | 32,847,430 | - |
| Cash held on deposit with RBS | - | 316,737 |
36,655,166 | 6,653,838 |
2024 | 2023 | |
£ | £ | |
| Trade and other payables | 6,860,858 | 7,023,461 |
VAT payable | - | 656,894 |
| Deferred rental income | - | 6,038,976 |
| Rental deposits due to tenants | - | 299,124 |
6,860,858 | 14,018,455 |
| 2024 | 2023 | |
| £ | £ | |
| Loan facility (including Rolling Credit Facility) | - | 165,000,000 |
Drawn down outstanding balance | - | 141,874,379 |
API Annual Report & Accounts Year End 31 December 2024
60
| 2024 | 2023 | |
| £ | £ | |
| Opening carrying value of expired facility as at 1 January | - | 109,928,234 |
Borrowings during the period on expired RCF | - | 25,000,000 |
Repayment of expired RCF | - | (25,000,000) |
| Repayment of expired facility | - | (110,000,000) |
| Amortisation arrangement costs | - | 71,766 |
| Closing carrying value of expired facility | - | - |
| Opening carrying value of new facility as at 1 January | 141,251,190 | (804,297) |
| Borrowings during the period on new RCF | 13,300,000 | 63,000,000 |
Repayment of new RCF | (41,874,379) | (6,125,621) |
| New term loan facility | - | 85,000,000 |
| Elimination of RCF indebtedness on sale | (28,300,000) | - |
| Elimination of Term Loan indebtedness on sale | (85,000,000) | - |
| Eliminate residual unamortised arrangement costs on sale | 377,952 | - |
| Amortisation arrangement costs | 244,517 | 181,828 |
| Closing carrying value | - | 141,251,910 |
| Opening carrying value of facilities combined as at 1 January | 141,251,910 | 109,123,937 |
Closing carrying value of facilities combined | - | 141,251,910 |
2024 | 2023 | ||
£ | £ | ||
Amortisation of arrangement costs ( expired facility ) | - | 71,766 | |
Amortisation of arrangement costs (new facility) | 244,517 | 181,828 | |
| See Note 5 | 244.517 | 253,594 |
| Analysis of | Cash and cash | Interest- | 2024 | Cash and cash | Interest- | 2023 |
| movement in net | equivalents | bearing loans | Net debt | equivalents | bearing loans | Net debt |
| debt | £ | £ | £ | £ | £ | £ |
| Opening balance | 6,653,838 | ( 141,251,910 ) | ( 134,598,072 ) | 15,871,053 | ( 109,123,937 ) | ( 93,252,884 ) |
Cash movement | 32,851,922 | 28,574,379 | 61,426,301 | ( 9,217,215 ) | ( 31,874,379 ) | ( 41,091,594 ) |
| Elimination on sale | ( 2,850,594 ) | 112,922,048 | 110,071,454 | - | - | - |
Amortisation of arrangement | - | (244,517) | (244,517) | - | (253,594) | (253,594) |
| costs | ||||||
| Closing balance | 36,655,166 | - | 36,655,166 | 6,653,838 | ( 141,251,910 ) | ( 134,598,072 ) |
API Annual Report & Accounts Year End 31 December 2024
61
2024 | 2023 | |
£ | £ | |
| Loan amount | - | 141,874,379 |
Cash | - | ( 6,653,838 ) |
- | 135,220,541 | |
Investment property valuation/Land | 10,000,000 | 439,185,037 |
| LTV percentage | N/A | 30.8% |
2024 | 2023 | |
£ | £ | |
| Opening fair value of interest rate swaps at 1 January | - | 1,238,197 ) |
Reclassification of interest accrual | - | ( 335,663 ) |
Valuation (loss)/gain on interest rate swap | - | (902,534) |
| Reclassified to Profit & Loss | - | - |
Closing fair value of interest rate swap at 31 December | - | - |
2024 | 2023 | |
£ | £ | |
| Opening fair value of interest rate cap at 1 January | 1,408,781 | 2,550,469 |
Net Change in fair value | (794,477) | (1,141,688) |
Derecognition of Interest Rate Cap on disposal of subsidiary | (614,304) | - |
| Closing fair value of interest rate cap at 31 December | - | 1,408,781 |
API Annual Report & Accounts Year End 31 December 2024
62
| 2024 | |||
Cost of hedging | Cash flow hedge | Total | |
£ | £ | £ | |
Opening fair value | 625,276 | 783,505 | 1,408,781 |
Valuation ( loss ) /gain | ( 625,276 ) | 871,254 | 245,978 |
Interest received | - | (1,040,455) | (1,040,455) |
| Net Change in fair value | ( 625,276 ) | ( 169,201 ) | ( 794,477 ) |
Closing fair value of interest rate cap at 31 December | - | 614,304 | 614,304 |
Less Closing Interest Accrual * | - | ( 82,903 ) | ( 82,903 ) |
Adjusted fair value of interest rate cap at 31 December | - | 531,401 | 531,401 |
Opening Adjusted fair value of interest rate cap at 1 January | 625,276 | 783,505 | 1,408,781 |
Valuation ( loss ) /gain recognised on Adjusted Valuation | ( 625,276 ) | ( 252,104 ) | ( 877,380 ) |
Net Change in fair value (as above) | (625,276) | (169,201) | (794,477) |
Less Closing Interest Accrual ( as above ) * | - | ( 82,903 ) | ( 82,903 ) |
Valuation ( loss ) /gain recognised on Adjusted Valuation | ( 625,276 ) | ( 252,104 ) | ( 877,380 ) |
| 2024 | |||
Interest Rate Cap Reserves Reconciliation | Cost of hedging | Cash flow | Total |
| reserve | hedge reserve | ||
£ | £ | £ | |
| Opening Reserve | ( 1,316,871 ) | 570,245 | ( 746,626 ) |
Valuation ( loss ) /gain recognised on Adjusted Valuation | ( 625,276 ) | ( 252,104 ) | ( 877,380 ) |
Less Prior accrual | - | 213,260 | 213,260 |
Amortisation of Premium (See Note 5) | 762,904 | - | 762,904 |
Valuation loss as recognised in Other Comprehensive Income | 137,628 | ( 38,844 ) | 98,784 |
Derecognition of residual premium | 1,179,243 | - | 1,179,243 |
Derecognition of residual value | - | ( 531,401 ) | ( 531,401 ) |
Closing Reserve | - | - | - |
API Annual Report & Accounts Year End 31 December 2024
63
| 2023 | |||
Cost of hedging | Cash flow hedge | Total | |
£ | £ | £ | |
Opening Value | 1,779,151 | 771,318 | 2,550,469 |
Valuation ( loss ) /gain | ( 1,153,875 ) | 377,860 | ( 776,015 ) |
Interest received | - | ( 365,673 ) | ( 365,673 ) |
| Net Change in fair value | ( 1,153,875 ) | 12,187 | ( 1,141,688 ) |
Closing fair value of interest rate cap at 31 December | 625,276 | 783,505 | 1,408,781 |
Less Closing Interest Accrual * | - | (213,260) | (213,260) |
Adjusted fair value of interest rate cap at 31 December | 625,276 | 570,245 | 1,195,521 |
Opening Adjusted fair value of interest rate cap at 1 January | 1,779,151 | 771,318 | 2,550,469 |
Valuation ( loss ) /gain recognised on Adjusted Valuation | ( 1,153,875 ) | ( 201,073 ) | ( 1,354,948 ) |
Net Change in fair value ( as above ) | ( 1,153,875 ) | 12,187 | ( 1,141,688 ) |
Less Closing Interest Accrual (as above) * | - | (213,260) | (213,260) |
Valuation ( loss ) /gain recognised on Adjusted Valuation | ( 1,153,875 ) | ( 201,073 ) | ( 1,354,948 ) |
| 2023 | |||
Interest Rate Cap Reserves Reconciliation | Cost of hedging | Cash flow | Total |
| reserve | hedge reserve | ||
£ | £ | £ | |
| Opening Reserve | ( 728,026 ) | 771,318 | 43,292 |
Valuation (loss)/gain recognised on Adjusted Valuation | (1,153,875) | (201,073) | (1,354,948) |
Amortisation of Premium ( See Note 5 ) | 565,030 | - | 565,030 |
| Valuation gain as recognised in Other Comprehensive Income | ( 588,845 ) | ( 201,073 ) | ( 789,918 ) |
| Closing Reserve | ( 1,316,871 ) | 570,245 | ( 746,626 ) |
2024 | 2023 | |
£ | £ | |
| Interest received | 1,040,455 | 365,673 |
Closing Interest Accrual | 82,903 | 213,260 |
| Less Interest Accrued from prior year | (213,260) | - |
Receipt on interest rate caps ( see Note 5 ) | 910,098 | 578,933 |
2024 | 2023 | |
£ | £ | |
Current assets/ ( liabilities ) | - | 849,110 |
Non-current assets/(liabilities) | - | 559,671 |
| Interest rate cap with a start date of 27 April 2023 maturing on 26 April 2026 | - | 1,408,781 |
API Annual Report & Accounts Year End 31 December 2024
64
| Minimum lease | Interest | Present value of | |
| payments | minimum lease | ||
| payments | |||
2023 | 2023 | 2023 | |
£ | £ | £ | |
Less than one year | 52,450 | ( 49,202 ) | 3,248 |
Between two and five years | 209,800 | ( 195,892 ) | 13,908 |
More than five years | 5,140,100 | (3,347,135) | 1,792,965 |
Total | 5,402,350 | ( 3,592,229 ) | 1,810,121 |
2024 | 2023 | |
£ | £ | |
| Within one year | - | 27,137,392 |
Between one and two years | - | 22,839,051 |
| Between two and three years | - | 19,036,836 |
| Between three and four years | - | 14,949,198 |
| Between four and five years | - | 12,718,074 |
| More than 5 years | - | 78,172,826 |
| Total | - | 174,853,377 |
2024 | 2023 | |
£ | £ | |
| Opening balance | 228,383,857 | 228,383,857 |
Shares issued | - | - |
| Closing balance | 228,383,857 | 228,383857 |
API Annual Report & Accounts Year End 31 December 2024
65
2024 | 2023 | |
£ | £ | |
| Opening balance | - | - |
Shares redeemed during the year | 198,233,868 | - |
| Closing balance | 198,233,868 | - |
2024 | 2023 | |
£ | £ | |
| Opening balance | 18,400,876 | 18,400,876 |
Bought back during the year | - | - |
| Closing balance | 18,400,876 | 18,400,876 |
2024 | 2023 | |
| Number of | Number of | |
| shares | shares | |
| Opening balance | 381,218,977 | 381,218,977 |
Issue of Redeemable Bonus Share | 381,218,977 | - |
| Redemption / cancellation of Redeemable Bonus Shares | ( 381,218,977 ) | - |
| Closing balance | 381,218,977 | 381,218,977 |
API Annual Report & Accounts Year End 31 December 2024
66
20. Earnings per share
Basic earnings per share amounts are calculated by dividing profit/loss for the year net of tax attributable to ordinary equity
holders by the weighted average number of ordinary shares outstanding during the year. As there are no dilutive instruments
outstanding, basic and diluted earnings per share are identical.
The earnings per share for the year is set out in the table below.
The following reflects the income and share data used in the basic and diluted earnings per share computations:
2024 | 2023 | |
£ | £ | |
| Loss for the year net of tax | ( 42,894,200 ) | ( 8,267,901 ) |
2024 | 2023 | |
| Weighted average number of ordinary shares outstanding during the year | 381,218,977 | 381,218,977 |
Loss per ordinary share ( pence ) | ( 11.25 ) | ( 2.17 ) |
Profit for the year excluding capital items ( £ ) | 7,011,154 | 10,824,203 |
21. Dividends and Property Income Distributions Gross of Income Tax
Dividends 2024 | PID | Non-PID | Total | PID | Non-PID |
| pence | pence | Pence | £ | £ | |
| Quarter to 31 December of prior year | 0.3980 | 0.6020 | 1.0000 | 1,517,252 | 2,294,938 |
| (paid in February) | |||||
Quarter to 31 March ( paid in May ) | 1.0000 | - | 1.0000 | 3,812,190 | - |
Quarter to 30 June ( paid in August ) | 0.4500 | 0.5500 | 1.0000 | 1,715,485 | 2,096,705 |
Quarter to 30 September (paid in November) | 0.3000 | 0.7000 | 1.0000 | 1,143,657 | 2,668,533 |
Total dividends paid | 2.1480 | 1.8520 | 4.0000 | 8,188,584 | 7,060,176 |
| Distribution on exiting REIT regime | 3.0000 | - | 3.0000 | 11,436,569 | - |
( paid after year end ) | |||||
Prior year dividends (per above) | (0.3980) | (0.6020) | (1.0000) | (1,517,252) | (2,294,938) |
Total dividends for the year | 4.7500 | 1.2500 | 6.0000 | 18,107,901 | 4,765,238 |
On 10 January 2025 a dividend of 3.0 pence per share was paid as a Property Income Distribution. This was in respect of the
Group leaving the UK REIT regime and represented an initial payment to ensure 100% of all historic Property Income was fully
distributed; while a member of the UK REIT regime, the Company was required to distribute at least 90% and this initial payment
was representative of the accumulation of retained Property Income where the Company distributed between 90 and 100%.
API Annual Report & Accounts Year End 31 December 2024
67
Dividends 2023 | PID | Non-PID | Total | PID | Non-PID |
| pence | pence | Pence | £ | £ | |
| Quarter to 31 December of prior year | - | 1.0000 | 1.0000 | - | 3,812,190 |
( paid in February ) | |||||
Quarter to 31 March ( paid in May ) | 1.0000 | - | 1.0000 | 3,812,190 | - |
Quarter to 30 June (paid in August) | 1.0000 | - | 1.0000 | 3,812,190 | - |
Quarter to 30 September (paid in November ) | - | 1.0000 | 1.0000 | - | 3,812,190 |
Total dividends paid | 2.0000 | 2.0000 | 4.0000 | 7,624,380 | 7,624,380 |
| Quarter to 31 December of current | 0.3980 | 0.6020 | 1.0000 | 1,517,252 | 2,294,938 |
| year (paid after year end) | |||||
Prior year dividends ( per above ) | - | ( 1.0000 ) | ( 1.0000 ) | - | ( 3,812,190 ) |
Total dividends paid for the year | 2.3980 | 1.6020 | 4.0000 | 9,141,632 | 6,107,128 |
22. Reconciliation of Audited Consolidated NAV to Unaudited Published NAV
The NAV attributable to ordinary shares is published quarterly and is based on the most recent valuation of the investment
properties.
2024 | 2023 | |
| Number of ordinary shares at the reporting date | 381,218,977 | 381,218,977 |
2024 | 2023 | |
£ | £ | |
| Total equity per audited consolidated financial statements | 30,363,831 | 298,078,443 |
NAV per share ( p ) | 8.0 | 78.2 |
Published NAV per share ( p ) | 8.0 | 78.4 |
The variance between the unaudited published NAV and audited consolidated NAV recorded in 2023 of 0.2p per share
represents the recognition of fees associated with the strategic review and proposed merger, the identification of a
backdated rent review post publication but agreed prior to year-end, and the recognition of accrued grant income not yet
received.
2024 | 2023 | |
£ | £ | |
| Mike Balfour | 46,000 | 41,500 |
Mike Bane | 40,000 | 37,000 |
| James Clifton-Brown | 55,000 | 50,000 |
| Jill May | 42,500 | 37,000 |
| Sarah Slater | 40,000 | 37,000 |
| One-off fee* | 110,000 | - |
| Employers’ national insurance contributions | 41,746 | 23,735 |
375,246 | 226,235 | |
Directors’ expenses | 14,511 | 13,201 |
389,757 | 239,436 |
API Annual Report & Accounts Year End 31 December 2024
68
24. Segmental Information
The Board has considered the requirements of IFRS 8 ‘operating segments’. The Board is of the view that the Group is engaged
in a single segment of business, being property investment and in one geographical area, the United Kingdom.
25. Non-Going Concern adjustment for estimated costs of disposal of property portfolio
As explained in note 2 the Group’s financial statements are no longer prepared on a going concern basis. The Board have
assessed the consequences of this and the decision made in May 2024 to realise the Group’s portfolio of assets and return the
proceeds to shareholders. The Board concluded that it was appropriate to accrue for the estimated costs of disposal and
reduce the fair market value of investment property and land by this amount.
| Investment | Investment | |||
| Properties | Properties | Land | Total | |
| Held for Sale | ||||
£ | £ | £ | £ | |
Market Value | - | - | 10,000,000 | 10,000,000 |
Assumed average sales costs of 1.25% | - | - | ( 125,000 ) | ( 125,000 ) |
Aberdeen disposal fee | - | - | ( 40,000 ) | ( 40,000 ) |
Estimated disposal costs | - | - | ( 165,000 ) | ( 165,000 ) |
Carrying Value | - | - | 9,835,000 | 9,835,000 |
The assumed rate of 1.25% in the table above represents the best estimate of a reasonable sales cost for Far Ralia. The
Aberdeen disposal fee has been calculated in accordance with the terms of the revised IMA as explained in note 4a. As part
of their consideration of adopting a basis other than that of a going concern, the Board have also considered the potential
impact on comparatives. As noted below, as at 31st December 2023 5 assets valued at £35.1m were deemed 'held for sale'
which would have been impaired by £579,150 (0.15p per share) if adopting a similar methodology; at the time, the remaining
portfolio and Land were not held for sale.
| Investment | Investment | |||
| Properties | Properties | Land | Total | |
| Held for Sale | ||||
£ | £ | £ | £ | |
Market Value | 395,835,037 | 35,100,000 | 8,250,000 | 439,185,037 |
Assumed average sales costs of 1.25% | (4,947,938) | (438,750) | (103,125) | (5,489,813) |
Aberdeen disposal fee | (1,583,340) | (140,400) | (33,000) | (1,756,740) |
Estimated disposal costs | (6,531,278) | (579,150) | (136,125) | (7,246,553) |
Carrying Value | 389,303,759 | 34,520,850 | 8,113,875 | 431,938,484 |
As detailed in note 2, the Investment portfolio (which consisted of the remaining portfolio following the disposal of 6 assets
during 2024) was sold as a single transaction to GoldenTree Asset Management LP for a gross consideration of £351m. Due
to the disposal occurring as a single transaction, cost savings were achieved, and the resultant disposal fees (recognised as
part of the realised loss) were £5.2m and were accrued at year end and included within trade and other payables.
API Annual Report & Accounts Year End 31 December 2024
69
Threshold | Valuation | |
£ | £ | |
Cumulative Gross Disposal Proceeds ( to date ) | 364,775,000 | 364,775,000 |
| Theoretical Gross Disposal Proceeds of Far Ralia | 1,876,000 | 10,000,000 |
| Theoretical Gross Disposal Proceeds of May 2024 Portfolio | 366,651,000 | 374,775,000 |
Incentive Fee | Incentive Fee | |
£ | £ | |
Sold after 28 November 2025 ( 0.00% ) | - | - |
Sold prior to 28 November 2025 ( 0.05% ) | 183,326 | 187,388 |
Sold prior to 28 May 2025 ( 0.10% ) | 366,651 | 374,775 |
27. Events after the balance sheet date
Dividends
On 10 January 2025 a dividend of 3.0 pence per share was paid as a Property Income Distribution representing the first
payment out of the accumulated undistributed income of the Group’s UK property rental business (“Property Income”). This
accumulated income has arisen because historic PIDs have been between 90% (as required by REIT rules) and 100% of
Property Income. The amount of the remaining undistributed Property Income is dependent on the completion of negotiations
with GoldenTree and various recoveries from former tenants.
API Annual Report & Accounts Year End 31 December 2024
70
Alternative Performance Measures (unaudited)
The Company used the following Alternative Performance Measures (APMs) until, following the sale of the Group’s portfolio
on 29 November 2024, focus changed to the ultimate distribution to shareholders. APM do not have a standard meaning
prescribed by GAAP and therefore may not be comparable to similar measures presented by other entities.
Further details can be found in the Glossary on pages 74 to 75.
Dividend Cover 31 December 2024 31 December 2023
£ £
Earnings per IFRS Income Statement
(42,795,416) (9,960,353)
Add back:
Unrealised losses on investment properties - 17,989,531
Realised losses on investment properties
2,063,652 279,090
Realised loss on subsidiaries
48,152,578 -
Tax
55,110 -
Unrealised loss on land
(
475,876
)
783,683
Gains on cash flow hedge
(
98,784
)
1,692,452
Profit for dividend cover
6,901,264 10,784,403
Dividends paid in the year 15,248,759 15,248,759
Dividend cover
45% 71%
Add back non-recurring items:
Fees associated with strategic review and aborted merger 2,800,223 1,729,925
Fees associated with the managed wind-down
399,197 -
Adjusted Profit for dividend cover
10,100,684 12,514,328
Dividend cover excluding non=recurring items 66% 82%
NAV Total Return
31 December 2024 31 December 2023
£ £
Opening NAV
78.2 84.8
Closing NAV 8.0 78.2
Movement in NAV
(
70.2
)
(
6.6
)
% Movement in NAV
(
89.8%
)
(
7.8%
)
Impact of reinvested dividends 70.6% 4.8%
NAV total return
(
19.2%
)
(
3.0%
)
Share Price Total Return
31 December 2024 31 December 2023
£ £
Opening share price
53.0 62.4
Closing share price 6.9 53.0
Movement in share price
(
46.1
)
(
9.4
)
% Movement in share price (87.0%) (15.1%)
Impact of reinvested dividends 112.6% 6.9%
Share price total return
25.6%
(
8.2%
)
Gearing
31 December 2024 31 December 2023
£ £
Loan amount
- 141,874,379
Total Assets 48,661,258 456,053,931
Less Derivative Cap - (1,408,781)
48,661,258 454,645,150
Gearing Ratio - 31.2%
API Annual Report & Accounts Year End 31 December 2024
71
Loan to Value 31 December 2024 31 December 2023
£ £
Loan amount
- 141,874,379
Cash
(
36,655,166
)
(
6,653,838
)
(
36,655,166
)
135,220,541
Portfolio valuation
(
including Land
)
10,000,000 439,185,037
LTV percentage
N/A 30.8%
Ongoing Charges
31 December 2024 31 December 2023
£ £
Average NAV
229,423,778 313,684,524
Investment management fees 1,399,114 2,632,225
Other administration expenses
4,704,605 2,866,667
Other direct property expenses
2,447,020 2,408,461
Less: Fees associated with strategic review and aborted merger
(
3,199,420
)
(
1,729,925
)
Service charge billed to the Group in respect of void units
1,037,936 1,470,241
Finance lease interest
33,768 49,289
Total ongoing charges
6,423,023 7,696,958
As a % of average NAV 2.8% 2.5%
Total ongoing charges
(
as above
)
6,423,023 7,696,958
Less: Other direct property expenses
(
2,447,020
)
(
2,408,461
)
Less: Valuation Fees
(
57,835
)
(
75,524
)
Less: Finance Lease Interest
(33,768) (49,289)
Less: Service charge billed to the Group in respect of void units
(
1,037,936
)
(
1,470,241
)
Total ongoing charges less direct property expenses
2,846,464 3,693,443
As a % of average NAV 1.2% 1.2%
API Annual Report & Accounts Year End 31 December 2024
72
ESG Performance
Sustainability Performance
This section provides voluntary disclosures in relation to
Streamlined Energy and Carbon Reporting (SECR) under
the Companies (Directors' Report) and Limited Liability
Partnerships (Energy and Carbon Report) Regulations
2018 and carbon metrics in line with the Taskforce for
Climate-Related Financial Disclosures (TCFD). Previously,
the Company voluntarily reported in full on SECR and
TCFD recommendations. However, due to the wind-down
of operations, full SECR and TCFD reporting has been
discontinued.
Explanatory notes on methodology
Reporting Period
Sustainability data in this report covers the calendar years
of 2023 and 2024.
Emissions Calculation
Emissions are calculated in line with the GHG Protocol
using UK Government location-based conversion factors.
Scope 1 emissions include emissions from gas
consumption and f-gas (refrigerant) losses where
applicable. Scope 2 emissions are those from landlord
consumption of purchased electricity.
Normalisation
Net lettable area (NLA) is used as the denominator for all
intensities reported in this section. This is the most
appropriate choice for the Company’s portfolio as it is the
most widely available metric. It enables year-on-year
comparisons within the portfolio to be made.
Renewable Energy
In the reporting period, all landlord-procured electricity
was from 100% renewable sources. Gas consumed was
not from renewable sources.
Absolute greenhouse gas emissions
For the purposes of Streamlined Energy and Carbon
Reporting (SECR), total Scope 1 and 2 emissions are also
summarised in the following table. Total Landlord Energy
Consumption (kWh) used to calculate Scope 1 and 2
emissions is also outlined in the table below, and a
breakdown of energy type is included in the Absolute
Energy Consumption table above. Note that the Total
Scope 1 and 2 Emissions reported below include emissions
associated with refrigerant losses as well as energy
consumption, for the years where there were reported
refrigerant losses. Please note that data has been
included back to 2019, which has been chosen as the
baseline year for reporting (primarily given that it was not
influenced by energy/carbon reductions associated with
COVID-19 restrictions). Percentage change has been
provided on a 2024 vs 2023 basis, and 2024 vs 2019 basis.
Emissions intensity has increased over time due to the
inclusion of landlord consumption associated with vacant
units. It is important to include this data, given it forms part
of the Company’s Scope 1 and 2 emissions, but, when
included in intensity calculations it has the effect of
skewing the outcome at the portfolio level.
SECR table - GHGs
Data Type (all figures absolute) 2019 (EPRA) 2020 (EPRA) 2021 (EPRA) 2022 (EPRA) 2023 (EPRA) 2024 (EPRA)
% Change
2024 vs
2023
% Change
2024 vs
2019
Total Scope 1/2 GHG Emissions
(tCO2e)
1,496 1,384 1,264 1,013 1,394 1,038 -26% -31%
Emissions Intensity (kgCO2e/m2
NLA
)
- Scopes 1&2
16.0 12.2 15.6 11.1 13.8 19.2
39% 20%
Total Landlord Energy
Consumption (kWh)
6,401,310 6,211,751 6,055,022 5,201,407 7,108,476 7,108,476 -25% -17%
Taskforce for Climate Related Financial Disclosures
(TCFD)
In support of our clients’ own TCFD obligations, core TCFD
metrics for the Fund for the 2024 period are disclosed in
the below table.
2024
Total Scope 1 Emissions 459
Total Scope 2 Emissions 578
Total Scope 1 + 2 Emissions 1,037
Total floor area (m
2
) - with associated Scope 1 & 2
emissions
54,005
Total GAV (£million) - with associated Scope 1 & 2
emissions
81
Scope 1 and 2 GHG Intensity (tCO2e/m2) 0.019
Scope 1 and 2 GHG Intensity
(
tCO2e/£M
)
13
Sustainability certifications
Following the disposal of the subsidiary companies, the
Group no longer has any investment properties in its
portfolio as at year end. Historically, three assets in the
portfolio had BREEAM ratings; 54 Hagley Road in
Birmingham (BREEAM Rating: Very Good),The Pinnacle in
Reading (BREEAM Rating: Excellent) and Glass Futures in St
Helens (BREEAM Rating: Very Good).
API Annual Report & Accounts Year End 31 December 2024
73
Social Indicators
Health & Safety
Excluding the open moorland at Far Ralia, every asset in
the portfolio was subject to a health and safety inspection
during the reporting year, with no incidents of non-
compliance with regulations identified.
Community Engagement
Our community engagement activities are focused
around community and charity engagement activities
arranged by our property manager particularly at multi-
let offices.
API Annual Report & Accounts Year End 31 December 2024
74
Glossary
Annual rental income Cash rents passing at the Balance Sheet date.
Average debt maturity The weighted average amount of time until the maturity of the Group’s debt facilities.
Break option
A break option (alternatively called a ‘break clause’ or ‘option to determine’) is a
clause in a lease which provides the landlord or tenant with a right to terminate the
lease before its contractual expiry date, if certain criteria are met.
Contracted rent
The contracted gross rent receivable which becomes payable after all the occupied
incentives in the letting have expired.
Covenant strength
This refers to the quality of a tenant’s financial status and its ability to perform the
covenants in a Lease.
Dividend cover
The ratio of the company’s net surplus after tax (excluding capital items) to the
dividends paid. Detailed calculation provided on page 70.
Dividend yield Annual dividend expressed as a percentage of share price on any given day.
Earnings per share (EPS)
Surplus for the period attributable to shareholders divided by the weighted average
number of shares in issue during the period.
ERV The estimated rental value of a property, provided by the property valuers.
Fair value
Fair value is defined by IFRS 13 as ‘the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at
the measurement date’.
Fair value movement
Fair value movement is the accounting adjustment to change the book value of an
asset or liability to its market value, and subsequent changes in market value.
Financial resources Uncommitted cash balances plus undrawn element of revolving credit facility.
Gearing ratio
Calculated as gross borrowings (excluding derivative valuation) divided by total
assets (less derivative valuations). The Articles of Association of the Company have
a 65% gearing ratio limit (see page 70 for calculation).
Group abrdn Property Income Trust Limited and its subsidiaries.
IFRS International Financial Reporting Standards.
Index linked
The practice of linking the review of a tenant’s payments under a lease to a published
index, most commonly the Retail Price Index (RPI) but also the Consumer Price Index
(
CPI
)
.
Loan-to-value
Calculated as net borrowings (gross borrowings less cash excluding swap valuation)
divided by portfolio value. Swap valuations at fair value are not considered relevant
in gearing calculations
(
see page 71 for calculation
)
.
MSCI
An independent organisation supplying an expansive range of regional and global
indexes, research, performance modelling, data metrics and risk analytics across
direct property, listed and unlisted vehicles, joint ventures, separate accounts and
debt.
MSCI Benchmark
Benchmark which includes data relevant to all properties held by funds included in
the MSCI UK Quarterly Property Index.
NAV Net Asset Value is the equity attributable to shareholders calculated under IFRS.
NAV total return
The return to shareholders, expressed as a percentage of opening NAV, calculated
on a per share basis by adding dividends paid in the period to the increase or
decrease in NAV. Dividends are assumed to have been reinvested in the quarter they
are paid, excluding transaction costs. Detailed calculation provided on page 70.
Net initial yield (NIY)
The net initial yield of a property is the initial net income at the date of purchase,
expressed as a percentage of the gross purchase price including the costs of
purchase.
Ongoing Charges
A measure, expressed as a percentage of the average NAV for a period, of the
regular, recurring costs of running an investment company, calculated in line with
industry methodology for ongoing charges. Such recurring costs include the
investment managers fees, auditor’s fees, director’s fees and other such costs.
Detailed calculation provided on page 71.
Over-rented Space where the passing rent is above the ERV.
Passing rent The rent payable at a particular point in time.
API Annual Report & Accounts Year End 31 December 2024
75
Portfolio fair value
The market value of the Group’s property portfolio, which is based on the external
valuation provided by Knight Frank LLP.
Portfolio total return (including
Portfolio capital return and
Portfolio income return)
Combining the Portfolio Capital Return (the change in property value after taking
account of property sales, purchases and capital expenditure in the period) and
Portfolio Income Return (net property income after deducting direct property
expenditure
)
, assuming portfolio income is re-invested.
Portfolio yield Passing rent as a percentage of gross property value.
Premium/Discount to NAV
The difference between the share price and NAV per share, expressed as a
percentage of NAV. Premium representing a higher share price compared to NAV
per share, discount the opposite.
Property Income Distribution
UK REITs are required to distribute a minimum of 90% of the income from their
qualifying property rental business. This distribution is known as a Property Income
Distribution (“PID”). PIDs are taxable as UK property income in the hands of tax-paying
shareholders.
Rack-rented Space where the passing rent is the same as the ERV.
REIT
A Real Estate Investment Trust (REIT) is a single company REIT or a group REIT that
owns and manages property on behalf of shareholders. In the UK, a company or
group of companies can apply for ‘UK-REIT’ status, which exempts the company
from corporation tax on profits and gains from their UK qualifying property rental
businesses.
Rent Collection The percentage of rents paid compared to the rents invoiced over a specified period.
Rent free
A period within a lease (usually from the lease start date on new leases) where the
tenant does not pay any rent.
Reversionary yield Estimated rental value as a percentage of the gross property value.
Revolving Credit Facility (“RCF”)
A bank loan facility from which funds can be withdrawn, repaid and redrawn again
any number of times until the facility expires.
RICS
The Royal Institution of Chartered Surveyors, the global professional body promoting
and enforcing international standards in the valuation, management and
development of land, real estate, construction, and infrastructure.
Share price
The value of each of the company’s shares at a point in time as quoted on the Main
Market of the London Stock Exchange.
Share price total return
The return to shareholders, expressed as a percentage of opening share price,
calculated on
a per share basis by adding dividends paid in the period to the increase or decrease
in share price. Dividends are assumed to have been reinvested in the quarter they
are paid, excluding transaction costs. Detailed calculation provided on page 70.
Void rate
The quantum of ERV relating to properties which are unlet and generating no rental
income. Stated as a percentage of total portfolio ERV.
API Annual Report & Accounts Year End 31 December 2024
76
Investor Information
Alternative Investment Fund Managers
Directive (“AIFMD”) and Pre-Investment
Disclosure Document (“PIDD”)
The Company has appointed abrdn Fund Managers
Limited as its alternative investment fund manager and
Citibank UK Limited as its depositary under the AIFMD.
The AIFMD requires abrdn Fund Managers Limited, as the
Company’s AIFM, to make available to investors certain
information prior to such investors’ investment in the
Company. Details of the leverage and risk policies which
the Company is required to have in place under the AIFMD
are published in the Company’s PIDD which can be found
on its website: www.abrdnpit.co.uk. The periodic
disclosures required to be made by the AIFM under the
AIFMD are set out on page 77.
Investor Warning: Be alert to share fraud and
boiler room scams
Aberdeen has been contacted by investors informing us
that they have received telephone calls and emails from
people who have offered to buy their investment
company shares, purporting to work for Aberdeen or for
third party firms. Aberdeen has also been notified of emails
claiming that certain investment companies under our
management have issued claims in the courts against
individuals. These may be scams which attempt to gain
your personal information with which to commit identity
fraud or could be ‘boiler room’ scams where a payment
from you is required to release the supposed payment for
your shares. These callers/senders do not work for
Aberdeen and any third party making such offers/claims
has no link with Aberdeen.
Aberdeen does not ‘cold-call’ investors in this way. If you
have any doubt over the veracity of a caller, do not offer
any personal information and end the call.
The Financial Conduct Authority provides advice with
respect to share fraud and boiler room scams at:
fca.org.uk/consumers/scams
Shareholder Enquiries
For queries regarding shareholdings, lost certificates,
dividend payments, registered details and related
matters, shareholders holding their shares directly in the
Company are advised to contact the Registrar (see details
on page 78).
Changes of address must be notified to the Registrar in
writing. Any general queries about the Company should
be directed to the Company Secretary in writing (see
Contact Addresses) or by email to:
property.income@aberdeenplc.com
How to Invest in the Company
Investors can buy and sell shares in the Company directly
through a stockbroker or indirectly through a lawyer,
accountant or other professional adviser. Alternatively, for
private investors, there are a number of online dealing
platforms that offer share dealing, ISAs and other means
to invest in the Company. Real-time execution-only
stockbroking services allow you to trade online, manage
your portfolio and buy UK listed shares. These sites do not
give advice. Some comparison websites also look at
dealing rates and terms.
Discretionary Private Client Stockbrokers
If you have a large sum to invest, you may wish to contact
a discretionary private client stockbroker. They can
manage your entire portfolio of shares and will advise you
on your investments. To find a private client stockbroker
visit The Personal Investment Management and Financial
Advice Association at: pimfa.co.uk
Financial Advisers
To find an adviser who recommends on investment trusts,
visit: unbiased.co.uk
Regulation of Stockbrokers
Before approaching a stockbroker, always check that
they are regulated by the Financial Conduct Authority at:
fca.org.uk/firms/financial-services-register
How to Attend and Vote at Company Meetings
Investors who hold their shares through a platform or
share plan provider (for example Hargreaves Lansdown,
Interactive Investor or AJ Bell) and would like to attend and
vote at Company meetings (including AGMs) should
contact their platform or share plan provider directly to
make arrangements.
Investors who hold their shares through platforms and
have their shares held through platform nominees, may
not necessarily receive notification of general meetings
and are advised to keep themselves informed of
Company business by referring to the Company’s
website. Where voting is required, and the Board
encourages shareholders to vote at all general meetings
of the Company, shareholders with their holdings in
nominees will need to instruct the nominee to vote on their
behalf and should do so in good time before the meetings.
Keeping You Informed
Information about the Company can be found on its
website: www.abrdnpit.co.uk, including share price and
performance data as well as London Stock Exchange
announcements, current and historic Annual and Half-
Yearly Reports, and the latest monthly factsheet on the
API Annual Report & Accounts Year End 31 December 2024
77
Company issued by the Manager. Investors can receive
updates via email by registering on the home page of the
Company’s website.
The Company’s Ordinary share price appears under the
heading ‘Investment Companies’ in the Financial Times.
Details are also available at: invtrusts.co.uk
Social Media
LinkedIn: Aberdeen Investment Trusts
X: @AberdeenTrusts
Facebook: Aberdeen Investment Trusts
YouTube: @AberdeenInvestmentTrusts
Key Information Document (“KID”)
The KID relating to the Company and published by the
Manager can be found on the Company’s website.
Retail Distribution
On 1 January 2014, the FCA introduced rules relating to
the restrictions on the retail distribution of unregulated
collective investment schemes and close substitutes
(non-mainstream investment products). UK REITs are
excluded from these restrictions therefore, the FCA’s
restrictions on retail distribution do not apply.
Note
Please remember that past performance is not a guide to
the future. Stock market and currency movements may
cause the value of shares and the income from them to
fall as well as rise and investors may not get back the
amount they originally invested. As with all equity
investments, the value of investment trust shares
purchased will immediately be reduced by the difference
between the buying and selling prices of the shares,
known as the market maker’s spread.
Investors should further bear in mind that the value of any
tax relief will depend on the individual circumstances of
the investor and that tax rates and reliefs, as well as the
tax treatment of ISAs, may be changed by future
legislation.
AIFMD Disclosures (unaudited)
The Manager and the Company are required to make
certain disclosures available to investors in accordance
with the AIFMD. Those disclosures that are required to be
made pre-investment are included within a pre-
investment disclosure document (“PIDD”) which can be
found on the Company’s website www.abrdnpit.co.uk.
There have been no material changes to the disclosures
contained within the PIDD since its most recent update in
April 2025.
The periodic disclosures as required under the AIFMD to
investors are made below:
Information on the investment strategy, geographic and
sector investment focus and principal stock exposures is
included in the Strategic Report;
None of the Company’s assets are subject to special
arrangements arising from their illiquid nature.
The Strategic Report, note 3 to the Financial Statements
and the PIDD together set out the risk profile and risk
management systems in place. There have been no
changes to the risk management systems in place in the
period under review and no breaches of any of the risk
limits set, with no breach expected. There are no new
arrangements for managing the liquidity of the Company
or any material changes to the liquidity management
systems and procedures employed by the Manager.
All authorised Alternative Investment Fund Managers are
required to comply with the AIFMD Remuneration Code. In
accordance with the Remuneration Code, the AIFM’s
remuneration policy in respect of its reporting period
ended 31 December 2023 is available on the website of
Aberdeen PLC.
Leverage
The table below sets out the current maximum permitted
limit and actual level of leverage for the Company:
Gross Method Committed
Method
Maximum level of
leverage
400% 250%
Actual level at 31
December 2024
40% 40%
There have been no breaches of the maximum level
during the period and no changes to the maximum level of
leverage employed by the Company. There is no right of
re-use of collateral or any guarantees granted under the
leveraging arrangement. Changes to the information
contained either within this Annual Report or the PIDD in
relation to any special arrangements in place, the
maximum level of leverage which ASFML may employ on
behalf of the Company; the right of use of collateral or any
guarantee granted under any leveraging arrangement; or
any change to the position in relation to any discharge of
liability by the Depositary will be notified via a regulatory
news service without undue delay in accordance with the
AIFMD.
The information on pages 76 to 77 has been approved for
the purposes of Section 21 of the Financial Services and
Markets Act 2000 (as amended by the Financial Services
Act 2012) by abrdn Fund Managers Limited which is
authorised and regulated by the Financial Conduct
Authority
API Annual Report & Accounts Year End 31 December 2024
78
Directors and Company Information
Directors
James Clifton-Brown *
Mike Balfour
Jill May *
Sarah Slater *
Mike Bane
* Retired on 31 December
2024
Registered Office
PO Box 255
Trafalgar Court
Les Banques
St Peter Port
Guernsey GY1 3QL
Registered Number
41352
Administrator & Secretary
Northern Trust International
Fund Administration Services
(Guernsey) Limited
PO Box 255
Trafalgar Court
Les Banques
St Peter Port
Guernsey GY1 3QL
Registrar
Computershare Investor
Services (Guernsey) Limited
Le Truchot
St Peter Port
Guernsey GY1 1WD
Investment Manager
abrdn Fund Managers
Limited
280 Bishopsgate
London
EC2M 4AG
Independent Auditors
Deloitte LLP
Regency Court
Glategny Esplanade
Guernsey GY1 3HW
Depositary
Citibank UK Limited
Canada Square, Canary Warf
London E14 5LB
Property Valuers
Knight Frank LLP
55 Baker Street
London W1U 8AN
Solicitors
Dickson Minto W.S.
16 Charlotte Square
Edinburgh EH2 4DF
Addleshaw Goddard
Milton Gate
60 Chiswell Street
London EC1Y 4AG
Walkers (Guernsey) LLP
Helvetia Court
St Peter Port
Guernsey GY1 1AR
Broker
Winterflood Securities Limited
The Atrium Building
Cannon Building
25 Dowgate Hill
London EC4R 2GA
Principal Bankers
The Royal Bank of Scotland plc
135 Bishopsgate
London EC2M 3UR
API Annual Report & Accounts Year End 31 December 2024
79
Annual General Meeting
Notice of the Annual General Meeting
Notice is hereby given that the Annual General Meeting of abrdn Property Income Trust Limited
(‘the Company’) will be held at the offices of Aberdeen PLC, 1 George Street, Edinburgh EH2 2LL
on 11 August 2025 at 10.00am, for the following purposes:
To consider and, if thought fit, pass the following
resolutions as ordinary resolutions:
To receive and approve the Annual Report and
Consolidated Financial Statements of the Company
for the year ended 31 December 2024.
To receive and approve the Directors’ Remuneration
Report (excluding the Directors’ Remuneration
Policy) for the year ended 31 December 2024.
To receive and approve the Directors’ Remuneration
Policy
To approve the Company’s dividend policy to
continue to pay interim dividends.
To re-appoint Deloitte LLP as Auditor of the
Company until the conclusion of the next Annual
General Meeting.
To authorise the Board of Directors to determine the
Auditor’s Remuneration.
To re-elect Mike Bane as a Director of the Company.
To re-elect Mike Balfour as a Director of the
Company.
To consider and, if thought fit, pass the following
resolutions as special resolutions:
To authorise the Company, in accordance with
The Companies (Guernsey) Law, 2008, as
amended to make market acquisitions of its own
shares of 1 pence each (either for retention as
treasury shares for future resale or transfer or
cancellation) provided that;
a. the maximum number of ordinary shares
hereby authorised to be purchased shall be
14.99 percent of the issued ordinary shares on
the date on which this resolution is passed;
b. the minimum price which may be paid for an
ordinary share shall be 1 pence;
c. the maximum price (exclusive of expenses)
which may be paid for an ordinary share shall be
the higher of (i) 105 percent of the average of
the middle market quotations (as derived from
the Daily Official List) for the ordinary shares for
the five business days immediately preceding
the date of acquisition and (ii) the higher of the
last independent trade and the highest current
independent bid on the trading venue on which
the purchase is carried out; and
d. unless previously varied, revoked or renewed,
the authority hereby conferred shall expire at
the conclusion of the next Annual General
Meeting of the Company after the passing of
this resolution or on the expiry of 15 months from
the passing of this resolution, whichever is the
earlier, save that the Company may, prior to
such expiry, enter into a contract to acquire
ordinary shares under such authority and may
make an acquisition of ordinary shares pursuant
to any such contract.
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API Annual Report & Accounts Year End 31 December 2024
80
That the Directors of the Company be and they
are hereby generally empowered, to allot ordinary
shares in the Company or grant rights to subscribe
for, or to convert securities into, ordinary shares in
the Company (“equity securities”) for cash,
including by way of a sale of ordinary shares held
by the Company as treasury shares, as if any pre-
emption rights in relation to the issue of shares as
set out in the listing rules made by the Financial
Conduct Authority under Part VI of the Financial
Services and Markets Act 2000, as amended, did
not apply to any such allotment of equity securities,
provided that this power:
a. expires at the conclusion of the next Annual
General Meeting of the Company after the
passing of this resolution or on the expiry of 15
months from the passing of this resolution,
whichever is the earlier, save that the Company
may, before such expiry, make an offer or
agreement which would or might require equity
securities to be allotted after such expiry and the
Directors may allot equity securities in
pursuance of any such offer or agreement as if
the power conferred hereby had not expired;
and
b. shall be limited to the allotment of equity
securities up to an aggregate nominal value of
£381,219 being approximately 10 percent of the
nominal value of the issued share capital of the
Company, as at 30 April 2025.
By Order of the Board
For and on behalf of Northern Trust International Fund
Administration Services (Guernsey) Limited
Secretary
30 April 2025
10
API Annual Report & Accounts Year End 31 December 2024
81
Annual General Meeting
Notes to the notice of Annual General Meeting
A form of proxy is enclosed with this notice. A
Shareholder entitled to attend, speak and vote is
entitled to appoint one or more proxies to exercise all
or any of their rights to attend, speak and vote at the
Meeting. A proxy need not be a Shareholder of the
Company. If you wish to appoint a person other than
the Chair of the Meeting, please insert the name of
your chosen proxy holder in the space provided on
the enclosed form of proxy.
In the case of joint holders such persons shall not
have the right to vote individually in respect of an
ordinary share but shall elect one person to
represent them and vote in person or by proxy in
their name. In default of such an election, the vote of
the person first named in the register of members of
the Company tendering a vote will be accepted to
the exclusion of the votes of the other joint holders.
You may appoint more than one proxy provided
each proxy is appointed to exercise rights attached
to different ordinary shares. You may not appoint
more than one proxy to exercise rights attached to
any one ordinary share. To appoint more than one
proxy you may photocopy the enclosed form of
proxy. Please indicate the proxy holder’s name and
the number of ordinary shares in relation to which
they are authorised to act as your proxy (which, in
aggregate, should not exceed the number of
ordinary shares held by you). Please also indicate if
the proxy instruction is one of multiple instructions
given by you. All hard copy forms of proxy must be
signed and should be returned together in the same
envelope.
The form of proxy should be completed and sent,
together with the power of attorney or authority (if
any) under which it is signed, or a notarially certified
copy of such power or authority, so as to reach
Computershare Investor Services (Guernsey)
Limited, The Pavilions, Bridgwater Road, Bristol BS99
6ZY no later than 10.00am on 6 August 2025.
Completing and returning a form of proxy will not
prevent a member from attending the Meeting in
person. If you have appointed a proxy and attend the
Meeting in person your proxy appointment will
remain valid and you may not vote at the Meeting
unless you have provided a hard copy notice to
revoke the proxy to Computershare Investor
Services (Guernsey) Limited, The Pavilions,
Bridgwater Road, Bristol BS99 6ZY not later than
6.00pm on 6 August 2025.
To have the right to attend, speak and vote at the
Meeting (and also for the purposes of calculating
how many votes a member may cast on a poll) a
member must first have his or her name entered on
the register of members not later than 6.00pm on 6
August 2025. Changes to entries in the register after
that time shall be disregarded in determining the
rights of any member to attend, speak and vote at
such Meeting.
The Directors’ letters of appointment will be available
for inspection for fifteen minutes prior to the Meeting
and during the Meeting itself.
By attending the Meeting a holder of ordinary shares
expressly agrees they are requesting and willing to
receive any communications made at the Meeting.
If you submit more than one valid form of proxy, the
form of proxy received last before the latest time for
the receipt of proxies will take precedence. If the
Company is unable to determine which form of
proxy was last validly received, none of them shall be
treated as valid in respect of the same.
A quorum consisting of one or more Shareholders
present in person, or by proxy, and holding five
percent or more of the voting rights is required for the
Meeting. If, within half an hour after the time
appointed for the Meeting, a quorum is not present
the Meeting shall be adjourned for seven days at the
same time and place or to such other day and at
such other time and place as the Board may
determine and no notice of adjournment need be
given at any such adjourned meeting. Those
Shareholders present in person or by proxy shall
constitute the quorum at any such adjourned
meeting.
The resolutions to be proposed at the Meeting will be
proposed as ordinary and special resolutions which,
to be passed, must receive the support of a majority
(in the case of the ordinary resolutions) and not less
than seventy five percent (in the case of the special
resolutions) of the total number of votes cast for, or
against, the ordinary and special resolutions
As at 30 April 2025, the latest practicable date prior
to publication of this document, the Company’s
issued share capital comprised 381,218,977
Ordinary shares of 1p excluding shares were held in
treasury. Accordingly, the total number of voting
rights in the Company at 30 April 2025 was
381,218,977 shares.
Any person holding 3% of the total voting rights in the
Company who appoints a person other than the
Chair as his proxy will need to ensure that both he
and such third party complies with their respective
disclosure obligations under the Disclosure
Guidance and Transparency Rules.
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