NewRiver REIT plc

Well, good morning everyone and thank you for joining us. Today is really about demonstrating something quite straightforward, that the strategy that we've been pursuing over the past few years is now translating into progress and the operational evidence is beginning to show clearly in the numbers. FY26 was our first full year of benefit from the Capital Regional Acquisition. and we see it as an important step forward in both scaling our platform and improving the composition of our portfolio. Our presentation this morning is focused on three key things. First, how the business has performed during the year. Second, how we have repositioned the portfolio. And third, how we leverage that improved position into income growth and long term value for shareholders. Turning to FY26, we've delivered growth across the measures that matter most. Underlying funds from operations increased to £37.2 million. Our well covered dividend has grown to 6.7p per share and we delivered a sector leading 9.4% total accounting return. Two things are driving this, operational delivery and capital discipline. On operational delivery, we agreed rents 37.3% ahead of the previous passing rent and 8.5% ahead of ERV. That is real pricing power across the portfolio and it is showing through in our third consecutive period of valuation growth. On capital discipline, we have recycled assets at book value. completed a shared buyback, reduced our LTV and refinanced the balance sheet onto a fully unsecured structure. So what we're seeing is not simply short term improvement but the early evidence of a portfolio that is more focused and well positioned for income led growth. If I turn specifically to Capital Regional, this has been a successful first full year. and we have delivered against the objectives we set out at the time of the transaction. Integration is complete and importantly it has been achieved without disruption to the underlying business. That is a significant achievement across multi-tenanted retail and our execution reflects positively on our people, our operating platform and the preparation work that we undertook before completion. We have delivered £6.2 million of synergies and at the same time the portfolio is performing in line with expectations Importantly, London retail exposure now represents 43% of the balance sheet and those assets are generating strong leasing outcomes with rents agreed ahead of ERV So just to be clear, what we are seeing here is the investment case in action Scale, improved portfolio positioning and operational delivery translating into financial outcomes. And beyond that, we have demonstrated that we are able to integrate a complex business and operate it at scale. That capability matters as we look forward. The Capital Regional Acquisition has done what we said it would do and has positively impacted the shape of New River. Just stepping back for a moment, our strategy is deliberately simple and anchored in consumer behaviour. We focus on essential everyday destinations These are high frequency locations where people visit regularly for the things they need, such as groceries and services. They return because they have to and increasingly because they want to. That behavioural driver is critical because it gives us a structural demand advantage, not a cyclical one. High frequency visits support footfall. Footfall supports spending. Spending supports sustainable rents, and those rents underpin long-term value and financial flexibility. So the chain that connects consumer behaviour to valuation is clear. What we're increasingly seeing across the market is that demand is concentrating into fewer, better locations where occupiers can operate profitably and consistently. Rather than spreading our capital across the broader market, we are deliberately focused on those locations where occupational demand is deepest, most repeatable and less cyclical. This is why we are focused on London retail, UK major cities and retail parks. And that focus determines how we allocate capital and manage the portfolio. Of course, strategy alone does not deliver returns. Execution does. And what differentiates New Rivers, not just the assets we own, but the platform through which we operate them. What you can see on this slide is our framework. Portfolio, people and partnerships are tied together within our platform, which drives performance and compounds returns. We combine high quality locations, specialist on the ground retail expertise and an integrated operating model that is increasingly informed by data. This allows us to make better leasing decisions, to respond more quickly to changes in demand and to maintain a disciplined approach to rental affordability. Our objective is not to react to the market. Our focus is on actively managing our portfolio within it. We also have a partnership platform which extends our capabilities and provides attractive capital light earnings worth beyond the balance sheet. So overall the platform enables us to convert occupational demand into consistent rental income. and that is what supports our ability to compound value over time. Our partnership business is the clearest illustration of that point. We now manage over 2 billion of assets across a wide range of capital partners with approximately £200 million of rent roll under management. We have grown fee income consistently over time and it scales without consuming capital. This shows us that there is clear demand in the market for a specialist retail operating partner, which gives us confidence that we can continue to deliver strong fee income growth in the years ahead. For shareholders it improves our earnings quality. Partnerships diversify our revenue, enhance scale, contribute to growth and reduce capital intensity. We have an active pipeline and we expect partnerships to continue to be a growth driver. Alongside operational delivery, we have made a number of important capital allocation decisions during the year. Our priorities are clear and we apply them consistently. First, we fund the operating platform and organic growth in the portfolio. Second, we manage the balance sheet. Third, we allocate capital to the highest use value. Fourth, we maintain a progressive dividend. In FY26, we acted on all four. 110 million pounds of disposals at book value. A 36 million pound share buyback. and the business refinanced to a fully unsecured structure at a lower margin that reflects our investment grade rating. The outcomes are visible. LTV down to 40%, dividend per share up 3%, NTA per share up 3%, total accounting return increased to 9.4%. The wider point is this, the refinancing has changed the shape of the balance sheet. We now have meaningful cash, an undrawn revolving credit facility, a clear multi-year maturity profile and ICR and net debt to EBITDA among the strongest in the sector. One year beyond the capital regional acquisition, the story has shifted from balance sheet management to optionality. That flexibility is itself part of the investment case from here. Our aim is to deliver annualised dividend per share growth over the next three years whilst absorbing higher finance costs as we refinance our debt boot. Rental growth will be the primary driver of that growth but given that we also have one of the lowest payout ratios in the sector it means we have the flexibility in our dividend policy to support dividend per share growth to smooth the refinancing transition. And with that I will hand over to Will to take you through the financials in more detail.

Thanks Allan and good morning everyone. It's my pleasure to be taking you through our full year results, starting with the key highlights. The first of which is that we've now completed all of the capital and regional post-acquisition work streams. By the time of our half-year results, we'd integrated the assets onto our platform and systems and unlocked the £6.2 million of admin cost synergies identified during our diligence in line with planned timelines, i.e. within 12 months of completion on a look-forward basis. and more recently we refinanced the MAL facility, which will be repaid on expiry of its 3.5% coupon in January 27. We've also demonstrated our disciplined approach to capital allocation, selling £110 million of assets in line with book value and recycling a proportion of the proceeds into our own shares at a 26% discount, proactively facilitating GrowthPoint's exit from our share register. Lastly, we've increased the scale of the business while maintaining balance sheet strength and completing the first phase of our refinancing. These highlights have culminated in a total account return of 9.4% and leave us well positioned as we look forward. And I'll have more details on these areas in the coming slides, starting with the balance sheet. And specifically, loan to value. This slide shows that we started the year with LTV of 42% as expected following completion of the CNR acquisition. At the time of the CNR transaction we explained that we remained committed to our LTV guidance and that we were confident in our ability to return to the 40% level through a realistically achievable amount of asset disposals. Our activity during the year has demonstrated this clearly. Not only bringing LTV back in line with guidance, but also successfully pursuing further strategic capital allocation opportunities. During the first half we completed £70 million of disposals, which reduced LTV to 38%. Meaning that in mid-August, when GrowthPoint announced its intention to sell its holding in New River, we had the firepower to facilitate their exit. By buying back 10% of our share capital, with the remaining 4% acquired by new and existing shareholders at 75 pence per share representing a 6% discount to the price at which we raised equity to part fund the CNR transaction and a 26% discount to March 25 NTA per share. We did this primarily because the transaction was accretive to UFFO and NTA per share but also to clear a potential overhang on our shares. Following the buyback, LTV increased back up to 42% at the half year, which we were again able to reduce to 40% by the end of the year through further targeted and disciplined asset disposals. Lastly on this slide, I'd like to spend a moment on LTV guidance from here. Over the last 18 months, we've shown that we're comfortable temporarily increasing LTV above guidance levels. to ensure compelling capital allocation opportunities do not pass us by such as the acquisition of CNR and the share buyback and that we're comfortable to do so because of our portfolio's stable valuation and because of its inherent liquidity which we've demonstrated by selling 110 million pounds of assets during the year as well as the strength of our overall financial position taking LTV alongside our net debt to EBITDA and interest cover ratios which remain among the best in the listed peer group. So in summary, our LTV guidance is unchanged and we shall remain disciplined. At the same time, we're clear on our ambition to grow the business and so retain the flexibility to increase LTV above guidance for short periods in order to take advantage of compelling growth opportunities as they arise. Next, more on balance sheet metrics and the refinancing plans we flagged at the half year and which we recently completed. Our cash position remains strong and has increased since March last year because proceeds from asset disposals during the year outweighed the cash cost of the buyback. Gross debt is broadly unchanged from March last year, with the main components at the year end still the £140 million mail facility and £300 million bond. EPRA NTA per share has increased principally due to the buyback which alongside the dividend paid during the year has delivered a much improved total account return of 9.4%. Our overall debt metric position remains strong which was recognised by Fitch during the year when they reaffirmed New River's investment grade credit ratings at BBB with a stable outlook and BBB plus on the bond itself. Moving on to refinancing I said at the half year that we'd shortly commence the first phase of our refi plans, focused on the MAL facility. That our aim was to complete this phase in the first six months of 2026. That our preference was to remain an unsecured borrower. And that in any refinancing, we wanted to make sure we extracted maximum benefit from our current debt structure, which has inherent value given where rates are today. I'm pleased to report that we've delivered on all of these objectives. taking each in turn. The first phase of refinancing completed in mid-April ahead of schedule and despite ongoing global uncertainty. We agreed a new £240 million facility split into two equal parts and refinancing both the MAL facility and the existing RCF. The £120 million term facility commitment has a four year term and three additional plus ones which would take maturity out to 2033. and will be drawn to repay the MAL facility in January 27. The £120 million RCF has a five year term and two additional plus ones and replaces the existing £100 million RCF which was due to mature later this year. The facility is unsecured so when the MAL is repaid we will return to a fully unsecured balance sheet. and the structure enables us to extract maximum benefit from the 3.5% coupon on the MAL facility while improving our maturity profile because we negotiated delayed drawdown of the term facility commitment until the MAL's current coupon expires in January 27 which means we'll pay a commitment fee of £0.6 million prior to drawing versus £2 million if the facility had been drawn at signing a UFFO saving in FY27 of around £1.4 million which due to our dividend policy will flow straight through to our shareholders. Lastly, given continued market volatility and with rates trending lower over the last couple of weeks we recently fully hedged the term facility commitment with a forward starting collar which means that the all-in cost of the term facility commitment once drawn is fixed at between 4.4% and 5.9%. The impact and importance of the refinancing we've just completed is clear on this slide. The top chart shows our debt position at the end of March, immediately before the refinancing, at which point we had access to significant cash and liquidity, but all of our drawn debt and our undrawn RCF expired over the next 12 to 24 months. I've said previously that because of our elevated cash holdings, our total refinancing requirement was less than the £440 million of gross debt we had drawn at the year end. But even factoring in cash holdings of £116 million, this left us with a near-term minimum refinancing requirement of around £350 million. The lower chart illustrates the impact of the refinancing by showing our debt position at 31st March 2017. i.e. once the MAL has been repaid and the term facility commitment has been drawn. All else being equal, cash reduces to £96 million and will utilise £20 million of cash to repay the £140 million MAL facility, in addition to drawing the term facility commitment. But because we've also increased the under on RCF from £100 million to £120 million, we've maintained access to exactly the same amount of liquidity as before, over £200 million. And because the RCF now matures in April 2031 at the earliest, as opposed to November this year, we now have access to that liquidity for considerably longer. which means that our near-term minimum refinancing requirement is now just over £100 million. In practice we'd always want to maintain an undrawn component of our RCF but the important point to note is that as things stand our next refinancing requirement is not the full £300 million bond and is instead somewhere between that and the minimum requirement of just over £100 million. So looking ahead over the next 12 months, we'll progress plans to refinance the bond and given the refinancing completed to date, our investment grade credit rating and the access to cash and liquidity we've maintained and extended, we'll do so from a position of strength. Next, UFFO, which increased from £30.5 million last year to £37.2 million this year. principally because of the scale added via the CNR acquisition. The bridge on the slide focuses on the per share movement which is important as it forms the basis of our dividend policy and increased from 8.1 pence in the prior year to 8.3 pence this year. CNR had a further positive impact during the year having already made a significant contribution during FY25. You may remember that because the acquisition completed in December 24, we benefited last year from Snowzone's peak trading season without incurring its controlled loss period. So the contribution from Snowzone is less this year, but that's due to seasonality rather than underlying performance. In actual fact, on a like-for-like basis compared to the 12 months to March 25, Snowzone's EBITDA was up by 10%. Disposals reduced UFFO by 0.9 pence, reflecting the impact of prior and current year sales, the largest of which was Newton Abbey, which we completed in the first quarter of FY26. Next, the share buyback, which we completed towards the end of the first half and so it benefited the second half of FY26 and will further benefit the first half of FY27. Finally, onto operational matters, which have added 0.2 pence per share, including an increased contribution from capital partnerships through asset management fees and the ongoing impact of our positive leasing activity, both of which help mitigate the temporary income disruption from retail restructurings which we flagged within our half-year results materials. This positive operational momentum demonstrates the resilience of our model, our flexibility and our ability to capture opportunities from a position of strength. And ultimately, the earnings growth this provides flows directly through to our dividend, which is shown on this slide. As you all know, we pay dividends twice per annum, an ounce within our half and full year results and based on 80% of UFFO. Today we've reported UFFO per share of 8.3 pence Which means our dividend for FY26 is 6.7 pence per share Up 3% versus the 6.5 pence dividend declared in FY25 With a 3.1 pence first half dividend already declared and paid And a 3.6 pence final dividend declared today and to be paid in August representing a dividend yield of almost 9% and an earnings yield of almost 11% based on last night's closing share price with the gap between the two yields clearly demonstrating the conservative payout ratio used to set the minimum annual dividend per our policy. That conservative policy is important because it gives us the flexibility to top up the dividend to look through periods of short-term growth interruption as we did during FY24 while awaiting deployment opportunities and as we could do again in the future because looking beyond FY27 and into FY28 and FY29 we're likely to face higher finance costs as we repay the MAL and refinance the bond which may initially outpace the income growth we believe the business is well positioned to deliver. Our flexible and conservative policy means we have the ability to smooth the impact of the refinancing transition and still support fully covered dividend growth. Thank you all for listening. I'll now hand you back to Allan.

You've heard the financial picture I will now take you through the operational evidence sitting behind those numbers and show you where the growth is coming from We assess performance through a small number of measurable indicators Each one tells us something specific about income quality and growth potential Leasing shows us the depth of demand and how much reversion we are capturing Occupancy and retention gives us visibility over income durability. The trajectory of leasing up this tells us whether growth is improving over time. And affordability shows us that rental income is sustainable. Across each of these measures, performance in FY26 has been strong. Leasing spreads remain positive Occupancy and retention are high and the trajectory of growth continues to improve. Taking together these indicators give a consistent picture. The portfolio is resilient, demand is strong, income is durable and affordability supports the next leg of growth. Leasing demand has been the single clearest positive signal throughout the year. Over the past four years we have delivered over 3.6 million square feet of leasing ahead of both ERV and previous passing rent. That is sustained positive activity across different market conditions. The tenant mix is what sits behind it. 22% groceries and food to go, 14% services, 13% health and wellbeing. These are categories driven by structural consumer demand, not discretionary spend. We continue to maintain low concentration in our rent roll with no single tenant representing more than 4% of our total portfolio rent. The occupational demand that we are seeing is not cyclical in the traditional sense. It is structural, repeatable and driven by how people actually shop today. That gives us good visibility over future rental income. The portfolio you see today is materially different from three years ago and that was a conscious strategic decision. The portfolio has grown by over £200 million. London retail has increased from 12% to 43% of the balance sheet and 75% of the portfolio is now concentrated in our three highest conviction areas for consistent rental growth. 96% of the portfolio now sits in what we call core. This shift is fundamental. It reflects a clear decision to concentrate capital where leasing liquidity is strongest and rental growth is most achievable. And it is this repositioning that gives us confidence in the sustainability of income growth and valuation over time. When we look at performance through that strategic lens the alignment is consistent with what our data tells us. The areas where we have concentrated capital are also the areas delivering the strongest outcomes. Across our three highest conviction areas, London retail, UK major cities and retail parks, capital growth is positive, leasing is well ahead of ERV and consumer spend is growing. This is where the operational evidence becomes the like for like income story. Reversion is being captured, the trajectory is accelerating and the concentration of capital in the right areas is doing the work it was meant to do. So rather than spreading capital thinly, we're concentrating it where the evidence supports continued growth. And that alignment between strategy and performance is a key part of our investment case. I should highlight the role of execution at asset level using a few examples that show how active management is driving income growth. Regears, renewals and targeted investment are delivering measurable uplifts in rent and improving income quality. This is where the strategy becomes tangible not in theory but in the day to day management of assets. Our data, our people and our platform enable us to consistently unlock value across the whole portfolio. And it is this consistent execution that underpins overall performance. So to conclude, this has been a year of strong progress. We have scaled the platform with Capital Regional fully integrated. repositioned the portfolio towards our highest conviction areas and strengthened the balance sheet through to a fully unsecured structure, all while delivering earnings and NTA per share growth and a market leading total accounting return. The strategy is clear, essential everyday destinations delivered through one integrated operating model. The portfolio is delivering with 75% concentrated in our three highest conviction areas where we are seeing rental and capital growth. And we are confident in the outlook supported by leasing liquidity, capital discipline and a well covered progressive dividend. Taken together we are targeting a total accounting return of 9-11% per annum through to FY29. That is the framework we want to be judged against and we believe the business is set up to deliver it.