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eurologisticsincome.co.uk
Realising all assets in the Company’s portfolio in an orderly manner
Annual Report 31 December 2024
abrdn European Logistics Income plc
02 Annual Report 2024
Contents
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR
IMMEDIATE ATTENTION. If you are in any doubt about the
action you should take, you are recommended to seek your
own independent financial advice from your stockbroker,
bank manager, solicitor, accountant or other financial
adviser authorised under the Financial Services and
Markets Act 2000 if you are in the United Kingdom or, if not,
from another appropriately authorised financial adviser.
If you have sold or otherwise transferred all your Ordinary
shares in abrdn European Logistics Income plc, please
forward this document, together with the accompanying
documents immediately to the purchaser or transferee,
or to the stockbroker, bank or agent through whom the sale
or transfer was effected for transmission to the purchaser
or transferee.
Visit our Website
To find out more about abrdn European Logistics
Income plc, please visit: eurologisticsincome.co.uk
Any Questions?
If you should have any questions in relation to this
Annual Report and financial statements please send
them by email to: European.Logistics@aberdeenplc.com
Overview
Company Overview 04
Chairman’s Statement 05
Strategic Report
Overview of Strategy 09
Results 19
Performance 20
Investment Manager’s Review 21
Property Portfolio 28
Group Structure 42
Sustainability and Climate Reporting 44
Governance
Your Board of Directors 47
Directors’ Report 49
Directors’ Remuneration Report 58
Statement of Directors’ Responsibilities in Respect
of the Annual Report and the Financial Statements 61
Report of the Audit Committee 62
Financial Statements
Independent Auditor’s Report to the Members of
abrdn European Logistics Income plc 66
Consolidated Statement of Comprehensive Income 73
Consolidated Balance Sheet 74
Consolidated Statement of Changes in Equity 75
Consolidated Statement of Cash Flows 76
Notes to the Financial Statements 77
Parent Company Balance Sheet 106
Parent Company Statement of Changes in Equity 107
Parent Company Notes to the Financial Statements 108
Corporate Information
Information about the Investment Manager 119
Investor Information 122
EPRA Financial Reporting (Unaudited) 125
Alternative Investment Fund Managers Directive
Disclosures (Unaudited) 129
Glossary of Terms and Definitions and Alternative
Performance Measures 130
Disclosure Concerning Sustainable Investment
(Article 8) (Unaudited) 136
Notice of Annual General Meeting 154
Contact Addresses 157
03Annual Report 2024
Overview
Company Overview
abrdn European Logistics Income plc (the “Company” or “ASLI”) is an investment trust invested in quality
European logistics real estate . The Company owns a portfolio of assets diversified by both geography and
tenant throughout Europe, predominantly targeting well located assets at established distribution hubs and
within population centres. The new investment objective is to realise all existing assets in the Company’s
portfolio in an orderly manner.
The Company is characterised by
A diverse portfolio of assets
across five countries
A continued strong focus on
ESG performance
Investment in the urban logistics
and mid-box segment of the real
estate logistics market
Modest gearing
parameters
Durable indexed income returns
Local Aberdeen asset managers
across European offices
Highlights as at 31 December 2024
Net asset value total return (EUR) (%)
1
2023: (17.1)
0.9
IFRS net asset value (€‘000)
2023: 384,928
374,108
Net asset value per share (¢)
1
2023: 93.4
90.8
Share price total
return (GBP) (%)
1
2023: (3.5)
0.1
Discount to net asset value
per share (%)
1
2023: (24.1)
(21.9)
Ordinary dividend paid
per share (¢)
2023: 5.64¢
3.36
Ongoing charges ratio (%)
1
2023: 1.6
1.5
IFRS earnings per share (¢)
2023: (19.8)
0.7
Portfolio valuation (€‘000)
2023: 633,806
593,991
Number of
properties
2023: 26
24
Average lease length excl breaks
(Years)
2023: 8.4
7.6
Gearing
1
(%)
2023: 38.7
37.0
Average building size (sqm)
2023: 20,940
19,300
All-in fixed interest rate (%)
2023: 2.00
2.02
EPRA net tangible assets per share (¢)
1
2023: 95.7
93.3
1
Alternative performance measurements - see glossary on pages 130 to 135.
04 Annual Report 2024
Overview
Chairman’s Statement
Overview
I am pleased to present the Company’s annual report for
the year ended 31 December 2024.
Following a comprehensive strategic review of the options
available to the Company and after consulting with our
advisers, as well as considering feedback from a number
of larger shareholders, we announced in May 2024 that
a managed wind-down of the Company would be in the
best interests of Shareholders as a whole .
My report therefore covers a period of significant change
for the Company which has now adopted a new investment
objective and entered the managed wind-down phase
following Shareholder approval.
Initial portfolio sales have provided encouraging validation
of asset valuations, and the Investment Manager remains
optimistic regarding both the portfolio quality and the level
of buyer interest. However, recent US tariff impositions
could introduce potential volatility within the sector.
At the end of last year, the portfolio vacancy rate stood at
approximately 11%. I am happy to report that following
successful leasing efforts by the Investment Manager,
this figure has now fallen below 4%, strengthening
income generation and further enhancing the portfolio’s
marketability. In line with our original wind-down strategy,
a number of assets were formally put on the market
following this leasing success. Further details can be
found in the Investment Manager’s review.
Review Conclusion
As part of the strategic review, the Board carefully
evaluated all available options to the Company in
consultation with its advisers, as well as taking into account
feedback from a number of larger shareholders. The
Board ultimately concluded that the indicative potential
value from the managed wind-down as presented by the
Investment Manager was materially in excess of the net
value achievable from the indicative cash offers received
during the review, all of which were subject to a number
of preconditions and all of which represented material
discounts to the Company’s then net asset value.
On 23 July 2024, Shareholders voted in favour of the new
investment policy, formally approving the managed wind-
down. As a result, the Company’s investment objective
is now focused on realising all existing assets in the
Company’s portfolio in an orderly manner.
Following court approval, the Company cancelled the
full amount standing to the credit of its share premium
account resulting in €269.5 million being applied to a
separate special distributable reserve, which is available
for capital distributions as asset sales are completed.
Portfolio Sales to Date
In January 2025, the Company announced that it had
concluded the sale of the freehold of its 12,384 square
metre warehouse located in Oss, The Netherlands, for
a consideration of €15.7 million. The asset, constructed
in 2019 and strategically located between the Port of
Rotterdam and the Ruhr area, was sold to the tenant,
Orangeworks.
The sale price was in line with the latest available
valuation for Q3 2024 and, following the completion of
the transaction, the Company paid down €9.9 million of the
outstanding €44.2 million debt, which is cross collateralised
with Ede and Waddinxveen, provided by Berlin Hyp.
Also in January, the Company announced the sale of
two Spanish assets following a competitive open-market
sales process to Fidelity Real Estate Logistics for an
aggregate consideration of €29.7 million, 11.9% ahead
of the Q3 2024 valuation.
Tony Roper
Chairman
05Annual Report 2024
The two assets comprised the 6,805 square metre cross-
dock warehouse located in Coslada, Madrid, leased to DHL
(Spain) and the 13,907 square metre warehouse in Polinyà,
Barcelona, located 20 minutes from the city centre of
Barcelona, leased to Mediapost.
Of the net proceeds from the sale of these two Spanish
properties, €17.7 million was applied in paying down a
portion of the €51 million ING Bank secured debt, which is
cross collateralised with Gavilanes, Madrid, Unit 4 which is
occupied by Amazon.
At the time of writing, due diligence remains ongoing for
three portfolio assets totalling over 90,000 square metres.
The vast majority of the portfolio by value is now being
actively marketed and is in various stages of the disposal
process, with several assets expected to enter exclusivity
in the coming months.
Results
The audited Net Asset Value (“NAV”) per share as at
31 December 2024 was 90.8 euro cents (GBp – 75.3p),
compared with the 93.4 euro cents (GBp – 81.2p) at the
end of 2023.
Allowing for the estimated costs of the realisation of the
portfolio including broker and transaction fees the NAV
decreases to 88.2 euro cents or 73.7p.
With the interim dividends declared, this reflected a NAV
total return (ex realisation costs) of 0.9% for the year in
euro terms (-3.7% in sterling). The closing Ordinary Share
price at 31 December 2024 was 58.8p (31 December 2023
– 61.6p), representing a discount to NAV per Share of 21.9%
(31 December 2023 – 24.1%).
B Share Scheme (‘Scheme’)
The Board was pleased to announce on 27 February
2025, following the sale of the three smaller assets and the
repayment of associated debt, an initial B share scheme
issue and redemption. The Board resolved to return
approximately £16.5 million in aggregate to Shareholders
via an issue of B Shares.
Under the Scheme, 1,648,697,424 B Shares of one
penny each were paid up from the Company’s special
distributable reserve, created by the cancellation of the
share premium account, and issued to all Shareholders by
way of a bonus issue on the basis of 4 B Shares for every 1
Ordinary Share held at the Record Date of 6 March 2025.
The B Shares were issued and immediately redeemed at
one penny per B Share on 7 March 2025. The proceeds
from the redemption of the B Shares, totalling £16,486,974
and which was equivalent to 4 pence per Ordinary Share,
were sent to uncertificated Shareholders through CREST or
via cheque to certificated Shareholders on 20 March 2025.
Further returns of capital via the B Share route will be
communicated via Company announcements as sufficient
funds become available for meaningful distributions.
Dividend
First, second and third interim distributions of 1.41, 0.90 and
1.05 euro cents (equivalent to 1.21, 0.77 and 0.87 pence
respectively) were declared in respect of the year ending
31 December 2024 with payments on 5 July, 27 September
and 31 December 2024 respectively.
A final interim distribution of 0.97 euro cents (0.81 pence)
was paid on 31 March 2025, giving a total for the financial
year of 4.33 euro cents (3.66 pence). As we have indicated
previously, as the portfolio asset disposal programme
continues, the income generated by the Company will
diminish. As a result, the Company’s ability to maintain the
previous levels and frequency of distributions will decrease.
The Company will seek to pay distributions based on the
net income after costs received in respect of a quarter.
Distributions will be required to ensure that the Company’s
investment trust status is maintained through the process
and may take the form of either dividend income or
“qualifying interest income” which may be designated as
an interest distribution for UK tax purposes and therefore
subject to the interest streaming regime applicable to
investments trusts.
Revolving credit facility/financing
At the 31 December 2024 year end, the Company’s fixed
rate debt facilities totalled €235.7 million at an average
all-in interest rate of 2.02%, with the earliest refinancing of
debt due in mid-2025. The LTV was 37.0%.
Following the sale of the two Spanish properties and
repayment of €17.7m in January 2025, the debt facility
was reduced to €218m with all-in interest rate of 1.93%.
The Company’s non-recourse loans range in maturities
between 0.4 and 4.1 years with interest rates ranging
between 1.10% and 3.05% per annum.
During the year, and cognisant of the new investment
objective which does not foresee future asset purchases,
the Company cancelled its €70 million Revolving Credit
Facility (“RCF”) at the parent Company level provided by
Investec Bank. Whilst in wind-down, the actual level of
gearing will fluctuate as assets are sold and debt repaid
in the most efficient manner possible. Banking covenants
continue to be reviewed by the Investment Manager and
the Board on a regular basis.
06 Annual Report 2024
Board composition
As the Company continues its managed wind-down, the
Board remains committed to maintaining a streamlined
structure consisting of only three Directors to help limit
costs. This approach is expected to remain in place
throughout the managed wind-down process.
Outlook
The Investment Manager is actively executing the disposal
strategy, optimising assets where value-enhancing
opportunities arise to maximise returns. Good buyer interest
continues to reflect the quality of the Company’s portfolio.
The portfolio was assembled by our Investment Manager
with an increasing focus on urban logistics ensuring assets
are strategically located near established distribution hubs
and major population centres. This, combined with robust
tenant diversification, has strengthened the portfolio’s
positioning. The focus on markets with low vacancy
rates, new development constraints, and CPI-linked rent
increases has reinforced confidence in the Company’s
asset selection. Encouragingly, these attributes continue
to drive demand from prospective buyers.
Detailed due diligence is ongoing on three assets totalling
approximately 90,000 square metres of rentable space,
with further updates to follow as sales progress. The
broader sales programme is designed to capitalise on the
increasingly favourable logistics market, with the majority
of assets expected to be either sold or under offer by late
summertime. Available proceeds, after repayment of bank
debt, will be returned to Shareholders shortly thereafter.
So far, bidding activity for the assets has been robust.
While some locations naturally attract stronger offers
than others, the overall outcome remains positive.
However, some market volatility may arise following
global tariff impositions.
The European logistics occupier market remains active,
with good leasing momentum, as evidenced by the
Company’s recent lease renewals and detailed further
in the Investment Manager’s report.
Logistics vacancies remain low across key European
markets. With premium warehouse space in short supply
and new development expected to decline further in
2025 and 2026, demand for well-located, high-quality
warehousing is expected to remain strong. Rental growth
in the sector is anticipated to outpace inflation, driven by
the ongoing supply constraints in prime locations.
With very low levels of construction activity, high
construction costs, land shortages and limited planning
approvals, the Company’s portfolio has attracted
considerable interest. Further details on the Company’s
remaining assets are provided in the Investment
Manager’s Review.
Tony Roper
Chairman
10 April 2025
07Annual Report 2024
Strategic Report
The Company, whose shares are admitted to the Official List of the Financial Conduct
Authority and to trading on the main market of London Stock Exchange plc, is a UK
investment trust with the investment objective of realising all existing assets in the
Company’s portfolio in an orderly manner.
The Company was launched on the London Stock Exchange in December 2017.
08 Annual Report 2024
Strategic Report
Overview of Strategy
The Company
The Company, whose shares are admitted to the Official
List of the Financial Conduct Authority and to trading
on the main market of London Stock Exchange plc, is a
UK investment trust. The Company was incorporated in
England and Wales on 25 October 2017 with registered
number 11032222 and launched on 15 December 2017.
Investment Objective
At a General Meeting of the Company held on 23 July 2024
shareholders approved a new investment objective and
investment policy. The new investment objective is to
realise all existing assets in the Company’s portfolio in
an orderly manner.
Investment Policy (With effect from
23 July 2024)
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 commercial real estate acquisitions.
Capital expenditure will be permitted where it is deemed
necessary or desirable by the Board in connection with the
realisation, primarily where such expenditure is necessary
to protect or enhance an asset’s realisable value.
Diversification of Risk
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 Board considers
appropriate.
Any cash received by the Company as part of the
realisation process will be held by the Company as cash
on deposit and/or in liquid cash equivalents securities
(including direct investment in UK treasuries and/or gilts,
funds holding such investments, money market or cash
funds and/or short-dated corporate bonds or funds that
invest in such bonds) pending its return to shareholders.
Borrowings and gearing
It is not anticipated that the Company will take on any
new borrowings, but this remains possible for the efficient
management of the Company (such as through a
revolving credit facility, extension of term of existing
borrowing or an overdraft at plc level). Borrowings
otherwise will typically be non-recourse and secured
against individual assets or groups of assets.
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 50%. In the event net gearing
exceeds 50%, the Board will look to rectify this position as
soon as practicable.
The Company may use derivatives for efficient portfolio
management, that is, to reduce, transfer or eliminate risk in
its investments, including protection against currency risks.
Any material change to the Company’s investment policy
set out above will require the approval of Shareholders by
way of an ordinary resolution at a general meeting and the
approval of the Financial Conduct Authority. Non-material
changes to the investment policy may be approved by the
Board.
Comparative Index
The Company does not have a benchmark.
Duration
The Company is in managed wind-down. Refer to the
Chairman’s Statement for further details.
09Annual Report 2024
Key Performance Indicators (KPIs)
The Board uses a number of financial performance measures to assess the Company’s success in achieving its objective
and to determine the progress of the Company in pursuing its Investment Policy. The main KPIs identified by the Board in
relation to the Company, which are considered at each Board meeting, are as follows:
KPI Description
Portfolio Realisation The Board monitors the rate of portfolio realisation and balances the requirement to
return cash to shareholders with the aim of achieving best value for shareholders. Refer to
Chairman’s Statement for further information on asset sales.
Net asset value total
return (EUR)
1
The Board considers the NAV total return to be the best indicator of performance over time
and is therefore the main indicator of performance used by the Board. Performance for the
year and since inception is set out on page 19.
Share price
total return (GBP)
1
The Board also monitors the price at which the Company’s shares trade on a total return
basis over time. A graph showing the share price performance is shown on page 20.
Premium/
(Discount)
1
The premium/(discount) relative to the NAV per share represented by the share price is
monitored by the Board. A graph showing the share price (discount)/premium relative to
the NAV is shown on page 20.
Ongoing charges
ratio (“OCR”)
1
The OCR is the ratio of expenses as a percentage of average daily shareholders’ funds
calculated in accordance with the industry standard. The Board reviews the OCR regularly
as part of its review of all expenses. The aim is to ensure that the Company remains
competitive and is able to deliver on its yield target to Shareholders. The Company’s OCR is
disclosed on page 19.
1
Alternative Performance Measure - see glossary on pages 130 to 135.
10 Annual Report 2024
Manager
Under the terms of the Management Agreement, the
Company has appointed abrdn Fund Managers Limited
as the Company’s alternative investment fund manager
(“AIFM”) for the purposes of the AIFM Rules. The AIFM has
delegated portfolio management to the Danish Branch
of abrdn Investments Ireland Limited which acts as
Investment Manager.
Pursuant to the terms of the Management Agreement,
the AIFM is responsible for portfolio and risk management
on behalf of the Company and will carry out the
ongoing oversight functions and supervision and ensure
compliance with the applicable requirements of the AIFM
Rules. The AIFM and the Investment Manager are both
legally and operationally independent of the Company.
Dividend Policy
Subject to compliance with all legal requirements
the Company normally pays interim dividends on a
quarterly basis. The Company declares dividends in Euros,
but shareholders will receive dividend payments in Sterling
unless electing to receive payments in Euros through the
Equiniti Shareview Portfolio website or via CRESTPay.
If applicable, the date on which the Euro/Sterling
exchange rate is set will be announced at the time the
dividend is declared. Distributions made by the Company
may take the form of either dividend income or ‘‘qualifying
interest income’’ which may be designated as interest
distributions for UK tax purposes.
As the portfolio asset disposal programme continues,
the income generated by the Company will diminish.
As a result, the Company’s ability to maintain the previous
levels and frequency of distributions will also decrease.
Distributions will be required to ensure that the Company’s
investment trust status is maintained through the wind-
down process.
Principal Risks and Uncertainties
There are a number of risks which, if realised, could have
a material adverse effect on the Company and its financial
condition, performance and prospects. The Board has
carried out a robust assessment of the principal risks as
set out below, ordered by category of risk, together with a
description of the mitigating actions taken by the Board. The
Board confirms that it has a process inplace for regularly
reviewing emerging risks that mayaffect the Company
in the future. The Board collectively discusses with the
Investment Manager areas where there may be emerging
risk themes and maintains a register of these. Such risks
may include, but are not limited to, future pandemics, the
increasing developments in AI, cybercrime, and longer
term climate change. In the event that an emerging risk
has gained significant weight or importance, that risk is
categorised and added to the Company’s risk register and
is monitored accordingly. The principal risksassociated with
an investment in the Company’s shares can be found in
the Company’s latest Prospectus dated 8 September 2021,
published on the Company’s website.
The Board continues to be very mindful of ongoing
geopolitical events which have caused significant
market volatility across Europe and the World. There
has been no discernible impact to date on our tenants
across the wider region. The indicators below show how
the Board’s views on the stated risks have evolved over
the last year. In particular, following the change to the
investment objective and policy and the implementation
of the Shareholder approved managed wind-down,
regulatory risk (compliance) and investment and asset
management risk (developing and refurbishing property)
have moved lower on the Company’s risk register whilst
implementation of the sales process and maintenance
of covenants on secured bank debt now require closer
monitoring.
11Annual Report 2024
Description Mitigating Action Increasing, Decreasing, Stable Risk
Strategic Risk: Strategic Objectives
andPerformance - The Company’s revised
strategic objectives and performance, both
absolute and relative, become unattractive to
investors leading to a widening of the discount,
potential hostile shareholder actions and
the Board fails to adapt the strategy and/or
respond to investor demand. Lack of buying
interest for assets, lengthy sales processes and
mismatched debt repayments may all impact
shareholder value.
The Company’s strategy and objectives are regularly reviewed
by the Board to ensure they remain appropriate and effective.
The Board undertook a full strategic review, advised by
Investec, and consulted larger shareholders before concluding
that a managed wind-down was in the best interests of
shareholders as a whole. Shareholders approved a change
in the investment objective on 23 July 2024. In addition:
.
The Board meets regularly with the Investment Manager
to receive updates on the sales process, valuations and
preparedness of assets for sale.
.
The Board receives regular presentations on the economy
and also the property market to identify structural shifts
and threats.
.
There is regular contact with shareholders both through the
Investment Manager and the broker with additional direct
meetings undertaken by the Chairman and other Directors.
.
Board reports are prepared by the Investment Manager
detailing performance, NAV return and detailed analysis of
the sales programme including timelines for expected sales
and return of cash to shareholders.
.
Cash flow projections are prepared by the Investment
Manager and reviewed quarterly by the Board.
.
Shareholder/market reaction to Company
announcements is monitored.
Investment and Asset Management Risk:
Investment Strategy - Poorly judged asset
management initiatives, management of
gearing and the mis-timing of disposals
leading to reduced capital returns
to shareholders.
.
Aberdeen has real estate research and strategy teams
which provide performance forecasts for different sectors
and regions.
.
There is a team of experienced portfolio managers
who have detailed knowledge of the markets in which
they operate.
.
Aberdeen has a detailed investment process for disposals
that is required to be signed off internally before the Board
reviews any final decision.
.
The Board is very experienced with Directors having a good
knowledge of property markets.
Investment and Asset Management Risk: Health
and Safety - Failure to identify and mitigate
major health and safety issues or to react
effectively to an event leading to injury, loss of
life, litigation and any ensuing financial and
reputational impact.
.
Health and safety is included as a key part of any
building review.
.
Asset managers visit buildings on a regular basis.
.
Property managers are appointed by Aberdeen to monitor
health and safety in each building and reports are made
to the asset managers on a monthly basis.
.
Tenants are responsible for day to day operations
of the properties.
12 Annual Report 2024
Description Mitigating Action Increasing, Decreasing, Stable Risk
Financial Risks: Macroeconomic -
Macroeconomic changes (e.g. levels of GDP,
employment, inflation, interest rate and FX
movements), political changes (e.g. new
legislation) or structural changes (e.g. new
technology or demographics) negatively
impact commercial property values and the
underlying businesses of tenants (market risk
and credit risk). Falls in the value of investments
could result in breaches of loan covenants and
liquidity issues. Pressure on overall returns of
capital to shareholders.
Impact on demand for assets following
imposition of tariffs by the US and effect on
timing of managed wind-down plans.
.
Aberdeen research teams take into account
macroeconomic conditions when collating forecasts. This
research is fed into Investment Manager decisions.
.
The portfolio is EU based and diversified across a number
of different countries and also has a diverse tenant base
seeking to minimise risk concentration.
.
There is a wide range of lease expiry dates within the
portfolio in order to minimise re-letting risk.
.
Rigorous portfolio reviews are undertaken by the Investment
Manager and presented to the Board on a regular basis.
.
Asset management plans are developed for each property
and individual investment decisions are subject to robust risk
versus return evaluation and approval.
.
Most leases are indexed to provide increases in line with
movements in inflation and leverage is fixed to reduce the
impact of interest rate rises. Sales timings can be amended
and other possibilities considered including sales to tenants.
Financial Risks: Gearing - Gearing risk -
an inappropriate management of gearing,
could result in breaches of loan covenants and
threaten the Company’s liquidity. An inability
to secure adequate borrowing extensions with
appropriate tenor and competitive rates could
also negatively impact the Company. Earliest
asset level re-financing required in 2025.
The financial risk has increased due to
increased repayment risk across a few
properties as well as the risk that disposals
occur after loan expiry and extensions cannot
be secured.
.
Regular covenant reporting to banks is undertaken
as required.
.
The gearing target was set at an indicative 35% asset level
limit and an absolute Company limit of 50%.
.
The Company’s diversified European logistics portfolio,
underpinned by its tenant base, should provide sufficient
value and income in a challenging market to meet the
Company’s future liabilities.
.
The portfolio attracted competitive terms and interest rates
from lenders for the Company’s fixed term loan facilities
and positive conversations have been had around facility
extensions as the asset sales programme progresses.
.
The Investment Manager has relationships with multiple
funders and wide access to different sources of funding on
both a fixed and variable basis.
.
Financial modelling is undertaken and stress tested
annually as part of the Company’s viability assessment and
whenever debt facilities are being negotiated.
.
Loan covenants are continually monitored and reported to
the Board on a quarterly basis and would also be reviewed
as part of the disposal process of any secured property.
Financial Risks: Credit Risk - Credit Risk – the risk
that the tenant/counterparty will be unable
or unwilling to meet a commitment entered
into with the Group: failure of a tenant to pay
rent or failure of a deposit taker, or a current
exchange rate swap counterparty.
.
The property portfolio has a balanced mix of investment
grade tenants and reflects diversity across business sectors.
.
Rigorous due diligence is performed on all prospective
tenants and their financial performance continues to be
monitored during their lease.
.
Rent collection from tenants is closely monitored so that
early warning signs might be detected.
.
Deposits are spread across various Aberdeen approved
banks and AAA rated liquidity funds.
13Annual Report 2024
Description Mitigating Action Increasing, Decreasing, Stable Risk
Financial Risks: Insufficient Income Generation -
Lower than anticipated income generation
due to macro-economic factors, and/or due
to inadequate asset management resulting in
voids or rent arrears.
.
The Investment Manager seeks a good mix of tenants in
properties. A review of tenant risk and profile is undertaken
using, for example, the Dun & Bradstreet Failure Scoring
method and tenant covenants are thoroughly considered
before a lease is granted.
.
The Aberdeen team consists of asset managers on the
ground who undertake asset management reviews and
implementation and there is a detailed approval process
within Aberdeen for lettings. The Investment Manager
through its teams on the ground seeks to manage voids
and any non-payment of rent.
Operational Risks: Service Providers - Poor
performance/inadequate procedures at
service providers leads to error, fraud, non-
compliance with contractual agreements
and/or with relevant legislation or the
production of inaccurate or insufficient
information for the Company (NAV, Board
Reports, Regulatory Reporting) or loss of
regulatory authorisation. Key service providers
include the AIFM, Company Secretary,
the Depositary, the Custodian, the managing
agents, lending banks, the Company’s Auditor
and the Company’s registrar.
.
Aberdeen has an experienced Investment Manager and
Asset Management Team and the IMA has been revised to
include key person risk wording.
.
The Company has engaged an experienced registrar:
Equiniti is a reputable worldwide organisation.
.
All service providers have a strong control culture that is
regularly monitored.
.
Aberdeen aims to meet all service providers once a year
and the Management Engagement Committee reviews all
major service providers annually.
.
The Company has the ability to terminate contracts.
Operational Risks: Business continuity -
Business continuity risk to any of the
Company’s service providers or properties,
following a catastrophic event e.g. pandemic,
terrorist attack, cyber attack, power disruptions
or civil unrest, leading to disruption of service,
loss of data etc.
.
Aberdeen has a detailed business continuity plan in place
with a separate alternative working office if required and the
ability for the majority of its workforce to work from home.
.
Aberdeen has a dedicated Chief Information Security
Officer who leads the Chief Information Security Office
covering the following functions: Security Operations &
Delivery, Security Strategy, Architecture & Engineering,
Data Governance & Privacy, Business Resilience,
Governance & Risk, Security & IT.
.
Properties within the portfolio are all insured.
.
The IT environment of service providers is reviewed as part
of the initial appointment and on an ongoing basis.
14 Annual Report 2024
Promoting the Company
The Board recognises the importance of maintaining
shareholder awareness of the Company during its
managed wind-down. The Board believes an effective
way to achieve this is through continued subscription to,
and participation in, the promotional programme run
by Aberdeen on behalf of a number of investment trusts
under its management, albeit at a lower, renegotiated rate
to reflect the changes following the decision to implement
the managed wind-down of the portfolio. The Company’s
financial contribution to the programme is matched by
Aberdeen. Aberdeen’s marketing team reports quarterly
to the Board giving analysis of the promotional activities
as well as updates on the shareholder register and any
changes in the make up of that register.
The purpose of the programme is both to communicate
effectively with existing investors with the aim of improving
liquidity and enhancing the value and rating of the
Company’s shares.
Board Diversity
The Board recognises the importance of having a
range of skilled, experienced individuals with the right
knowledge represented on the Board in order to allow
the Board to fulfil its obligations. The Board also recognises
the benefits and is supportive of the principle of diversity
in its recruitment of new Board members. The Board
will not display any bias for age, gender, race, sexual
orientation, religion, ethnic or national origins, or disability
in considering the appointment of its Directors. The Board
will continue to ensure that any future appointments
are made on the basis of merit against the specification
prepared for each appointment and, therefore,
the Company does not consider it appropriate to set
diversity targets. At 31 December 2024, there were two
male Directors and one female Director on the Board. The
decision to wind-down the portfolio which will lead to the
liquidation of the Company and the Board’s decision not
to appoint any further Directors in this relatively short time
period, means that the Company does not comply with the
listing rule requirements relating to diversity. Further details
are provided on page 51.
Sustainable and Responsible Investment
Policy and Approach
Further details on Aberdeen’s Sustainable and Responsible
Investment Policy and Approach for Direct Real Estate are
available at aberdeeninvestments.com.
Environmental, Social and Human
Rights Issues
The Company has no employees as the Board has
delegated day to day management and administrative
functions to abrdn Fund Managers Limited. There are
therefore no disclosures to be made in respect of
employees. The Company’s socially responsible investment
policy is outlined in the Investment Manager’s Review.
Due to the nature of the Company’s business, being a
Company that does not offer goods and services to
customers, the Board considers that it is not within
the scope of the Modern Slavery Act 2015 (“MSA”).
The Company is not required to make a slavery and
human trafficking statement. The Board considers the
Company’s supply chains, dealing predominantly with
professional advisers and service providers in the financial
services industry, to be low risk in relation to this matter.
A copy of the Investment Manager statement in
compliance with the Modern Slavery Act is available for
download at aberdeeninvestments.com
The bulk of emissions relating to properties owned by
the Company are the responsibility of the tenants and
any emissions relating to the Company’s registered
office are the responsibility of Aberdeen Group plc.
The Company has no direct greenhouse gas emissions
to report from the operations of its business, although
it is responsible for low emissions generated at certain
properties within its portfolio reportable under the
Companies Act 2006 (Strategic Report and Directors’
Reports) Regulations 2013, see page 136.
Viability Statement
On 24 June 2024, Shareholders voted against the
continuation of the Company and, on 23 July 2024,
approved a change in investment objective and investment
policy allowing the Company to proceed with a managed
wind-down and an orderly realisation of assets, returning
capital to Shareholders. The Company is therefore
preparing its financial statements on a basis other than
going concern.
The Company is in managed wind-down but the Board
formally considers risks and strategy at least annually.
For the purposes of this viability statement the Board has
decided that a period of three years is an appropriate
period over which to report, although the Board expects to
have completed the wind-down of the portfolio in the next
18 months.
15Annual Report 2024
In assessing the viability of the Company over the review
period the Directors have conducted a robust review of
the principal risks focusing upon the following factors:
.
The ongoing portfolio sales process;
.
The principal risks detailed in the Strategic Report;
.
The demand for the Company’s shares evidenced by
the historical level of premium or discount;
.
The level of income generated by the Company and
the stability of tenants;
.
The level of gearing including the requirement to meet
lending covenants, negotiate new facilities and repay or
refinance existing facilities; and
.
The flexibility of the Company’s bank facilities for any
extension of maturity dates and repayment of these
facilities as they fall due.
The Company has modelled severe but plausible downside
scenarios for the execution of the managed wind-down
proposal, considering different market conditions and
risks associated with the repayment of debt. The Directors
receive regular updates from the Investment Manager on
the execution of the managed wind-down plan outlining
the timings for expected disposal proceeds to be received
which are reviewed in conjunction with the debt maturity
profile. The Investment Manager has engaged with the
Company’s partner banks and received offers for short-
term extensions of the loans expiring in 2025 to mitigate the
risk of debt repayment as they fall due.
Accordingly, considering the Company’s current
position and the potential impact of its principal risks and
uncertainties, the Directors have a reasonable expectation
that the Company will be able to continue in operation and
meet its liabilities as they fall due to enable the realisation of
the assets in the Company’s portfolio in an orderly manner.
In making this assessment, the Board has considered that
matters such as significant economic uncertainty, stock
market volatility and changes in investor sentiment could
have an impact on its assessment of the Company’s
prospects and viability in the future.
The Directors have considered the Company’s income and
expenditure projections and believe that they meet the
Company’s funding requirements.
s172 Statement
The Board is required to describe to the Company’s
shareholders how the Directors have discharged their
duties and responsibilities over the course of the financial
year under section 172 (1) of the Companies Act 2006
(the “s172 Statement”). This s172 Statement requires the
Directors to explain how they have promoted the success
of the Company for the benefit of its members as a whole,
taking into account the likely long-term consequences
of decisions, the need to foster relationships with all
stakeholders and the impact of the Company’s operations
on the environment.
The Board’s philosophy is that the Company should
operate in a transparent culture where all parties are
treated with respect and provided with the opportunity
tooffer practical challenge and participate in positive
debate which is focused on the aim of achieving the
expectations of shareholders and other stakeholders alike.
The Company does not have any employees, however,
the Board reviews the culture and manner in which the
Investment Manager operates at its regular meetings and
receives regular reporting and feedback from the other
key service providers.
The Company’s Board of Directors sets the investment
objective and policy as published in the most recent
prospectus, monitors the performance of all service
providers and is responsible for reviewing strategy on a
regular basis.
Key Stakeholders
A key stakeholder and service provider for the Company is
the Alternative Investment Fund Manager (the “Investment
Manager”) and this relationship is reviewed at each Board
meeting and relationships with other service providers are
reviewed at least annually.
Shareholders are seen as key stakeholders in the Company.
The Board seeks to meet at least annually with shareholders
at the Annual General Meeting. This is seen as a very
useful opportunity to understand the needs and views
of the shareholders. In between AGMs the Directors
and Investment Manager also conduct programmes of
investor meetings with larger institutional, private wealth
and other shareholders to ensure that the Company is
meeting their needs. Such regular meetings may take
the form of joint meetings or solely with a Director
where any matters of concern may be raised directly.
The Chairman and other Directors are available to meet
and speak with Shareholders throughout the managed
wind-down process.
The European partner lending banks are also key
stakeholders. The Company leverages off the Investment
Manager’s key relationships with a wide range of lending
banks and the Investment Manager has regular contact
with these banks updating them on the portfolio and
valuations and progress towards completing the managed
wind-down of the portfolio.
16 Annual Report 2024
The other key stakeholder group is that of the underlying
tenants that occupy space in the properties that the
Company owns. Historically, the Board has conducted
an annual site visit with the aim of meeting tenants locally
and discussing their businesses and needs and assessing
where improvements may be made or expectations
managed. The Investment Manager’s asset managers are
tasked with conducting meetings with building managers
and tenant representatives in order to ensure the smooth
running of the day to day management of the properties.
The Board receives reports on the tenants’ activities at its
regular Board meetings.
The Board via the Management Engagement Committee
also ensures that the views of its service providers are
heard and at least 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, Manager, Investment Manager and other relevant
stakeholders. Reviews will include those of the Company
depositary, custodian, share registrar, broker, legal adviser
and lenders.
The Investment Manager’s Report on page 24 to 25 details
the key investment decisions taken during the year and
subsequently. The Investment Manager has managed
the Company’s assets in accordance with the revised
investment objective provided by shareholders at the
General Meeting held in July 2024, under the oversight of
the Board. The Company is aiming to maintain gearing at
asset level at or around 35% during the liquidation process.
Aberdeen’s dedicated treasury team has negotiated the
debt facilities at competitive market rates, resulting in the
Company’s blended all-in interest rate across all its debt
being 2.02% which is to the benefit of all shareholders.
The Board will continue to monitor, evaluate and seek
to improve these processes as the Company winds
down, to ensure that the liquidation process is delivered
to shareholders and other stakeholders in line with their
expectations.
Future
The Board’s view on the portfolio sale process can be
found in my Chairman’s Statement on page 7 whilst
the Investment Manager’s views on the outlook for the
portfolio are included on page 23.
Tony Roper
Chairman
10 April 2025
17Annual Report 2024
Annual General Meeting (AGM)
The AGM provides an opportunity for
Directors to engage with shareholders,
answer their questions and meet them
informally. The 2025 AGM isscheduled
to take place on 25 June 2025 in
London. The Board is looking forward
to meeting as many shareholders as
possible at the AGM.
Annual Report
We publish a full annual report
each year that contains a strategic
report, governance section, financial
statements and additional information.
The report is available online and in
paper format.
Company Announcements
We issue announcements for all
substantive news relating to the
Company, including the asset
management initiatives and sale
of properties. You can find these
announcements on the website.
Results Announcements
We release a full set of financial and
operational results at the interim and
full year stage. Updated net asset value
figures are announced on a quarterly
basis in line with our valuation policy.
Website
Our website contains a range of
information on the Company and
includes details of our property
investments. Details of financial results,
the investment process and Manager
and Investment Manager together
with Company announcements and
contact details can be found here:
eurologisticsincome.co.uk.
The ways we engage with our shareholders include:
18 Annual Report 2024
Strategic Report
Results
Financial highlights
31 December 2024 31 December 2023
Total assets (€’000) 661,197 693,892
Total equity shareholders’ funds (net assets) (€’000) 374,108 384,928
Net asset value per share (cents)
1
90.8 93.4
Net asset value per share (pence)
1
75.3 81.2
Share price - (mid market) (pence) 58.8 61.6
Market capitalisation (£’000) 242,359 253,899
Share price discount to sterling net asset value (%)
1
(21.9) (24.1)
Dividends and earnings
Net asset value total return per share (EUR) (%)
1
0.9 (17.1)
Dividends paid per share 3.36c (2.85p) 5.64c (4.88p)
Revenue reserves (€’000) 29,026 22,766
Profit / (loss) (€’000) 3,030 (81,801)
Operating costs
Ongoing charges ratio (excluding property costs) (%)
1
1.5 1.6
Ongoing charges ratio (including property costs) (%)
1
2.0 2.4
Performance (total return)
Year ended
31 December 2024
%
Year ended
31 December 2023
%
Since Launch
%
Share price (GBP)
1
0.1 (3.5) (18.0)
Net asset value (EUR)
1
0.9 (17.1) 8.1
Dividends declared in respect of the Financial Year to 31 December 2024
Dividend
distribution
GBP pence
Dividend
distribution
Euro cents
equivalent
2
Qualifying
interest
GBP pence
Qualifying
interest
Euro cents
equivalent
ex-dividend
date
Record
date
Pay
date
First interim 1.02 1.19 0.19 0.22 06/06/2024 07/06/2024 05/07/2024
Second interim 0.67 0.78 0.10 0.12 05/09/2024 06/09/2024 27/09/2024
Third interim 0.50 0.60 0.37 0.45 05/12/2024 06/12/2024 31/12/2024
Fourth interim 0.53 0.64 0.28 0.33 27/02/2025 28/02/2025 31/03/2025
Total 2.72 3.21 0.94 1.12
1
Considered to be an Alternative performance measure (see Glossary on pages 130 to 135 for more information).
2
The interim distributions are paid in GBP to shareholders on the register. However, shareholders are able to make an election to receive distributions in euros.
19Annual Report 2024
Strategic Report
Performance
Share price premium/(discount) to net asset value per share
Launch to 31 December 2024
1
Premium/(discount)
-35
-30
-25
-20
-15
-10
-5
0
5
10
15
Dec 24
Sep 24
Jun 24
Mar 24
Dec 23
Sep 23
Jun 23
Mar 23
Dec 22
Sep 22
Jun 22
Mar 22
Dec 21
Sep 21
Jun 21
Mar 21
Dec 20
Sep 20
Jun 20
Mar 20
Dec 19
Sep 19
Jun 19
Mar 19
Dec 18
Sep 18
Jun 18
Mar 18
Dec 17
Source: Aberdeen, Factset.
1
Using the daily share prices together with the quarterly NAVs as announced by the Company at data points.
Share price
Launch to 31 December 2024 (rebased to 100 at launch)
40
50
60
70
80
90
100
110
120
130
140
Dec 24
Dec 23
Dec 22
Dec 21
Dec 20
Dec 19
Dec 18
Dec 17
Source: Aberdeen, Factset.
20 Annual Report 2024
Strategic Report
Investment Manager’s Review
2024 Market Overview
I am pleased to present a review of the 2024 financial
year for the Company together with market commentary
as we continue to implement the managed wind-down.
Aberdeen’s on-the-ground real estate transaction teams
are working hard to ensure a timely and importantly value-
accretive process.
European real estate market highlights
In December 2024, Aberdeen upgraded global real estate
to “+2 overweight” in its multi-asset houseview, due to
improved return performance and the strong likelihood
that the asset class would outperform cash returns over
the next 12 months.
Across sectors, occupier market fundamentals appeared
solid, with low supply supporting rental growth. European
all- property rents grew by 4.1%
1
year-on-year.
Prior to the announcement of the imposition of tariffs by the
US, the capital market was gathering positive momentum
having stabilised in 2024. CBRE yield sheets show positive
yield movements in 26% of markets in December 2024,
with 72% stable.
Green Street transaction indices indicated rising
transaction prices in industrials and residential, with
increased competition for these sectors in particular.
Transaction volumes increased to €68 billion in Q4 2024,
reflecting a sharp 56% increase on Q4 2023
2
.
European real estate returns increased to 4.4% in 2024,
with logistics outperforming All Property with a return of
6.2% over the year
3
.
The three-year total return forecast for Europe increased
to 9.5%
4
per annum, supported by rental growth which is
expected to outpace inflation.
Risks to the outlook are elevated due to geopolitics, trade
tariffs, but also from the potential upside from stronger
fiscal stimulus.
European economic outlook
Activity
The Eurozone economy was recovering from the period
of recession-like conditions it suffered over 2023/2024,
albeit disappointingly slowly. All else equal, steady easing
of monetary policy should keep the economy on this
path. However, major risks to the downside and upside
have emerged over recent weeks. On the one hand, a
major boost to defence spending led by Germany has the
potential to stimulate growth. On the other, the imposition
of deep, broad, discriminatory tariffs against the EU by
the US has the potential to negatively impact GDP, in the
region of 0.6% this year.
Inflation
Eurozone headline inflation fell slightly to 2.3% in February.
The recent fall in gas and oil prices should also have a
positive spillover to consumer price disinflation. Further
progress on disinflation in underlying components is also
likely, given looser labour market conditions in France
and Germany. We expect inflation to return close to target
in the early months of this year, partly due to weaker
services inflation.
Troels Andersen
Fund Manager
New stacking system at Zeewolde, Netherlands
1
MSCI European Index.
2
MSCI RCA investment trends.
3
MSCI Pan-European Property Fund Index.
4
Aberdeen Houseview Forecasts January 2025.
21Annual Report 2024
Policy
A consensus in favour of rapidly moving monetary
policy settings to a neutral stance had formed among
policymakers. But the question of whether policy needs
to become outright accommodative remains open.
We think the ECB is more likely to keep lowering rates in
0.25% rather than 0.5% increments. However, weaker-
than-expected growth, perhaps as the result of trade
disruptions, would prompt the ECB to rapidly take rates
into accommodative territory. On the other hand, greater
investment and defence spending could push up on rates
over the medium term.
Eurozone economic forecasts
2023 2024 2025 2026
GDP (%) 0.5 0.7 1.0 1.2
CPI (%) 5.4 2.4 2.2 1.8
Deposit rate (%) 4.00 3.00 2.00 2.00
Source: Aberdeen January 2025; Forecasts are a guide only and actual outcomes could
be significantly different.
Logistics market trends
Demand
After a post-pandemic breather when take-up eased,
logistics occupier market activity stabilised in 2024. In
the fourth quarter of 2024, European logistics take- up
amounted to 7.7 million square metres, reflecting a
26% increase from the third quarter but a 7% decrease
compared to the fourth quarter of 2023
5
. The total take-up
for 2024 stood at 27.5 million square metres, down 7% from
2023 but 4% higher than the pre-pandemic average.
There was a wide range in performance between markets.
Portugal, Spain, and the Netherlands had the largest annual
increases in take-up, whereas the UK, Czech Republic, and
Hungary underperformed. We expect demand to remain
resilient in the near term, fuelled by ongoing expansion
of e-commerce, near-shoring trends and a new source
of demand from increased infrastructure and defence
spending across the continent, but particularly in Germany
as fiscal easing kicks in from the beginning of 2026.
Supply
Supply increases appeared to halt as 2024 came to a
close. Savills reported that vacancy rates decreased to
6.06% in the fourth quarter, with significant reductions seen
in Poland and Barcelona. Conversely, the Netherlands and
the UK experienced modest increases in vacancy rates. In
Germany, pockets of oversupply persist in Berlin,
while Munich, Frankfurt and Dusseldorf remain much
more constrained.
Occupancy rates across the top 30 markets are close to
94%
6
and premium quality warehouse availability and
warehouses in city fringe locations are still scarce.
New supply is projected to decrease further, dropping
below 5% of total stock in 2025 and approaching closer to
4% by 2026
7
.
Rents
Logistics rents grew by 5.0% in 2024, representing the
continuation of a slowing trend from a peak of 11% in 2022
and 7.4% in 2023
8
. In the final quarter of 2024, rental growth
had slowed notably, with some sources suggesting rents
had fallen slightly in some locations. However, the bulk
of evidence points to modest growth over the quarter.
Given that passing rents typically move in line with inflation,
re-leasing spreads remain elevated with substantial
reversion potential continuing to support performance
in the sector.
Rental growth is expected to outpace inflation in 2025, given
limited supply in prime locations, yet secondary stock may
not experience the same amount of tenant competition.
Rental growth projections could be increased from 2026 if
fiscal easing results in increased supply chain demand while
new completions look set to remain limited.
Capital markets
Investor sentiment in logistics remains positive and
competition for ‘prime’ logistics assets strong. We expect
the structural demand drivers, limited supply and the
underweight allocation of most investors to the sector
to continue to drive demand for logistics assets.
In the fourth quarter of 2024, investment volumes reached
€12.0 billion, which was a 38% increase from the third
quarter and 18% higher than the fourth quarter of 2023
9
.
This resulted in total investment for 2024 of €37.9 billion, an
increase of 14% from 2023, marking it as the fifth strongest
year on record, according to data from Savills. Quarterly
comparisons showed significant volatility, with Austria,
Poland, and Norway seeing the largest annual increases.
Germany, the Netherlands, and the UK also posted gains,
while Ireland, Denmark, and Sweden experienced declines.
Logistics investment represented 24%
10
of the total
in 2024, equalling the share of investment in offices
and residential. Investors have focussed on both core
5
Savills European Logistics Trends Q4 2024.
6
Green Street Research.
7
Green Street Research.
8
MSCI Pan-European Quarterly Index.
9
Savills European logistics trends Q4 2024.
10
MSCI RCA investment trends.
22 Annual Report 2024
and value-add opportunities in the sector, but remain
somewhat cautious of older stock that might require
substantial decarbonisation capital expenditure.
Surprisingly, prime logistics yields have been slower to
fall than in core offices and residential, despite the strong
bidding intensity. CBRE has now moved most logistics yields
lower by between five and 15 basis points and on average
by 0.1% in 2024. We believe this trend will accelerate as
the year progresses and start to impact valuations more
broadly. Indeed, transaction data from RCA shows that
average logistics transactions yields fell by a much greater
0.9% in 2024, paving the way for more to come in valuations.
Outlook for performance and risk
The outlook for European logistics real estate returns
improved, despite an increase in the risk backdrop from
trade tariffs. Despite this, current yields combined with
income growth through indexation and rental growth,
means logistics real estate remains good value compared
to other income producing assets.
We forecast European logistics total returns of 9.9% in
2025, with three- and five-year annualised total returns
of 11% and 9.4%, respectively. Logistics market return
forecasts are balanced between income returns and
capital growth, with rental growth and yield impact both
contributing to the latter. From a country perspective, we
forecast the Netherlands, Denmark, Sweden, Spain and
Belgium to outperform on a three-year basis, while Ireland,
Czech Republic and Poland are lagging.
The main risks to our outlook are a steeper yield curve
where investors expect greater debt issuance and
sovereign risk, squeezing real estate yield spreads, and
a much sharper economic slowdown across continental
Europe. Neither is our base case, although we acknowledge
greater risks of alternative scenarios emerging.
Stagflation, resulting from the impact of tariffs on
economic growth and inflation, would be a much weaker
scenario that would meaningfully impact our forecasts
on the downside. The agreed €500 billion fiscal easing in
Germany and additional defence spending would provide
a growth impulse of around 0.4% per annum from early
2026. We believe this could have an outsized positive
impact on logistics demand as supply chains benefit from
physical infrastructure projects and the build up of the
defence industry.
European total returns from December 2024
0
2
4
6
8
10
12
Europe RetailOfficeAll PropertyHotelResidentialOtherIndustrials/Logistics
Dec 25
3yr annualised
5yr annualised
Source: Aberdeen January 2025.
Forecasts are a guide only and actual outcomes could be significantly different.
23Annual Report 2024
Managed wind-down and asset management
update
In July 2024, Shareholders voted in favour of the new
investment policy, formally approving the implementation
of a managed wind-down.
With continued volatile money markets, geopolitical
turbulence and slower than expected interest rate
movement, capital values started to show signs
of stabilisation, albeit at a much slower pace than
anticipated.
Our main objective now is focused on realising all existing
assets in the Company’s portfolio in an orderly manner.
However, it is also important to execute the sales strategy
optimising individual asset values and income streams
for Shareholders.
Our local teams on the ground are crucial in managing
our diverse portfolio and supporting the execution of the
managed wind-down. With highly experienced asset
management and transactions teams around Europe,
we are well-equipped to engage directly with occupiers,
potential purchasers and local brokers alike.
The Manager’s local reach is evidenced by the positive
impact on the portfolio void level which has dropped from
11.1% in December 2023, to sub-4% by March 2025.
As at 31 December 2024, Spain represented the largest
geographic exposure in the portfolio by value (32.9%),
followed by Netherlands (29.1%), Poland (15.0%), France
(13.0%) and Germany (10.0%).
Sales
In March 2024, the Company completed the sale of the
vacant asset in Meung -sur-Loire, France for €17.5 million.
This tactical sale reduced the Company’s exposure to a
capex and opex-hungry asset, particularly in the context
of physical sustainability improvements that would have
been necessary to future-proof the building.
In the Netherlands, at Oss, a deal was agreed to sell the
property to the tenant, Orangeworks, for €15.7m. This
sale enabled the tenant to progress works to extend the
unit, as well as delivering on the Company’s objective to
return capital to shareholders.
In December, the Company contracted to sell two
Spanish assets at Polinya, Barcelona and Coslada, Madrid
for €29.7m. The sale completed in January 2025.
At the time of writing this report the Company is in
advanced legal stages on three further assets which
are ‘under offer’.
Four assets are currently at the second round stage of
bidding, with a further twelve assets fully prepared and
with agents.
Leasing
In February 2024, the long-standing uncertainty
surrounding Arrival’s lease in Gavilanes, Madrid was finally
resolved with the mutually agreed surrender of the lease
at nil premium. This released 27,165 sqm of vacant space
back to the Spanish portfolio granting the Company full
control to re-let phase 3, which comprises three units of
16,500 sqm, 5,131 sqm and 5,534 sqm respectively.
With full autonomy over the leasing strategy, the team
immediately let Unit 3B to Method Logistics on a 3-years-
plus-2 lease at ERV.
In October, MCR (an existing tenant at Gavilanes 2B,
with a June 2025 break option) signed a lease surrender
for Gavilanes 2 in order to double their footprint at the park
and take Unit 3A (16,500 sqm). This was an excellent result
by the Spanish team where the Company extended MCR
on a new 7-year term certain, at ERV of €1,039,500 p.a.
Notwithstanding the positive impact of re-letting the
largest of the three vacant units, the deal to MCR also
enabled an existing tenant to grow and expand into an
appropriate unit for an additional 6 years.
With MCR’s expansion into Unit 3A, unit 2B was surrendered
by MCR and simultaneously leased to Molecor on a 5-year
deal at ERV. Once more, an excellent example of the reach
of our local Madrid team.
Unit 1B, (11,264 sq m) remains vacant, however, a refreshed
marketing campaign with a new leasing agent, has brought
fresh interest.
In 2024, the Company completed three leasing deals in
Poland. In Krakow, a lease renewal was completed in May,
with IDC Polonia extending their lease term for a further 3
years to May 2027.
At Lodz, EGT also completed a lease renewal to remain in
occupation for a further 3 years until March 2027.
In Warsaw, Spedimex (now part of ID Logistics) completed
a lease renewal to extend their occupation for a further
5 years.
In Germany, complex negotiations with Bergler (one of the
Erlensee asset’s largest occupiers) have allowed Bergler to
expand into two units where existing tenants were looking
to vacate.
This initiative successfully transformed two lease expiries
originally due in 2024 and 2025, into secure 10-year terms
extending until 2034. The deal also involved re-gearing
and converting Bergler’s existing 7-year term into a
10-year term.
24 Annual Report 2024
In total these leasing and transaction activities covered
approximately 150,000 sqm of real estate across five
countries, enhancing the value of the Company’s portfolio
and further supporting the managed wind-down process.
Fundamentally, the foregoing sales and leasing
activity demonstrates the Manager’s commitment
to implementing both the sales strategy required for
the wind-down, as well as delivering successful asset
management and leasing initiatives, which feeds into
improved asset liquidity and values.
Top 10 tenants based on current rents
Tenant
Contracted
rent
(€000 p.a.)
Contracted
rent
(%)
WAULT
incl breaks
(years)
WAULT
excl break
(years)
1 A.G. van der Helm 3,562 10.7% 5.3 5.3
2 Amazon 2,726 8.2% 12.3 22.3
3 Biocoop 2,327 7.0% 9.7 9.7
4 Combilo International B.V. 2,288 6.9% 8.9 8.9
5 JCL Logistics Benelux B.V. 1,808 5.5% 6.9 6.9
7 Aalberts integrated piping systems B.V. 1,751 5.3% 9.5 9.5
6 A.S. Watson 1,709 5.2% 8.7 8.7
8 DHL 1,600 4.8% 2.7 3.4
9 DACHSER France 1,539 4.6% 5.5 8.5
10 PRIMERA LÍNEA LOGÍSTICA, S.L. 1,402 4.2% 5.1 5.1
Subtotal 20,712 62.4%
Other tenants 12,456 37.6%
Portfolio as at 31 December 2024 33,168 100.0% 6.2 7.6
25Annual Report 2024
Property portfolio as at 31 December 2024
Country Location
WAULT
incl breaks
(years)
WAULT
excl breaks
(years)
% of the
portfolio
1 France Avignon, Noves 9.7 9.7 5-10
2 France Bordeaux 4.1 7.1 0-5
3 France Niort 7.0 10.0 0-5
4 France Dijon 5.0 8.0 0-5
5 Germany Erlensee 6.6 6.6 5-10
6 Germany Flörsheim 3.2 3.2 0-5
7 Poland Krakow 2.1 2.1 5-10
8 Poland Lodz 3.0 3.5 0-5
9 Poland Warsaw 3.2 3.2 0-5
10 Spain Barcelona 1.5 4.5 0-5
11 Spain Madrid 2.0 6.0 0-5
12 Spain Spain, Madrid - Gavilanes 1A 5.1 5.1 0-5
13 Spain Spain, Madrid - Gavilanes 1B - - 0-5
14 Spain Spain, Madrid - Gavilanes 2A 1.6 11.6 0-5
15 Spain Spain, Madrid - Gavilanes 2B 4.8 4.8 0-5
16 Spain Spain, Madrid - Gavilanes 2C 0.5 2.5 0-5
17 Spain Spain, Madrid - Gavilanes 3 A/B/C 5.6 6.1 5-10
18 Spain Spain, Madrid - Gavilanes 4 12.3 22.3 5-10
19 Netherlands Den Hoorn 5.3 5.3 5-10
20 Netherlands Ede 8.7 8.7 0-5
21 Netherlands Horst 7.7 7.7 0-5
22 Netherlands 's Heerenberg 6.9 6.9 0-5
23 Netherlands Waddinxveen 8.9 8.9 5-10
24 Netherlands Zeewolde 9.5 9.5 0-5
Total 6.2 7.6
Country allocation, 31 December 2024
(by portfolio value)
Spain
Netherlands
Germany
Poland
France
26 Annual Report 2024
Loan portfolio 31 December 2024
Country Property Lender
Loan
(€million) End date
Duration
(years)
Fixed
interest rate
(incl margin)
Germany Erlensee DZ Hyp 17.8 January 2029 10 1.62%
Germany Flörsheim DZ Hyp 12.4 January 2026 7 1.54%
France Avignon BayernLB 22.0 February 2026 7 1.57%
Netherlands Ede + Waddinxveen Berlin Hyp 34.3 June 2025 6 1.35%
Netherlands ‘s Heerenberg Berlin Hyp 11.0 June 2025 6 1.10%
Netherlands Den Hoorn + Zeewolde Berlin Hyp 43.2 January 2028 8 1.38%
Spain Madrid Gavilanes 4 + Madrid
Coslada + Barcelona
ING Bank 51.0 September 2025 3 3.05%
Spain Madrid Gavilanes 1 + 2 + 3 ING Bank 44.0 July 2025 3 2.72%
Total 235.7 2.02%
The Investment Manager has received offers for short-term extensions of the loan facilities with existing lenders for
the loans expiring in 2025, where the underlying properties are expected to be disposed of after the loan expiry dates.
These extensions are intended to facilitate the orderly disposal of the underlying properties.
Troels Andersen
Fund Manager, Aberdeen
10 April 2025
27Annual Report 2024
FRANCE
AVIGNON
.
Avignon (92,000 inhabitants) is in the heart of the Provence close to
larger cities Montpellier (280,000) and Marseille (978,000). The Provence
is the #1 region to produce fruit and vegetables in France explaining
why tenant Biocoop (organic food retailer) and other supermarkets
(Carrefour, Aldi, Systeme U) and food specialists have located
distribution centres here
.
Sustainable warehouse with modern specifications and solar panels
.
Property consists of 4 cells, 2 of which are treated as cold storage
(1/3 of floor space)
SPA signed/ closing Jul 18 / Oct 18
Year of construction 2018
Net leasable area 28,469 sqm
Main tenants Biocoop
Indexation 100% ILAT (annual)
WAULT (incl/ excl breaks) 9.7 / 9.7 years
Property specifications Free height of 10.5m, floor load capacity of 5 t/sqm, 24 loading doors,
sprinklers, HQE Excellent certificate, 11% office space, LED, solar panels
BORDEAUX
.
Bordeaux (260,000 inhabitants) is in the Gironde department at the
heart of the Nouvelle-Aquitaine region of south-west France. The A10
motorway connects Bordeaux to Paris, Orleans, and Niort to the north.
The A62 and A63 motorways to the south connect Toulouse and Spain
respectively
.
Cross-docked parcel hub facility built in 2005
.
Low site density of c22%
.
Acquired as part of portfolio of three assets let to Dachser France
SPA signed/ closing Dec 21 / Sep 22
Year of construction 2005
Net leasable area 6,504 sqm
Main tenants Dachser France
Indexation 100% ILAT (annual)
WAULT (incl/ excl breaks) 4.1 / 7.1 years
Property specifications Traditional, lower-eaves, cross-docked facility. 89 loading bays, low site
cover. Full circulation
Strategic Report
Property Portfolio
28 Annual Report 2024
DIJON
.
Dijon (160,000 inhabitants) is in the Cote d’Or department of the
Bourgogne-Franche-Comte region of France. Well located to connect
the east of France and its trade routes with Switzerland, Germany
and Luxembourg and central France using the A31, A38, A39 and
E17 routes
.
Cross-docked parcel hub facility built in 2004
.
Low site density of c17%
.
Acquired as part of portfolio of three assets let to Dachser France
SPA signed/ closing Dec 21 / Sep 22
Year of construction 2004
Net leasable area 5,069 sqm
Main tenants Dachser France
Indexation 100% ILAT (annual)
WAULT (incl/ excl breaks) 5.0 / 8.0 years
Property specifications Traditional, lower-eaves, cross-docked facility. 80 loading bays, low site
cover. Full circulation
NIORT
.
Niort (177,000 inhabitants) is in the Deux-Sevres department of the
Nouvelle Aquitaine region of France. The A10, A83 routes link Niort to
Paris, Bordeaux, Orleans, and Nantes
.
Cross-docked parcel hub facility built in 2014
.
Very low site cover of c9%
.
Acquired as part of portfolio of three assets let to Dachser France
SPA signed/ closing Dec 21 / Sep 22
Year of construction 2014
Net leasable area 3,939 sqm
Main tenants Dachser France
Indexation 100% ILAT (annual)
WAULT
1
(incl/ excl breaks) 7.0 / 10.0 years
Property specifications Traditional, lower-eaves, cross-docked facility. 34 loading bays, low site
cover. Full circulation
29Annual Report 2024
GERMANY
ERLENSEE
.
Two logistics buildings on a new logistics hub to the West of the
Frankfurt Rhine-Main region (6m inhabitants) with other companies
like Dachser and Wilhelm Brandenburg Group located close by.
Acquired off-market via forward funding
.
The asset comprises two modern multi-let logistics buildings
.
Limited logistics supply in Rhine-Main region offers platform for strong
rental growth prospects
SPA signed/ closing Jun 18 / Feb 19
Year of construction 2018
Net leasable area 26,700 sqm
Main tenants Bergler, DS Smith, MSG Frucht
Indexation Threshold indexations with combination of 5%/80% and 10%/80%
WAULT (incl/ excl breaks) 6.6 / 6.6 years
Property specifications Free height of 10.5m, 50 loading doors, sprinklers, floor load capacity of
5 t/sqm, 10% office space, LED
FLÖRSHEIM
.
Prime multi-let logistics park built in 2015 and located to the East of the
Frankfurt Rhine-Main region (6m inhabitants), just 15 kilometres from
Frankfurt airport. Acquired via forward funding
.
Project comprises two modern multi-let logistics buildings of 10,762
and 7,047 sqm
.
Limited logistics supply in Rhine-Main region creating space for
future growth
SPA signed/ closing Dec 17 / Feb 18
Year of construction 2015
Net leasable area 17,809 sqm
Main tenants Ernst Schmitz, Maintrans, Duhome, Hangcha, Horiba
Indexation 100% CPI (annual) and 1 lease with threshold indexation (5%/80%)
WAULT (incl/ excl breaks) 3.2 / 3.2 years
Property specifications Free height of 10m, 22 loading doors, floor load capacity of 5 t/sqm,
sprinklers, 11% office space, LED (partial)
30 Annual Report 2024
THE NETHERLANDS
EDE
.
Ede (112,000 inhabitants) very centrally located in the Netherlands
and well positioned for national distribution
.
One part of the building (30% of total) was fully renewed in 2018 with a
new floor and installations
.
Kruidvat is part of the AS Watson Group with this location supporting
their growing e-commerce business
SPA signed/ closing Aug 18 / Aug 18
Year of construction 1999 / 2005
Net leasable area 39,569 sqm
Main tenants Kruidvat
Indexation 100% CPI (annual) cap at 4%
WAULT (incl/ excl breaks) 8.7 / 8.7 years
Property specifications Free height of 12.2m, 23 loading doors, floor load capacity of 2.5-10.0 t/sqm,
sprinklers, 8% office space, LED
DEN HOORN
.
Den Hoorn is in the most densely populated area in the Netherlands in
the Rotterdam/ the Hague metropolitan area (2.7 million inhabitants)
and easily accessible by motorway
.
Modern, flexible warehouse with excellent specifications and full solar
PV coverage
SPA signed/ closing Dec 19 / Jan 20
Year of construction 2020
Net leasable area 42,570 sqm
Main tenants Van der Helm
Indexation 100% CPI (annual)
WAULT (incl/ excl breaks) 5.3 / 5.3 years
Property specifications Free height of 12.2 meters, 36 loading doors, floor load capacity of
5t/ sqm, 11% office space, LED, sprinklers, solar panels
31Annual Report 2024
OSS
.
Oss (86,000 inhabitants) is strategically located between port of
Rotterdam and Ruhr area and ranked as number 7 logistics hotspot in
the Netherlands
.
Established logistics location with large companies such as Montea
Logistics, Vos Logistics, Heineken, Vetipak, Movianto and Mediq
.
Forward funded project
SPA signed/ closing Oct 18 / Jul 19
Year of construction 2019
Net leasable area 12,383 sqm
Main tenants Orangeworks
Indexation 100% CPI (annual)
WAULT (incl/ excl breaks) 9.5 / 9.5 years
Property specifications Free height of 10m, 5 loading doors with option to create 10 more, floor
load capacity of 5 t/sqm, sprinklers, 14% office space, LED
‘S HEERENBERG
.
Located in an exciting logistics hub close to A12 highway and Emmerich
barge terminal in Germany. 3PL providers keen to locate close to
NL-GER border with advantages in customs and employment flexibility
.
Grade A warehouse and cross-dock with offices. Total site is
45,000 sq metres
SPA signed/ closing Jun 19 / Jul 19
Year of construction 2009/ 2011
Net leasable area 23,031 sqm
Main tenants JCL Logistics
Indexation 100% CPI (annual)
WAULT (incl/ excl breaks) 6.9 / 6.9 years
Property specifications Warehouse free height 12m, cross-dock 5.5m. 40 loading doors,
floor-load capacity 3.0-4.0 t/sqm, LED (partial), sprinklers
SOLD
32 Annual Report 2024
WADDINXVEEN
.
Waddinxveen is centrally located in the Randstad conurbation
(8 million consumers within 1 hour’s driving distance) and ranked
as number 5 logistics hotspot in the Netherlands
.
Established, strategic location due to large concentration of
greenhouses. Combilo is a specialist in the import and export and
packaging of fruit/vegetables for supermarkets/wholesale
.
Cross-dock warehouse of with ample loading doors on both sides
.
Additional warehouse c2,500 sq m added to holding on same lease
terms completed in 2022
SPA signed/ closing Nov 18 / Nov 18
Year of construction 1983/ 1994/ 2002/ 2018 / 2022
Net leasable area 31,631 sqm
Main tenants Combilo International
Indexation 100% CPI (annual)
WAULT (incl/ excl breaks) 8.9 / 8.9 years
Property specifications Cross-dock with 51 loading doors, free height 7-11m, sprinklers, floor load
capacity 1.0 - 3.5 t/sqm, 6% office space, LED (partial), solar panels (partial)
ZEEWOLDE
.
Zeewolde is a town with 23,000 inhabitants located in the heart of the
Netherlands in the province of Flevoland and close to Almere, the fastest
growing municipality in the Netherlands (197,000 inhabitants, forecast:
350,000) and Lelystad (96,000 inhabitants)
.
Region is ranked as number 6 logistics hotspot in the Netherlands and
benefits from the expansion of Lelystad airport and further critical mass
in the logistics supply
SPA signed/ closing Nov 18 / Jun 19
Year of construction 2019
Net leasable area 35,898 sqm
Main tenants Aalberts Integrated Piping Services
Indexation 100% CPI (annual)
WAULT (incl/ excl breaks) 9.5 / 9.5 years
Property specifications Free height of 12.2m, 37 loading doors, floor load capacity of 5 t/sqm,
BREAAM Very Good, sprinklers, 4% office space, LED
33Annual Report 2024
HORST
.
Horst is a town and municipality with 43,000 inhabitants located in the
south of the Netherlands in the province of Limburg. The property is
well located between Venlo 8km south and Venray 7km north on
the A73
.
The area is famed for its support of the agrifood and agriculture
economies
.
Well-specified unit with 12 loading docks and ancillary offices. Low site
cover on a 40,593 sq m plot
SPA signed/ closing Sep 22 / Sep 22
Year of construction 2005
Net leasable area 6,904 sqm
Main tenants Limax
Indexation 100% CPI (annual, cap 100% to 2%, and 50% at 2-3%)
WAULT (incl/ excl breaks) 7.7 / 7.7 years
Property specifications Free height of 9m, 12 loading doors, floor load capacity of 30 kN/sqm
POLAND
KRAKOW
.
Krakow is the 2nd largest city in Poland with 760,000 inhabitants and
characterised by a relatively affluent population, the dominance of
added value industries, a strong education infrastructure and business
friendly policy
.
The Polish logistics market is strong benefitting from being the largest
economy within the Central and Eastern European block with a lower
cost labour force
.
Modern, multi-tenant building with excellent specifications
SPA signed/ closing Feb 19 / Feb 19
Year of construction 2018
Net leasable area 34,932 sqm
Main tenants Agata, Lynka, Max Fliz, DS Smith, Gebrüder Weiss, BRB, Chefs Culinar, IDC
Indexation 100% CPI (annual)
WAULT (incl/ excl breaks) 2.1 / 2.1 years
Property specifications Free height of 12m, 70 loading doors, floor load capacity of 5 t/sqm,
sprinklers, 11% office space, LED
34 Annual Report 2024
WARSAW
.
Warsaw is the wealthiest and largest, most urbanised area in Poland
with a population size of 1.8 million making it attractive for parcel
delivery specialists such as DHL
.
The Polish logistics market is strong benefitting from being the largest
economy within the Central and Eastern European block with a lower
cost labour force
.
Modern, logistics scheme consisting of two Grade A logistics buildings.
One building is cross-docking warehouse for the e-commerce
activities of DHL (over 50% of total rent), the other is a traditional
warehouse sub-divided to form 3 units
SPA signed/ closing Oct 19
Year of construction 2019
Net leasable area 24,690 sqm
Main tenants DHL, ICS, DBK, ID Logistics
Indexation 100% Euro CPI (annual)
WAULT (incl/ excl breaks) 3.2 / 3.2 years
Property specifications Free height of 10m in warehouse and 7.5m in cross-dock, 60 loading doors,
floor load capacity of 5 t/sqm, LED, 9% office space, solar panels (partial)
LODZ
.
Lodz is the 3rd largest logistics city in Poland (with 750,000 inhabitants)
and centrally located alongside main motorways and Europe’s key
railway link to China
.
Multi-tenanted building with several occupiers having a direct link
with the Bosch/ Siemens Campus and Dell factory creating a stable
tenant base
.
Lodz is one of the core markets in Poland with a low vacancy rate
SPA signed/ closing April 2021
Year of construction 2020
Net leasable area 31,512
Main tenants Bilplast, Compal, EGT, Kan, Tabiplast, Alfa Laval
Indexation 100% EU CPI (annual)
WAULT (incl/ excl breaks) 3.0 / 3.5 years
Property specifications 10.0m clear height, 5T floor load, LEDs, sprinklers, 56 loading doors,
yard depth of 35m, 6% office space, solar panels
35Annual Report 2024
SPAIN
BARCELONA
.
Barcelona is the 2nd most populous city in Spain with the fastest
growing seaport in Europe
.
Asset located 20 minutes from the city centre
.
Undersupplied market practically zero vacancy in the 1st ring.
Physical supply constraints with sea/ mountains surrounding
.
Asset is highly reversionary
SPA signed/ closing July 2021
Year of construction 2019
Net leasable area 13,907 sqm
Main tenants Mediapost
Indexation 100% CPI (annual)
WAULT (incl/ excl breaks) 1.5 / 4.5 years
Property specifications 11.0m clear height, 5T floor load, LEDs, sprinklers, 10 loading doors,
yard depth of 35m, 6% office space, solar panels
MADRID - COSLADA
.
Madrid, the third largest city in Europe with a metropolitan population of
almost seven million people
.
Coslada is perfectly located for last-mile logistics with its location between
the city centre and adjacent to the airport
.
Cross-dock warehouse with loading doors at both sides
.
Leased out to DHL who have occupied this building since it was constructed
SPA signed/ closing December 2021
Year of construction 1999
Net leasable area 6,805 sqm
Main tenants DHL
Indexation 100% CPI (annual)
WAULT (incl/ excl breaks) 2.0 / 6.0 years
Property specifications Free height of 10.5m, cross-dock with 12 loading bays at the front and
25 doors at the back, floor load capacity of 5 t/sqm, 20% office space
SOLD
SOLD
36 Annual Report 2024
MADRID – GAVILANES 1A
.
Urban logistics hub located in southern Madrid, the third largest city in
Europe with a metropolitan population of almost seven million people
.
Property is located in Gavilanes, just 17km south of the city centre,
alongside the M-50 motorway (Madrid ring road) intersecting the A-4
motorway (Spain’s main north-south motorway)
SPA signed/ closing December 2021
Year of construction 2019
Net leasable area 21,713 sqm
Main tenants Talentum
Indexation 100% CPI (annual, capped at 3%)
WAULT (incl/ excl breaks) 5.1 / 5.1 years
Property specifications 11.2m clear height, LEDs, sprinklers, 5T floor load, yard depth >33m and
9% office space, LEED Silver rating
MADRID – GAVILANES 1B
.
Urban logistics hub located in southern Madrid, the third largest city in
Europe with a metropolitan population of almost seven million people
.
Property is located in Gavilanes, just 17km south of the city centre,
alongside the M-50 motorway (Madrid ring road) intersecting the A-4
motorway (Spain’s main north-south motorway)
.
Amazon relocated from Gavilanes 1B to phase 4
SPA signed/ closing December 2021
Year of construction 2019
Net leasable area 11,264 sqm
Main tenants Vacant
Indexation n/a
WAULT (incl/ excl breaks) n/a
Property specifications 11.2m clear height, LEDs, sprinklers, 5T floor load, yard depth >33m and
8% office space, LEED Silver rating
37Annual Report 2024
MADRID – GAVILANES 2A
.
Urban logistics hub located in southern Madrid, the third largest city in
Europe with a metropolitan population of almost seven million people
.
Property is located in Gavilanes, just 17km south of the city centre,
alongside the M-50 motorway (Madrid ring road) intersecting the A-4
motorway (Spain’s main north-south motorway)
SPA signed/ closing December 2021
Year of construction 2020
Net leasable area 9,512 sqm
Main tenants Carrefour
Indexation 100% CPI (annual, capped at 2%)
WAULT (incl/ excl breaks) 1.6 / 11.6 years
Property specifications 11.2m clear height, 5T floor load, LEDs, sprinklers, yard depth of 55m and
13.6% office space, LEED silver rating
MADRID – GAVILANES 2B
.
Urban logistics hub located in southern Madrid, the third largest city in
Europe with a metropolitan population of almost seven million people
.
Property is located in Gavilanes, just 17km south of the city centre,
alongside the M-50 motorway (Madrid ring road) intersecting the A-4
motorway (Spain’s main north-south motorway)
SPA signed/ closing December 2021
Year of construction 2020
Net leasable area 7,718 sqm
Main tenants Molecor
Indexation 100% CPI (annual, uncapped)
WAULT (incl/ excl breaks) 4.8 / 4.8 years
Property specifications 11.2m clear height, 5T floor load, LEDs, sprinklers, yard depth of 55m and
13.6% office space, LEED silver rated
38 Annual Report 2024
MADRID – GAVILANES 2C
.
Urban logistics hub located in southern Madrid, the third largest city in
Europe with a metropolitan population of almost seven million people
.
Property is located in Gavilanes, just 17km south of the city centre,
alongside the M-50 motorway (Madrid ring road) intersecting the A-4
motorway (Spain’s main north-south motorway)
SPA signed/ closing December 2021
Year of construction 2020
Net leasable area 7,375 sqm
Main tenants ADER
Indexation 100% CPI (annual, uncapped)
WAULT (incl/ excl breaks) 0.5 / 2.5 years
Property specifications 11.2m clear height, 5T floor load, LEDS, sprinklers, yard depth of 55m and
13.6% office space, LEED silver rated
MADRID – GAVILANES 3A/B/C
.
Urban logistics hub located in southern Madrid, the third largest city in
Europe with a metropolitan population of almost seven million people
.
Property is located in Gavilanes, just 17km south of the city centre,
alongside the M-50 motorway (Madrid ring road) intersecting the A-4
motorway (Spain’s main north-south motorway)
.
Property comprises two adjacent warehouse buildings of 16,500 sq m
and 10,665 sq m (which can be split)
SPA signed/ closing December 2021
Year of construction 2019
Net leasable area 27,165 sqm
Main tenants MCR, Method & Under Offer
Indexation n/a
WAULT (incl/ excl breaks) 5.6 / 6.1 years
Property specifications 11.2m clear height, 5T floor load, LEDs, sprinklers, yard depth of 31 - 45m
and 11% office space, LEED Gold rating
1
Reflecting the ongoing demand for Grade-A, highly sustainable logistics space in Spain, the Company agreed a new lease for 5,131 sqm of the space, at a rent 8.7% above the
previous passing rent, with Spanish transportation company METHOD Advanced Logistics.
39Annual Report 2024
MADRID – GAVILANES 4
.
Urban logistics hub located in southern Madrid, the third largest city in
Europe with a metropolitan population of almost seven million people
.
Property is located in Gavilanes, just 17km south of the city centre,
alongside the M-50 motorway (Madrid ring road) intersecting the A-4
motorway (Spain’s main north-south motorway)
.
Amazon parcel delivery hub, optimised for last mile deliveries, including
multi-level van parking deck fully prepared for electric charging
capability and canopy with numerous van loading areas
SPA signed/ closing December 2021
Year of construction 2022
Net leasable area 16,467 sqm + 20,748 sqm parking deck
Main tenants Amazon
Indexation 100% CPI (annual, capped at 3%)
WAULT (incl/ excl breaks) 12.3 / 22.3 years
Property specifications 11.0m clear height, 7.5T floor load, LEDs, sprinklers, yard depth of 41m
and 19% office space, BREEAM Very Good
40 Annual Report 2024
Group Structure
41Annual Report 2024
Strategic Report
Group Structure
As at 31 December 2024
100%
100%
100%
100%
100%
100%
100%
Madrid - Coslada
Barcelona
Waddinxveen
ASELI
Waddinxveen B.V
Flörsheim
ASELI
Flörsheim B.V
ASELI
Leon B.V
Erlensee
ASELI
Erlensee B.V
Ede
ASELI
Netherlands I B.V
ASELI
Meung SCI
Avignon
ASELI
Avignon SCI
abrdn European Logistics Income plc
(UK Investment Trust)
Poland
France
The Netherlands England & Wales Spain
ASELI France
Holding SAS
100%
Zeewolde
ASELI
Netherlands II B.V
100%
's Heerenberg
Horst
ASELI
s Heerenberg B.V
100%
100%
PDC Industrial
Centre 92
Sp. z o.o
Warsaw
100%
Circulus
Investments SP
z.o.o.
Lodz
PDC Industrial
Centre 72
Sp. z o.o
Krakow
Den Hoorn
ASELI
Netherlands
Holdings B.V
100%
100%
ASELI
Den Hoorn BV
ASELI Madrid
Holding S.L
Madrid -
Gavilanes 1
100%
aELI Madrid
Logistics 1 S.L.U
Madrid -
Gavilanes 2
Madrid -
Gavilanes 3
Dijon
aELI
Messageries SCI
Niort
Bordeaux
Holding 1 share
Holding 1 share
AELI Madrid
Holdings 2 S.L
Madrid -
Gavilanes 4
aELI Madrid
Logistics 2 S.L.U
100% 100%
100%
Legal entity country of domiciliation
100% less 1 share
42 Annual Report 2024
100%
100%
100%
100%
100%
100%
100%
Madrid - Coslada
Barcelona
Waddinxveen
ASELI
Waddinxveen B.V
Flörsheim
ASELI
Flörsheim B.V
ASELI
Leon B.V
Erlensee
ASELI
Erlensee B.V
Ede
ASELI
Netherlands I B.V
ASELI
Meung SCI
Avignon
ASELI
Avignon SCI
abrdn European Logistics Income plc
(UK Investment Trust)
Poland
France
The Netherlands England & Wales Spain
ASELI France
Holding SAS
100%
Zeewolde
ASELI
Netherlands II B.V
100%
's Heerenberg
Horst
ASELI
s Heerenberg B.V
100%
100%
PDC Industrial
Centre 92
Sp. z o.o
Warsaw
100%
Circulus
Investments SP
z.o.o.
Lodz
PDC Industrial
Centre 72
Sp. z o.o
Krakow
Den Hoorn
ASELI
Netherlands
Holdings B.V
100%
100%
ASELI
Den Hoorn BV
ASELI Madrid
Holding S.L
Madrid -
Gavilanes 1
100%
aELI Madrid
Logistics 1 S.L.U
Madrid -
Gavilanes 2
Madrid -
Gavilanes 3
Dijon
aELI
Messageries SCI
Niort
Bordeaux
Holding 1 share
Holding 1 share
AELI Madrid
Holdings 2 S.L
Madrid -
Gavilanes 4
aELI Madrid
Logistics 2 S.L.U
100% 100%
100%
Legal entity country of domiciliation
100% less 1 share
43Annual Report 2024
Sustainability and
Climate Reporting
The management of Environmental, Social and Governance issues is a fundamental
part of our business.
44 Annual Report 2024
Streamlined Energy and Carbon Reporting
SECR table - GHGs
Data type 2022 2023 2024
% Change
2024 v 2023
% Change
2024 v 2022
Total Scope 1 & 2 GHG Emissions (tCO2
e
) 7,102 6,837 5,436 -21% -24%
Emissions Intensity (kgCO2
e
/m
2
NLA) - Scopes 1 & 2 36.80 24.40 21.05 -14% -43%
Total Landlord Energy Consumption (kWh) 18,385,278 16,308,479 16,371,422 0% -11%
Actual data has been used where possible, however, not all invoices were received for the reporting year (01/01/2024 to
31/12/2024) and so where actual consumption data is missing, estimated data has been used instead.
To estimate the missing data an estimation methodology hierarchy has been followed:
1. The first option, which provides the highest level of reliability, is to gap fill the missing data at the meter level using a
statistical model based on previous known consumption data.
2. If this option is not available then the next step is to extrapolate the missing data using previously collected data from
other tenants or meters in the building and applying it across the relevant floor area.
3. Finally if the other two options are not suitable then an indexing approach has been taken. This approach applies
industry benchmark data for the asset type using a floor area basis. This option has the lowest level of reliability.
Sustainable Finance Disclosure Regulation
(SFDR)
The Company falls in-scope of the EU’s Sustainable
Finance Disclosure Regulation, and is classed as an Article
8 Fund which does not have a sustainable investment
objective, but promotes environmental and social
characteristics as part of its investment process.
The Company’s periodic disclosure documentation
required as part of its SFDR obligations is shown within the
Corporate Information section of this document.
Taskforce for Climate-related Financial
Disclosure (TCFD)
TCFD was established to provide a standardised way to
disclose and assess climate-related risks and opportunities.
Recommendations are structured around four key topics:
Governance, Strategy, Risk Management and Metrics &
Targets. The Company is committed to implementing the
recommendations of the TCFD to provide investors with
information on climate risks and opportunities that are
relevant to the business. TCFD covers risks and opportunities
associated with two overarching categories of climate risk;
transition and physical:
.
Transition risks are those that relate to an asset, portfolio
or company’s ability to decarbonise. An entity can be
exposed to risks as a result of carbon pricing, regulation,
technological change and shifts in demand related to
the transition.
.
Physical risks are those that relate to an asset’s
vulnerability to factors such as increasing temperatures
and extreme weather events as a result of climate
change. Exposure to physical risks may result in, for
example, direct damage to assets, rising insurance costs
or supply chain disruption.
There is still significant uncertainty and methodological
immaturity in assessing climate risks and opportunities
and there is not yet a widely-recognised net zero
carbon standard. Nonetheless, the Company has
progressed already with work to model the implications
of decarbonising the portfolio in line with a 1.5°C scenario
(using the ‘Carbon Risk Real Estate Monitor’ (CRREM) as
a real-estate specific framework to measure against)
and undertaken analysis to understand potential future
physical climate risks.
There are different regulations in place that require
companies to disclose against various levels of TCFD
recommendations. Whilst the Company does not fall
in scope of the ‘Companies (Strategic Report) (related
Financial Disclosure) Regulations 2022’, the Company
still voluntarily follows this framework, as best practice,
to provide an overview of the Company’s approach to
all 11 TCFD recommendations. Note that this disclosure
against the TCFD recommendations is entirely voluntary.
The Company does, however, fall under the regulatory
framework created by the Financial Conduct Authority
(FCA) in Policy Statement 21/24, for asset managers,
life insurers and FCA-regulated pension providers to
make climate-related disclosures consistent with the
recommendations of the TCFD. In order to meet this
requirement, the Company is required to publish a
standalone TCFD report no later than June each year.
Please see the 2024 TCFD report for the Company at
abrdn.com/en-gb/trusts/prices-and-literature.
45Annual Report 2024
Governance
The Directors, all of whom are non-executive and independent of the AIFM and
Investment Manager, oversee the management of the Company and represent the
interests of shareholders.
The Company is registered as a public limited company in England and Wales and
is an investment company as defined by Section 833 of the Companies Act 2006.
The Company is also a member of the Association of Investment Companies.
46 Annual Report 2024
Status: Independent Non-Executive Chairman.
Length of service: Seven years, appointed a Director on
8 November 2017 and Chairman on 11 June 2019.
Experience: Tony started his career as a structural
engineer with Ove Arup and Partners in 1983. In 1994
he joined John Laing plc to review and make equity
investments in infrastructure projects both in the UK
and abroad and then in 2006 he joined HSBC Specialist
Investments (‘HSIL’) to be the fund manager for HICL
Infrastructure Company Limited. In 2011, Tony was part
of the senior management team that bought HSIL from
HSBC, renaming it InfraRed Capital Partners.
Tony was a Managing Partner and a senior member of
the infrastructure management team at InfraRed Capital
Partners until June 2018. He holds a MA in Engineering
from Cambridge University and is an ACMA.
Last re-elected to the Board: 24 June 2024.
Contribution: The Nomination Committee has reviewed
the contribution of Mr Roper in light of his forthcoming
re-election at the AGM to be held on 25 June 2025 and
concluded that Mr Roper has continued to skilfully chair
the Company through a turbulent yet successful year
for the Company. Mr Roper’s real estate and investment
trust experience is deeply valued by his fellow Directors.
Committee membership: Audit Committee, Management
Engagement Committee and Nomination Committee.
Remuneration: £58,000 per annum.
All other public company directorships: SDCL Energy
Efficiency Income Trust plc and Foresight Solar Fund Limited.
Connections with Trust or Investment Manager: None.
Shared Directorships with any other Trust Directors: None.
Shareholding in Company: 122,812 Ordinary shares.
Status: Senior Independent Non-Executive Director.
Length of service: Seven years, appointed a Director on
8 November 2017.
Experience: Caroline is a chartered accountant with
over 25 years’ experience at Ernst & Young LLP, latterly as
an executive director before leaving in 2012. During that
time, she specialised in the asset management sector
and developed an extensive experience of investment
trusts. She is a director of a number of other
investment companies.
Last re-elected to the Board: 24 June 2024.
Contribution: The Nomination Committee has reviewed
the contribution of Ms Gulliver in light of her forthcoming
re-election at the AGM to be held on 25 June 2025 and
concluded that Ms Gulliver has continued to expertly chair
the Audit Committee through the year drawing on her
significant wealth of financial and accounting experience.
Committee membership: Audit Committee
(Chairman), Nomination Committee and Management
Engagement Committee.
Remuneration: £45,000 per annum.
All other public company directorships: International
Biotechnology Trust plc and MIGO Opportunities Trust PLC.
Connections with Trust or Investment Manager: None.
Shared Directorships with any other Trust Directors: None.
Shareholding in Company: 90,000 Ordinary shares.
Governance
Your Board of Directors
Details of the current Directors, all of whom are non-executive and independent of the AIFM and Investment Manager,
are set out below. The Directors oversee the management of the Company and represent the interests of shareholders.
Anthony Roper Caroline Gulliver
47Annual Report 2024
John Heawood
Status: Independent Non-Executive Director.
Length of service: Seven years, appointed a Director on
8 November 2017.
Experience: John has over 40 years’ experience as a
Chartered Surveyor advising a broad range of investors,
developers and occupiers. He was a partner, and
subsequently a director, of DTZ responsible for the
London-based team dealing with industrial, logistics
and business park projects across the UK. In 1996 he was
appointed to the board of SEGRO plc and was responsible
for its UK business for the next 12 years. From 2009-2013
he was managing director of the Ashtenne Industrial Fund,
a £500 million multi-let industrial and logistics portfolio
managed by Aviva on behalf of 13 institutional investors.
John is currently also a trustee of Marshalls Charity.
Last re-elected to the Board: 24 June 2024.
Contribution: The Nomination Committee has reviewed
the contribution of Mr Heawood in light of his forthcoming
re-election at the AGM to be held on 25 June 2025 and
concluded that Mr Heawood has continued to provide
significant real estate experience and insight to the
Board as well as expertly chairing the Management
Engagement Committee.
Committee membership: Management Engagement
Committee (Chairman), Audit Committee and
Nomination Committee.
Remuneration: £38,000 per annum.
All other public company directorships: None
Connections with Trust or Investment Manager: None.
Shared Directorships with any other Trust Directors: None.
Shareholding in Company: 60,000 Ordinary shares.
48 Annual Report 2024
Governance
Directors’ Report
The Directors present their Report and the audited financial
statements for the year ended 31 December 2024.
Results and Dividends
Details of the Company’s results and dividends are shown
on page 19 of this Annual Report. The dividend policy is
disclosed in the Strategic Report on page 11.
Investment Trust Status
The Company was incorporated on 25 October 2017
(registered in England & Wales No. 11032222) and
has been accepted by HM Revenue & Customs as an
investment trust subject to the Company continuing
to meet the relevant eligibility conditions of Section
1158 of the Corporation Tax Act 2010 and the ongoing
requirements of Part 2 Chapter 3 Statutory Instrument
2011/2999 for all financial periods commencing on or
after 15 December 2017. The Directors are of the opinion
that the Company has conducted its affairs for the year
ended 31 December 2024 so as to enable it to comply with
the ongoing requirements for investment trust status.
Individual Savings Accounts
The Company has conducted its affairs so as to satisfy
the requirements as a qualifying security for Individual
Savings Accounts. The Directors intend that the Company
will continue to conduct its affairs in this manner.
Share Capital
The Company’s capital structure is summarised in
note 16 to the financial statements. At 31 December 2024,
there were 412,174,356 fully paid Ordinary shares of 1p
each in issue. During the year no Ordinary shares were
purchased in the market for treasury or cancellation and
no Ordinary shares were issued or sold from Treasury.
On 23 July 2024 shareholders approved in General
Meeting the cancellation of the amount standing to
the credit of the Company’s Share Premium account.
Subsequently, on 24 September 2024, the Court issued a
sealed order confirming the proposal to cancel the Share
Premium account and the cancellation certificate was
registered at Companies House on 26 September 2024.
B Share Scheme
On 22 November 2024 approval was granted by
Shareholders for the Company to issue and redeem up
to £300 million of B Shares. The Board believes that one of
the fairest and most efficient ways of returning substantial
amounts of cash to Shareholders is by means of a bonus
issue of redeemable B Shares (with a nominal value of one
penny each) which would then be immediately redeemed
by the Company in consideration for a cash payment
equal to the amount treated as paid up on the issue of
the B Shares.
The quantum and timing of any return(s) of capital to
Shareholders under a B Share Scheme will be at the
discretion of the Board and will be dependent on the
realisation of the Company’s investments and its liabilities,
general working capital requirements and the amount
and nature (from a tax perspective) of its distributable
reserves. The adoption of a B Share scheme does not limit
the ability of the Company to return cash to Shareholders
by using other mechanisms and the Board will continue to
monitor the tax effectiveness and cost efficiency of using
B Shares.
The Board resolved on 27 February 2025 to return
£16.5 million in aggregate to Shareholders via an issue
of B Shares. On 7 March 2025 1,648,697,424 B Shares of
one penny each were paid up from the Company’s special
distributable reserve and issued to all Shareholders by
way of a bonus issue on the basis of 4 B Shares for every
1 Ordinary Share held at the Record Date of 6.00 p.m. on
6 March 2025.
The B Shares were immediately redeemed at their nominal
value of one penny per B Share with a Redemption Date
of 7 March 2025. The proceeds from the redemption of
the B Shares, equivalent to 4 pence per Ordinary Share,
were sent to uncertificated Shareholders through CREST
with cheques posted to certificated Shareholders on
20 March 2025. Shareholders should note that no
certificates were issued in respect of the B Shares.
49Annual Report 2024
Voting Rights, Share Restrictions and
Amendments to Articles of Association
Ordinary shareholders are entitled to vote on all resolutions
which are proposed at general meetings of the Company.
The Ordinary shares carry a right to receive dividends.
On a winding up, after meeting the liabilities of the
Company, the surplus assets will be paid to Ordinary
shareholders in proportion to their shareholdings.
There are no restrictions concerning the transfer of
securities in the Company; no special rights with regard
to control attached to securities; no agreements between
holders of securities regarding their transfer known to the
Company; and no agreements which the Company is party
to that might affect its control following a takeover bid.
In accordance with the Companies Act, amendments to
the Company’s Articles of Association may only be made by
shareholders passing a special resolution in general meeting.
Borrowings
A full breakdown of the Company’s loan facilities is
provided in note 14 to the financial statements.
Management Agreement
Under the terms of a Management Agreement dated
17 November 2017 between the Company and the
AIFM, abrdn Fund Managers Limited (and amended
by way of side letters dated 25 May 2018, 22 February
2019, 24 January 2023 and 10 July 2024), the AIFM
was appointed to act as alternative investment fund
manager of the Company with responsibility for
portfolio management and risk management of
the Company’s investments. Under the terms of the
Management Agreement, the AIFM may delegate
portfolio management functions to the Investment
Manager and is entitled to an annual management fee
together with reimbursement of all reasonable costs and
expenses incurred by it and the Investment Manager in
the performance of its duties.
Effective 1 August 2024 the Company has paid lower
management fees at the rate of 0.5% (reduced from 0.75%)
and additional disposal fees between 0.65% and 0.75%
depending on the net disposal proceeds realised on sale of
investment properties. In addition, with effect from 23 July
2024, the Management Agreement became terminable by
the Company or aFML on not less than three months’ notice
with such notice not to be served before 31 March 2025.
The annual management fee is payable in Euros quarterly
in arrears,save for any period which is less than a full
calendar quarter.
The AIFM has also been appointed by the Company under
the terms of the Management Agreement to provide
day-to-day administration services to the Company
and provide the general company secretarial functions
required by the Companies Act. In this role, the AIFM will
provide certain administrative services to the Company
which includes reporting the Net Asset Value, bookkeeping
and accounts preparation. Effective from March 2020
accounting and administration services undertaken on
behalf of the Company have been delegated to Brown
Brothers Harriman.
The AIFM has also delegated the provision of the general
company secretarial services to abrdn Holdings Limited.
Risk Management
Details of the financial risk management policies and
objectives relative to the use of financial instruments by the
Company are set out in note 22 to the financial statements.
The Board
The current Directors are Ms Gulliver, Mr Heawood and
Mr Roper who, together with Ms Wilde who retired as a
Director on 24 June 2024, were the only Directors who
served during the year. In accordance with the Articles of
Association, each Director will retire from the Board at the
Annual General Meeting convened for 25 June 2025 and,
being eligible, will offer himself or herself for re-election to
the Board. In accordance with Principle 23 of the AIC’s 2019
Code of Corporate Governance, each Director will retire
annually and submit themselves for re-election at the AGM.
The Board considers that there is a balance of skills and
experience within the Board relevant to the leadership
and direction of the Company and that all the Directors
contribute effectively.
In common with most investment trusts, the Company
has no employees. Directors’ & Officers’ liability insurance
cover has been maintained throughout the year at the
expense of the Company.
Board Diversity
As indicated in the Strategic Report, the Board recognises
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. The Board
also recognises the benefits and is supportive of, and will
give due regard to, the principle of diversity in its recruitment
of new Board members. The Board will 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
will continue to ensure that all appointments are made on
50 Annual Report 2024
the basis of merit against the specification prepared for
each appointment. The Board aims to take account of the
targets set out in the FCA’s Listing Rules, which are set out
below. However, given the revised investment objective of
the Company and the on-going sale of the portfolio which
is expected to complete in the shorter term, the Board
has decided not to recruit a new non executive Director to
replace Ms Wilde who retired in June 2024. Consequently
as the sales process culminates the Company is no longer
in compliance with some of these diversity targets.
As an externally managed investment company, the Board
employs no executive staff, and therefore does not have
a chief executive officer (CEO) or a chief financial officer
(CFO) - both of which are deemed senior board positions
by the FCA. However, the Board considers the Chair of
the Audit Committee to be a senior board position and
the following disclosure is made on this basis. Other senior
board positions recognised by the FCA are chair of the
board and senior independent director (SID). In addition,
the Board has resolved that the Company’s year end date
be the most appropriate date for disclosure purposes.
The following information has been voluntarily disclosed
by each Director and is correct as at 31 December 2024.
Board as at 31 December 2024
Number
of Board
Members
Percentage
of the Board
Number of
Senior Positions
on the Board
3
Men 2 66.6% 1
Women
1
1 33.3% 2
Prefer not to say - -
White British or
other White (including
minority-white groups)
3 100% 3
Minority Ethnic
2
- - 0
Prefer not to say - - -
1
Following the retirement of Ms Wilde in June 2024, this does not meet the target that at
least 40% of Directors are women as set out in LR 6.6.6R (9)(a)(i).
2
Given that the Company is in managed wind-down which is expected to be completed
in the shorter term, the Company is not recruiting for further Board members. Therefore,
this does not currently meet the target that at least one Director is from a minority ethnic
background as set out in LR 6.6.6R (9)(a)(iii).
3
The Company meets the target that at least one of the senior positions is filled by a
woman set out in LR 6.6.6R (a) (ii) for the year ended 31 December 2024. Senior positions
defined as Chair, Audit Chair and Senior Independent Director.
The Role of the Chairman and Senior
Independent Director
The Chairman is responsible for providing effective
leadership to the Board, by setting the tone of the
Company, demonstrating objective judgement
and promoting a culture of openness and debate.
The Chairman facilitates the effective contribution,
and encourages active engagement, by each Director.
In conjunction with the Company Secretary, the Chairman
ensures that Directors receive accurate, timely and
clear information to assist them with effective decision-
making. The Chairman 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Chairman also
engages with major shareholders offering annual review
meetings and ensures that all Directors understand
shareholder views.
The Senior Independent Director acts as a sounding
board for the Chairman and as an intermediary for other
directors, when necessary. The Senior Independent
Director takes responsibility for an orderly succession
process for the Chairman, and leads the annual appraisal
of the Chairman’s performance and is also available to
shareholders to discuss any concerns they may have.
Corporate Governance
The Company is committed to high standards of
corporate governance. The Board is accountable to the
Company’s shareholders for good governance and this
statement describes how the Company has applied the
principles identified in the UK Corporate Governance
Code as published in July 2018 (the “UK Code”), which is
available on the Financial Reporting Council’s (the “FRC”)
website: frc.org.uk.
The Board has also considered the principles and provisions
of the AIC Code of Corporate Governance as published in
February 2019 (the “AIC Code”). The AIC Code addresses
the principles and provisions set out in the UK Code, as
well as setting out additional provisions on issues that are
of specific relevance to the Company. The AIC Code is
available on the AIC’s website: theaic.co.uk.
The Board considers that reporting against the
principles and provisions of the AIC Code, which has been
endorsed by the FRC, provides more relevant information
to shareholders. The full text of the Company’s Corporate
Governance Statement can be found on the Company’s
website: eurologisticsincome.co.uk.
51Annual Report 2024
The Board confirms that, during the year, the Company
complied with the principles and provisions of the AIC
Code and the relevant provisions of the UK Code,
except as set out below.
Provision 29 of the AIC Code requires members of the Audit
Committee to be independent and ordinarily the Chair of
the Company would not be a member of the Committee.
However, this provision permits companies to include the
Chair as a member of the Audit Committee subject to the
provision of an explanation. In September 2024, following
the retirement of Ms Diane Wilde, the Chair, Tony Roper
joined the Audit Committee as a member. Given the small
size of the Board and its decision not appoint any further
Directors now that the Company is in managed wind-down,
the appointment of the Chair to this Committee provides
the Committee with flexibility. The Company confirms that
the Chair was independent upon appointment and remains
independent.
The UK Code includes provisions relating to:
.
interaction with the workforce (provisions 2, 5 and 6);
.
the need for an internal audit function (provision 26);
.
the role and responsibility of the chief executive
(provisions 9 and 14);
.
previous experience of the chairman of a remuneration
committee (provision 32); and
.
executive directors’ remuneration (provisions 33 and
36 to 40).
The Board considers that these provisions are not relevant
to the position of 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 executive directors, employees
or internal operations. The Company has therefore not
reported further in respect of these provisions.
During the year ended 31 December 2024, the Board had
four scheduled meetings and over 19 other ad hoc Board
meetings as well as numerous update calls. In addition,
the Audit Committee met three times and there was one
meeting of the Management Engagement Committee
and one meeting of the Nomination Committee. Between
meetings the Board maintains regular contact with the
Investment Manager. The Directors have attended the
following scheduled Board meetings and Committee
meetings during the year ended 31December 2024 (with
their eligibility to attend therelevant meeting in brackets):
Director Board
Audit
Committee MEC Nomination
T Roper
1
4 (4) 2 (2) 1 (1) 1 (1)
C Gulliver 4 (4) 3 (3) 1 (1) 1 (1)
D Wilde
2
0 (1) 0 (1) 0 (1) 0 (1)
J Heawood 4 (4) 3 (3) 1 (1) 1 (1)
1
Mr Roper was appointed to the Audit Committee with effect from 16 September 2024
following Ms Wilde’s retirement.
2
Ms Wilde retired from the Board on 24 June 2024.
Policy on Tenure
The Board’s policy on tenure is that Directors need not
serve on the Board for a limited period of time only.
The Board does not consider that the length of service
of a Director is as important as the contribution he or
she has to make, and therefore the length of service will
be determined on a case-by-case basis. However, in
accordance with corporate governance best practice
and the future need to refresh the Board over time, it is
currently expected that Directors will not typically serve on
the Board beyond the Annual General Meeting following
the ninth anniversary of their appointment.
Board Committees
Audit Committee
The Audit Committee Report is on pages 62 to 64 of this
Annual Report.
Nomination Committee
All appointments to the Board of Directors are considered
by the Nomination Committee which, due to the relatively
small size of the Board, comprises all of the Directors
and is chaired by the Chairman of the Company.
The Nomination Committee advises the Board on
succession planning, bearing in mind the balance of
skills, knowledge and experience existing on the Board,
and will make recommendations to the Board in this
regard. The Nomination Committee also advises the
Board on its balance of relevant skills, experience and
length of service of the Directors serving on the Board. The
Board’s overriding priority when appointing new Directors
in the future will be to identify the candidate with the best
range of skills and experience to complement existing
Directors. The Board recognises the benefits of diversity
and its policy on diversity is disclosed in the Strategic
Report on page 15 and also on page 50 above.
52 Annual Report 2024
The Committee has put in place the necessary procedures
to conduct, on an annual basis, an appraisal of the
Chairman of the Board, Directors’ individual self evaluation
and a performance evaluation of the Board as a whole
and its Committees. In 2024 the Board conducted an
external evaluation using the services of Board Forms, an
external evaluation consultancy which is independent of
the Company. The evaluation was based upon completed
questionnaires covering the Board, individual Directors,
the Chairman and the Audit Committee Chairman. The
Chairman then met each Director individually to review
their responses whilst the Senior Independent Director met
with the Chairman to review his performance.
In accordance with Principle 23 of the AIC’s Code of
Corporate Governance which recommends that all
directors of investment companies should be subject to
annual re-election by shareholders, all the members of
the Board will retire at the forthcoming Annual General
Meeting and will offer themselves for re-election. In
conjunction with the evaluation feedback, the Committee
has reviewed each of the proposed reappointments and
concluded that each of the Directors has the requisite high
level and range of business and financial experience and
recommends their re-election at the forthcoming AGM.
Details of the contributions provided by each Director
during the year are disclosed on pages 47 and 48.
The Committee has reviewed the current size of the
Board and the skill set provide by the existing Directors
and has concluded that in the run up to the liquidation of
the Company there is no need to search for and appoint a
new non executive Director.
Management Engagement Committee
The Management Engagement Committee comprises
all of the Directors and is chaired by Mr Heawood.
The Committee reviews the performance of the
Manager and Investment Manager and its compliance
with the terms of the management and secretarial
agreement. Theterms and conditions of the Manager’s
appointment, including an evaluation of fees, are reviewed
by the Committee on an annual basis. Based upon the
competitive management fee and expertise of the
Manager, the Committee believes that the continuing
appointment of the Manager on the terms agreed is in
theinterests of shareholders as a whole. The Committee
also at least annually reviews the Company’s relationships
with its other service providers. These reviews aim to
ensure that services being offered meet the requirements
and needs of the Company, provide value for money
and performance is in line with the expectations
of stakeholders.
Remuneration Committee
Under the FCA Listing Rules, where an investment trust has
only non-executive directors, the Code principles relating
to directors’ remuneration do not apply. Accordingly,
matters relating to remuneration are dealt with by the full
Board, which acts as the Remuneration Committee.
The Company’s remuneration policy is to set
remuneration at a level to attract individuals of a calibre
appropriate to the Company’s future development.
Further information on remuneration is disclosed in the
Directors’ Remuneration Report on pages 58 to 60.
Terms of Reference
The terms of reference of all the Board Committees
may be found on the Company’s website
eurologisticsincome.co.uk and copies are available from
the Company Secretary upon request. The terms of
reference are reviewed and re-assessed by the relevant
Board Committee for their adequacy on an annual basis.
Going Concern
The Directors, as at the date of this report, are required to
consider whether they have a reasonable expectation
that the Company has adequate resources to continue
in operational existence for the foreseeable future.
At the Annual General Meeting held on 24 June 2024,
in accordance with the Board’s recommendation, the
resolution concerning the continuation of the Company
was not passed by Shareholders. At the General Meeting
held on 23 July 2024, the proposed revised Investment
Policy for the implementation of a managed wind-down
of the Company was overwhelmingly approved by the
Company’s Shareholders. Following the approval by
Shareholders of the revised investment objective and policy,
the process of for an orderly realisation of the Company’s
assets and a return of capital to Shareholders has begun.
The Board will endeavour to realise the Company’s
investments in a manner that achieves a balance between
maximising the value received from the sale of investments
and timely returns of net proceeds to Shareholders.
Whilst the Directors are satisfied that the Company has
adequate resources to continue in operation throughout
the wind-down period and to meet all liabilities as they
fall due, given that the Company is now in managed
wind-down, the Directors consider it appropriate to
adopt a basis other than going concern in preparing the
financial statements.
53Annual Report 2024
No material adjustments to accounting policies or the
valuation basis have arisen as a result of ceasing to apply
the going concern basis.
Additional details about going concern are disclosed in
note 1a to the financial statements.
Management of Conflicts of Interest
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 to be
authorised either in relation to the Director concerned
or his/her connected persons. The Board considers
each Director’s situation and decides on any course of
action required to be taken if there is a conflict, taking into
consideration what is in the best interests of the Company
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 that will need authorising by
the Board. Authorisations given by the Board are reviewed
at each Board meeting.
No Director has a service contract with the Company
although Directors are issued with letters of appointment
upon appointment. No Director had any interest in contracts
with the Company during the year or subsequently.
The Board has adopted appropriate procedures designed
to prevent bribery. The Company receives periodic reports
from its service providers on the anti-bribery policies of
these third parties. It also receives regular compliance
reports from the Investment Manager.
The Criminal Finances Act 2017 introduced the corporate
criminal offence of “failing to take reasonable steps to
prevent the facilitation of tax evasion”. The Board has
confirmed that it is the Company’s policy to conduct all of
its business in an honest and ethical manner. The Board
takes a zero-tolerance approach to the facilitation of tax
evasion, whether under UK law or under the law of any
foreign country.
Accountability and Audit
The respective responsibilities of the Directors and the
auditor in connection with the financial statements are
set out on pages 61 and 72 respectively.
Each Director confirms that:
.
so far as he or she is aware, there is no relevant audit
information of which the Company’s auditor is
unaware; and,
.
each Director has taken all the steps that they ought to
have taken as a Director in order to make themselves
aware of any relevant audit information and to establish
that the Company’s auditor is aware of that information.
Additionally there have been no important events since
the year end that impact this Annual Report.
The Directors have reviewed the level of non-audit
services provided by the independent auditor during the
year amounting to £nil (2023: £nil) and remain satisfied
that the auditor’s objectivity and independence is being
safeguarded.
Independent Auditor
The auditor, KPMG LLP, has indicated its willingness to
remain in office. The Directors will place a resolution before
the Annual General Meeting to re-appoint KPMG LLP as
auditor for the ensuing year, and to authorise the Directors
to determine its remuneration.
Internal Control
The Board is ultimately responsible for the Company’s
system of internal control and for reviewing its
effectiveness and confirms that there is an ongoing
process for identifying, evaluating and managing the
significant risks faced by the Company. This process has
been in place for the year under review and up to the date
of approval of this Annual Report and Financial Statements.
It is regularly reviewed by the Board and accords with the
FRC Guidance.
The Board has reviewed the effectiveness of the system of
internal control. In particular, it has reviewed the process for
identifying and evaluating the significant risks affecting the
Company and policies by which these risks are managed.
The Directors have delegated the investment management
of the Company’s assets to members of the Aberdeen
Group within overall guidelines, and this embraces
implementation of the system of internal control, including
financial, operational and compliance controls and risk
management. Internal control systems are monitored
and supported by the Aberdeen Group’s internal audit
function which undertakes periodic examination of
business processes, including compliance with the
terms of the management agreement, and ensures that
recommendations to improve controls are implemented.
54 Annual Report 2024
Risks are identified and documented through a risk
management framework by each function within
the Aberdeen Group’s activities. Risk includes financial,
regulatory, market, operational and reputational risk.
This helps the Aberdeen group internal audit risk
assessment model identify those functions for review.
Any weaknesses identified are reported to the Board, and
timetables are agreed for implementing improvements
to systems. The implementation of any remedial action
required is monitored and feedback provided to the Board.
The significant risks faced by the Company have been
identified as being strategic; investment and asset
management; financial; regulatory; and operational.
The key components of the process designed by the
Directors to provide effective internal control are
outlined below:
.
the AIFM prepares forecasts and management
accounts which allows the Board to assess the
Company’s activities and review its performance;
.
the Board and AIFM have agreed clearly defined
investment criteria, specified levels of authority and
exposure limits. Reports on these issues, including
performance statistics and investment valuations,
are regularly submitted to the Board and there are
meetings with the AIFM and Investment Manager
as appropriate;
.
as a matter of course the AIFM’s compliance
department continually reviews Aberdeen’s operations
and reports to the Board on a six monthly basis;
.
written agreements are in place which specifically
define the roles and responsibilities of the AIFM and
other third party service providers and, where relevant,
ISAE3402 Reports, a global assurance standard for
reporting on internal controls for service organisations,
or their equivalents are reviewed;
.
the Board has considered the need for an internal audit
function but, because of the compliance and internal
control systems in place within Aberdeen, has decided
to place reliance on the Investment Manager’s systems
and internal audit procedures. At its April 2025 meeting,
the Audit Committee carried out an annual assessment
of internal controls for the year ended 31 December
2024 by considering documentation from the AIFM
and the Depositary, including the internal audit and
compliance functions and taking account of events
since 31 December 2024. The results of the assessment,
that internal controls are satisfactory, were then
reported to the Board at the subsequent Board meeting.
Internal control systems are designed to meet the
Company’s particular needs and the risks to which it is
exposed. Accordingly, the internal control systems are
designed to manage rather than eliminate the risk of
failure to achieve business objectives and by their nature
can only provide reasonable and not absolute assurance
against misstatement and loss.
Substantial Interests
The Board has been advised that the following
shareholders owned 3% or more of the issued Ordinary
share capital of the Company at 31 December 2024
(based upon 412,174,356 shares in issue):
Fund Manager
Shares at
31-Dec-2024
% at
31-Dec-2024
Asset Value Investors 36,959,999 8.97
East Riding of Yorkshire 33,000,000 8.01
Hargreaves Lansdown, stockbrokers (EO) 26,007,975 6.31
Quilter Cheviot Investment Management 22,402,286 5.44
RBC Brewin Dolphin Ireland 22,113,747 5.37
BlackRock 20,525,582 4.98
Interactive Investor (EO) 16,486,487 4.00
Investec Wealth & Investment 15,518,240 3.76
AJ Bell, stockbrokers (EO) 12,461,295 3.02
On 27 March 2025, Asset Value Investors notified the
Company that its total holding of Ordinary shares was
41,240,154 Ordinary shares representing 10.0% of the
issued class of capital. Save as disclosed, there have been
no significant changes notified in respect of the above
holdings between 31 December 2024 and 10 April 2025.
Relations with Shareholders
The Directors place a great deal of importance on
communication with shareholders. The Annual Report
will be widely distributed to other parties who have an
interest in the Company’s performance. Shareholders
and investors may obtain up to date information on the
Company through the freephone information service
shown under Investor Information and on the Company’s
website eurologisticsincome.co.uk.
55Annual Report 2024
abrdn Holdings Limited (aHL) has been appointed
Company Secretary to the Company. Whilst aHL is a wholly
owned subsidiary of the Aberdeen Group, there is a clear
separation of roles between the Investment Manager and
Company Secretary with different board compositions
and different reporting lines in place. The Board notes that,
in accordance with Market Abuse Regulations, procedures
are in place to control the dissemination of information
within the Aberdeen Group plc group of companies when
necessary. Where correspondence addressed to the Board
is received there is full disclosure to the Board. This is kept
confidential if the subject matter of the correspondence
requires confidentiality.
The Board’s policy is to communicate directly with
shareholders and their representative bodies without the
involvement of representatives of the Investment Manager
(including the Company Secretary and Investment
Manager) in situations where direct communication is
required and usually a representative from the Board is
available to meet with major shareholders on an annual
basis in order to gauge their views.
The Notice of the Annual General Meeting, included within
the Annual Report and financial statements, is sent out
at least 20 working days in advance of the meeting.
Innormal circumstances, all Shareholders have the
opportunity to put questions to the Board or the
Investment Manager, either formally at the Company’s
Annual General Meeting or at the subsequent buffet
luncheon for Shareholders. Shareholders are, however,
invited to send any questions for the Board and/or the
Investment Manager on the Annual Report by email to
European.Logistics@aberdeenplc.com. The Company
Secretary is available to answer general shareholder
queries at any time throughout the year.
Annual General Meeting
The Annual General Meeting will be held on 25 June
2025 at 18 Bishops Square, London E1 6EG at 9.30 a.m.
In addition to the usual resolutions the following matters
will be proposed at the AGM:
Special Business Purchase of the Company’s Shares
Resolution 10 is a special resolution proposing to renew
the Directors’ authority to make market purchases of
the Company’s shares in accordance with the provisions
contained in the Companies Act 2006 and the Listing Rules
of the Financial Conduct Authority. The minimum price to
be paid per Ordinary share by the Company will not be
less than £0.01 per share (being the nominal value) and
the maximum price should not be more than the higher of
(i) an amount equal to 5% above the average of the
middle market quotations for an Ordinary share taken
from the London Stock Exchange Daily Official List for the
five business days immediately preceding the date on
which the Ordinary share is contracted to be purchased;
and (ii) the higher of the price of the last independent
trade and the current highest independent bid on the
trading venue where the purchase is carried out.
The Directors do not intend to use this authority to
purchase the Company’s Ordinary shares unless to do so
would result in an increase in NAV per share and would be
in the interests of Shareholders generally. The authority
sought will be in respect of 14.99% of the issued share
capital as at the date of the Annual General Meeting
rather than the date of this document.
The Board is very aware of the current wide share price
discount to NAV and regularly monitors this. The Directors
view buybacks as a very useful tool for seeking to assist in
the management of the liquidity of the Company shares
which could be used in the future as one of a number of
methods to address imbalances of supply and demand
which, arithmetically, can cause discounts to NAV per
share. However, the Company’s revised investment
objective means that most available cash will be returned
to shareholders where possible in the form of capital
distributions. Shares bought back would be purchased at
a discount to the prevailing NAV per share and the result
would be accretive to the NAV for all on-going shareholders.
The authority being sought will expire at the conclusion
of the Annual General Meeting in 2026 or 30 June 2026,
whichever is earlier unless it is renewed before that date.
Any Ordinary shares purchased in this way will either be
cancelled and the number of Ordinary shares will be
reduced accordingly or held in treasury.
This share buyback power will give the Directors additional
flexibility going forward and the Board considers that it
will be in the interests of the Company that such authority
be available. Share buybacks will only take place when,
in the view of the Directors, to do so will be to the benefit of
Shareholders as a whole.
Special Business Notice of Meetings
Resolution 11 is a special resolution seeking to authorise
the Directors to call general meetings of the Company
(other than Annual General Meetings) on 14 days’
clear notice. This approval will be effective until the
Company’s Annual General Meeting in 2026 or 30 June
2026 whichever is earlier. In order to utilise this shorter
notice period, the Company is required to ensure that
Shareholders are able to vote electronically at the general
meeting called on such short notice. The Directors confirm
that, in the event that a general meeting is called, they
will give as much notice as practicable and will only utilise
the authority granted by Resolution 11 in limited and time
sensitive circumstances.
56 Annual Report 2024
Dividend Policy
As a result of the timing of the payment of the Company’s
quarterly dividends, the Company’s Shareholders are
unable to approve a final dividend each year. In line
with good corporate governance, theBoard therefore
proposes to put the Company’s dividend policy to
Shareholders for approval at the Annual General Meeting
and on an annual basis.
Resolution 4 is an ordinary resolution to approve the
Company’s dividend policy. The Company’s dividend
policy shall be that dividends on the Ordinary shares are
payable quarterly in relation to periods ending March,
June, September and December and the last dividend
referable to a financial year end will not be categorised as
a final dividend that is subject to Shareholder approval.
It is intended that the Company will pay quarterly
dividends consistent with the expected annual underlying
portfolio yield. The Company has the flexibility in
accordance with its Articles to make distributions
from capital.
Shareholders should note that references to ‘‘dividends’’
are intended to cover both dividend income and income
which is designated as an interest distribution for UK tax
purposes and therefore subject to the interest streaming
regime applicable to investment trusts.
Recommendation
Your Board considers Resolutions 1 to 11 to be in the best
interests of the Company and its members as a whole and
most likely to promote the success of the Company for the
benefit of its members as a whole. Accordingly, your Board
unanimously recommends that Shareholders should vote
in favour of all Resolutions to be proposed at the AGM,
as they intend to do in respect of their own beneficial
shareholdings amounting to 272,812 Ordinary shares.
By order of the Board
abrdn Holdings Limited - Company Secretaries
Registered Office
280 Bishopsgate
London EC2M 4AG
10 April 2025
57Annual Report 2024
Governance
Directors’ Remuneration Report
The Board has prepared this report in accordance with
the regulations governing the disclosure and approval
of Directors’ remuneration. This Directors’ Remuneration
Report comprises three parts:
Remuneration Policy
Which is subject to a binding shareholder vote every three
years (or sooner if varied during this interval) – approved
by Shareholders at the AGM held on 6 June 2022;
Implementation Report
Which provides information on how the Remuneration
Policy has been applied during the year and which is
subject to an advisory vote on the level of remuneration
paid during the year; and
Annual Statement
Which confirms compliance with the regulations.
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 auditor’s
opinion is included in the report on page 66.
Remuneration Policy
The Directors’ remuneration policy takes into consideration
the principles of UK Corporate Governance and there
have been no changes to the policy during the year nor
are there any changes proposed for the foreseeable
future. No shareholder views were sought in setting the
remuneration policy although any comments received
from shareholders are considered by the Board.
As the Company has no employees and the Board is
comprised wholly of non-executive Directors and,
given the size and nature of the Company, the Board has
not established a separate Remuneration Committee.
Directors’ remuneration is determined by the Board as
a whole.
The Directors are non-executive and the Company’s
Articles of Association limit the annual aggregate fees
payable to the Board of Directors to £300,000 per annum.
This cap may be increased by shareholder resolution from
time to time.
The annualised fees payable to Directors as at
31 December 2024 were:
£
Chairman 58,000
Chairman of Audit Committee 45,000
Director 38,000
The fees were increased to the above levels with effect
from 1 July 2024.
Subject to this overall limit, the Board’s policy is that the
remuneration of non-executive Directors should reflect the
nature of their duties, responsibilities and the value of their
time spent and be fair and comparable to that of other
investment trusts that are similar in size, have a similar
capital structure and have a similar investment objective.
Appointment
.
The Company only appoints non-executive Directors.
.
Directors must retire and be subject to election at the
first AGM after their appointment, and voluntarily submit
themselves for annual election.
.
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.
.
The Directors are not eligible for bonuses, pension
benefits, share options, long-term incentive schemes or
other benefits.
.
Directors are entitled to re-imbursement of out-of-
pocket expenses incurred in connection with the
performance of their duties, including travel expenses.
.
The Company indemnifies its Directors for all costs,
charges, losses, 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 Office
.
The Directors’ remuneration is not subject to any
performance-related fee.
.
No Director has a service contract, although Directors
are issued with letters of appointment.
.
No Director has an interest in any contracts with the
Company during the year or subsequently.
.
The terms of appointment provide that a Director may
be removed upon three months’ notice.
.
Compensation will not be due upon leaving office.
.
No Director is entitled to any other monetary payment or
to any assets of the Company.
Directors’ and Officers’ liability insurance cover is
maintained by the Company on behalf of the Directors.
Under the Articles, the Company indemnifies each of
the Directors out of the assets of the Company against
any liability incurred by them as a Director in defending
proceedings or in connection with any application to the
Court in which relief is granted and separate deeds of
indemnity exist in this regard between the Company and
each Director.
58 Annual Report 2024
The Directors’ Remuneration Policy was approved at the
AGM held on 6 June 2022 and became effective for the
three year period commencing from the conclusion of that
AGM. A resolution to approve the Directors’ Remuneration
Policy for the three year period to 31 December 2027 will
be proposed at the forthcoming Annual General Meeting.
Implementation Report
Directors’ Fees
The Board has carried out an annual review of the level of
fees payable to Directors including analysis of fees paid by
comparable investment companies. The Board concluded
that the level of fees payable should be increased with
effect from 1 July 2025 to £60,000 payable to the Chair,
£47,000 payable to the Audit Chair and £40,000 payable
to other Directors. In taking this decision, the Board
considered the effect of inflation, the level of fees payable
by comparable investment companies and the increased
workload generated by the managed wind-down of
the portfolio. The Board confirms that it does not expect
to make any further increases to Directors’ fee levels
up to completion of the managed wind-down and the
point when the Company is liquidated and the Directors
terminate their involvement with the Company. The fees
were last increased with effect from 1 July 2024. There
are no further fees to disclose as the Company has no
employees, chief executive or executive directors.
A resolution to approve the Directors’ Remuneration
Report (excluding the Directors’ Remuneration Policy but
including the Implementation Report) will be proposed at
the forthcoming AGM.
Company Performance
The following chart illustrates the total shareholder return
(including reinvested dividends) for a holding in the
Company’s shares as compared to the FTSE All Share
Index for the period from launch to 31 December 2024
(rebased to 100 at launch). Given the absence of any
meaningful index with which to compare performance,
the FTSE All Share index is deemed to be the most
appropriate one against which to measure the
Company’s performance.
Inception to 31 December 2024
Share Price Total Return FTSE All Share Total Return
60
70
80
90
100
110
120
130
140
150
160
Dec 24
Dec 23
Dec 22
Dec 21
Dec 20
Dec 19
Dec 18
Dec 17
Source: Aberdeen, Factset.
Statement of Voting at Annual
General Meeting
At the Company’s AGM held on 24 June 2024, Shareholders
approved the Directors’ Remuneration Report in respect
of the year ended 31 December 2023 (other than the
Directors’ Remuneration Policy for the three years ending
30 June 2025 which was previously approved at the AGM
held on 6 June 2022). The following proxy votes were
received on the resolutions:
Resolution For
*
Against Withheld
(2) Receive and
Adopt Directors’
Remuneration Report
(approved on 24 June
2024)
214.5m
(99.2%)
1.6m
(0.8%)
0.04m
(3) Approve Directors’
Remuneration Policy
(approved on 6 June
2022)
195.9m
(99.9%)
0.3m
(0.1%)
0.05m
* Including discretionary votes.
59Annual Report 2024
Spend on Pay (Audited)
Fees Payable
The Directors received the following fees which exclude
employers’ NI and any VAT payable for the year ended
31 December 2024 and the year ended 31 December 2023.
Fees are pro-rated where a change takes place during a
financial year.
Director
2024
£’000
2023
£’000
T Roper 56 54
C Gulliver 43.5 42
J Heawood 37 36
D Wilde
1
18 36
Total 154.5 168
1
Ms Wilde retired from the Board on 24 June 2024.
In euro terms the Directors were paid €180,000 (2023:
€193,000).
The table below shows the actual expenditure in the year in
relation to Directors’ remuneration and shareholder dividends.
2024
€’000
2023
€’000
Directors’ Fees paid 180 193
Dividends paid 13,850 23,248
Sums Paid to Third Parties
None of the fees disclosed above were payable to third
parties in respect of making available the services of
the Directors.
Annual Percentage Change in Directors’ Remuneration
The table below sets out the annual percentage change in
Directors’ fees for the past four years.
Year ended
31 Dec 2024
%
Year ended
31 Dec 2023
%
Year ended
31 Dec 2022
%
Year ended
31 Dec 2021
%
T Roper
1
7.4 8.0 2.0 4.3
C Gulliver 7.1 5.0 2.6 2.6
J Heawood 5.6 2.9 2.9 3.0
D Wilde
2
N/A 2.9 2.9 3.0
1
Tony Roper was appointed Chairman on 11 June 2019.
2
Ms Wilde retired from the Board on 24 June 2024.
Directors’ Interests in the Company
The Directors are not required to have a shareholding
in the Company. The Directors’ interests in contractual
arrangements with the Company are as shown in
note 23 to the financial statements. The Directors
(including connected persons) at 31 December 2024
had no interest in the share capital of the Company other
thanthose interests, all of which are beneficial interests,
shownin the table below.
31 Dec 2024
Ordinary shares
31 Dec 2023
Ordinary shares
T Roper 122,812 122,812
C Gulliver 90,000 90,000
J Heawood 60,000 60,000
D Wilde
1
N/A 74,375
1
Ms Wilde retired from the Board on 24 June 2024.
These interests were unchanged at 10 April 2025,
being the nearest practicable date prior to the signing of
this Report.
Annual Statement
On behalf of the Board and in accordance with Part 2 of
Schedule 8 of the Large and Medium-sized Companies
and Groups (Accounts and Reports) (Amendment)
Regulations 2013, I confirm that the above Report on
Remuneration Policy and Remuneration Implementation
summarises, as applicable, for the year ended
31December 2024:
.
the major decisions on Directors’ remuneration;
.
any substantial changes relating to Directors’
remuneration made during the year; and
.
the context in which the changes occurred and
in which decisions have been taken.
Tony Roper
Chairman
10 April 2025
60 Annual Report 2024
Governance
Statement of Directors’ Responsibilities in Respect of the
Annual Report and the Financial Statements
The Directors are responsible for preparing the Annual
Report and the Group and parent Company financial
statements in accordance with applicable law
and regulations.
Company law requires the Directors to prepare Group
and parent Company financial statements for each
financial year. Under that law they are required to prepare
the Group financial statements in accordance with
UK-adopted international accounting standards and
applicable law and have elected to prepare the parent
Company financial statements in accordance with UK
accounting standards and applicable law, including FRS
101 Reduced Disclosure Framework.
Under company law the Directors must not approve the
financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the Group
and parent Company and of the Group’s profit or loss for
that period. In preparing each of the Group and parent
Company financial statements, the Directors are
required to:
.
select suitable accounting policies and then apply
them consistently;
.
make judgements and estimates that are reasonable,
relevant, reliable and prudent;
.
for the Group financial statements, state whether they
have been prepared in accordance with UK-adopted
international accounting standards;
.
for the parent Company financial statements,
state whether applicable UK accounting standards
have been followed, subject to any material departures
disclosed and explained in the parent Company
financial statements;
.
assess the Group and parent Company’s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern; and
.
use the going concern basis of accounting unless
they either intend to liquidate the Group or the parent
Company or to cease operations, or have no realistic
alternative but to do so. As explained in note 1a to the
Financial Statements, the Directors do not believe that it
is appropriate to prepare these financial statements on
a going concern basis.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the parent Company’s transactions and disclose
with reasonable accuracy at any time the financial
position of the parent Company and enable them to
ensure that its financial statements comply with the
Companies Act 2006. They are responsible for such
internal control as they determine is necessary to enable
the preparation of financial statements that are free from
material misstatement, whether due to fraud or error,
and have general responsibility for taking such steps as
are reasonably open to them to safeguard the assets of
the Group and to prevent and detect fraud and
other irregularities.
Under applicable law and regulations, the Directors
are also responsible for preparing a Strategic Report,
Directors’ Report, Directors’ Remuneration Report and
Corporate Governance Statement that complies with
that law and those regulations.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information
included on the Company’s website. Legislation in the UK
governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
In accordance with Disclosure Guidance and Transparency
Rule (“DTR”) 4.1.16R, the financial statements will form
part of the annual financial report prepared under DTR
4.1.17R and 4.1.18R. The auditor’s report on these financial
statements provides no assurance over whether the annual
financial report has been prepared in accordance with
those requirements.
Responsibility statement of the Directors in
respect of the annual financial report
We confirm that to the best of our knowledge:
.
the financial statements, prepared in accordance with
the applicable set of accounting standards, give a true
and fair view of the assets, liabilities, financial position
and profit or loss of the company and the undertakings
included in the consolidation taken as a whole; and
.
the Strategic Report/Directors’ Report includes a
fair review of the development and performance of
the business and the position of the issuer and the
undertakings included in the consolidation taken as a
whole, together with a description of the principal risks
and uncertainties that they face.
We consider the Annual Report and 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.
By order of the Board
Tony Roper
10 April 2025
61Annual Report 2024
Governance
Report of the Audit Committee
I am pleased to present the report of the Audit Committee
(the ‘Committee’) for the year ended 31 December 2024
which has been prepared in compliance with
applicable legislation.
Committee Composition
The Audit Committee comprises three independent
Directors: Mr Heawood, Mr Roper and myself (Ms Gulliver)
as Chair. Mr Roper was appointed to the Audit Committee
following the retirement of Ms Wilde. Following the
implementation of the managed wind-down and with
a view to minimising costs the Company’s Board now
consists of only three Directors. The Directors have
satisfied themselves that at least one of the Committee’s
members has recent and relevant financial experience.
Iam a member of the Institute of Chartered Accountants
of Scotland (ICAS) and I confirm that the Audit Committee
as a whole has competence relevant to the investment
trust sector and that at least one member has
competence in accounting.
Functions of the Committee
The principal function of the Committee is to assist the
Board in relation to the reporting of financial information,
the review of financial controls and the management
of risk. The Committee has defined terms of reference
which are reviewed and re-assessed for their adequacy
on an annual basis. Copies of the terms of reference are
published on the Company’s website.
The Committee’s main audit review functions are
listedbelow:
.
to review and monitor the internal control systems and
risk management systems (including review of non-
financial and emerging risks) on which the Company
is reliant;
.
to develop and implement policy on the engagement
of the Auditor to supply non-audit services. No non-
audit fees were paid to the Auditor during 2024
(2023: £nil). The Audit Committee reviews and approves
the provision of all non-audit services in the light of
the potential for such services to impair the Auditor’s
independence;
.
to consider annually whether there is a need for the
Company to have its own internal audit function;
.
to review and challenge the investment valuation
process employed by the Investment Manager;
.
to monitor the integrity of the half-yearly and annual
financial statements of the Company by reviewing,
and challenging where necessary, the actions and
judgements of the Investment Manager;
.
to review, and report to the Board on, the significant
financial reporting issues and judgements made in
connection with the preparation of the Company’s
financial statements, interim reports, announcements
and related formal statements;
.
to review the content of the Half Yearly Report and
Annual Report and Financial Statements and advise the
Board on whether, taken as a whole, it is fair, balanced
and understandable and provides the information
necessary for Shareholders to assess the Company’s
performance, business model and strategy;
.
to meet with the Auditor to review their proposed audit
programme of work and the findings of the Auditor.
The Committee shall also use this as an opportunity
to assess the effectiveness of the audit process;
.
to review a statement from the Investment Manager
detailing the arrangements in place within the AIFM
whereby the AIFM staff may, in confidence, escalate
concerns about possible improprieties in matters of
financial reporting or other matters (“whistleblowing”);
.
to make recommendations in relation to the
appointment of the Auditor and to approve the
remuneration and terms of engagement of the Auditor;
.
to review the Company’s audit arrangements and
consider the requirement for an audit tender in line with
best practice;
.
to monitor and review annually the Auditor’s
independence, objectivity, effectiveness, resources
and qualification; and
.
to investigate, when an auditor resigns, the reasons
giving rise to such resignation and consider whether any
action is required.
Performance Evaluation of the Committee
In 2024 an externally-facilitated evaluation of the Audit
Committee was conducted by the Board using the services
of Board Forms. The evaluation, which concluded that
the Committee operated effectively, was based upon
questionnaires and the results allowed the Committee
members to agree priorities for future consideration.
Activities During the Year
The Audit Committee met three times during the year
when it considered the Half Yearly Report in detail,
reviewed the Auditor’s audit planning report and reviewed
the Annual Report and financial statements. The reviews of
the Half Yearly Report and Annual Report included detailed
work in relation to the Going Concern status and viability
of the Company together with significant oversight of the
preparation of the financial statements. Representatives of
the AIFM’s internal audit, risk and compliance departments
reported to the Committee at these meetings on matters
such as internal control systems, risk and the conduct of
the business in the context of its regulatory environment.
The Audit Committee continues to believe that the
Company does not require an internal audit function of
its own as it delegates its day to day operations to third
parties from whom it receives internal controls reports.
62 Annual Report 2024
Review of Internal Control Systems and Risk
The Committee considers the internal control systems
and a matrix of risks at each of its meetings. There is more
detail on the process of these reviews in the Directors’
Report. In addition, details of the principal risks faced by the
Company can be found within the Strategic Report on
pages 11 to 14.
Financial Statements and Significant Issues
During its review of the Company’s financial statements for
the year ended 31 December 2024, the Audit Committee
considered the following significant issues, including,
in particular, those communicated by the Auditor as
key areas of audit emphasis during their planning and
reporting of the year end audit.
Valuation of Investment Property – The valuation of
the Group’s investment properties is performed by an
independent external valuer in accordance with the RICS
Red Book. The valuation of investment property requires
significant judgement and estimates by the independent
valuer. The Committee is responsible for reviewing and
challenging the investment valuation process employed.
The independent valuer is appointed by the Investment
Manager and its direct property pricing committee is
responsible for ensuring that the valuation is independent,
fair and compliant with the Aberdeen valuation policies.
Portfolio managers are responsible for correcting any
matters of factual inaccuracy during the valuation process
but are not permitted to express any opinion in relation to
the valuation itself.
Recoverability of Investment in subsidiaries - The company’s
investment in subsidiaries is recognised at lower of
carrying value and its recoverable amount. Recoverable
amount is determined as the higher of an asset’s fair
value less costs of disposal (FVLCOD) and its value in use.
The value in use represents the present value of future
cash flows expected to be derived from the asset. When
the carrying value exceeds the recoverable amount, an
impairment provision is recognized. This determination of
impairment involves estimates such as future cash flows
and the fair value of investment properties.
The net asset value of each investment is reviewed
to assess whether there is sufficient value within the
subsidiary to meet the contractual cash flows. A key
factor in this assessment is the fair value of the investment
properties owned by the subsidiary. The Committee is
responsible for reviewing and challenging the investment
valuation process employed across its subsidiaries In
cases where cash shortfalls are expected, the carrying
value of the loans is impaired, and losses are recognized in
the statement of comprehensive income.
Impact of changes in basis of preparation of financial
statements - One of the main changes resulting from the
change in basis of preparation of the annual accounts
to other than going concern is the assessment of
assets held for sale. This assessment requires careful
consideration of the criteria for classification, including
the likelihood of sale within the next 12 months, the asset’s
current condition, and the active marketing efforts to
locate a buyer. The judgment involved in this assessment
is critical, as it directly impacts the presentation of these
assets in the financial statements. The Audit Committee
has reviewed these judgment to ensure they accurately
reflect the current market conditions and the company’s
objectives during the managed wind-down process.
The decision to prepare the annual accounts on a
basis other than going concern also necessitated a
reassessment of the amortised cost of loans payable.
This reassessment requires careful evaluation of cash
flows due to the anticipated disposal of investment
properties and the early repayment of loans, along
with the associated early repayment penalties. The
judgment required in this reassessment is crucial, as it
directly affects the presentation and measurement of
these liabilities in the financial statements. The Audit
Committee has reviewed these judgment to ensure they
accurately reflect the current financial conditions and the
company’s objectives during the managed wind-down
process.
Going Concern
On 24 June 2024, Shareholders voted against the
continuation of the Company and, on 23 July 2024,
approved a change in investment objective and investment
policy allowing the Company to proceed with a managed
wind-down and an orderly realisation of assets, returning
capital to Shareholders. The Company is therefore
preparing its financial statements on a basis other than
going concern.
Review of Financial Statements
The Committee is responsible for the review of the
Company’s Annual Report. The process is extensive,
requiring input from a number of different third party
service providers. The Committee reports to the Board on
whether, taken as a whole, the Annual Report and financial
statements are fair, balanced and understandable.
In so doing, the Committee has considered the
following matters:
.
the existence of a comprehensive control framework
surrounding the production of the Annual Report and
Financial Statements which includes a number of
different checking processes;
63Annual Report 2024
.
the existence of extensive levels of reviews as part
of the production process involving the depositary,
the AIFM, the Company Secretary and the Auditor
as well as the Committee’s own expertise;
.
the controls in place within the various third party service
providers to ensure the completeness and accuracy of
the financial records and the security
of the Company’s assets;
.
the externally audited internal control reports of
Aberdeen Group plc, and related service providers.
The Committee has reviewed the Annual Report and the
work undertaken by the third party service providers and
is satisfied that, taken as a whole, the Annual Report and
Financial Statements is fair, balanced and understandable.
The Committee has reported its findings to the Board
which in turn has made its own statement in this regard in
the Directors’ Responsibility Statement on page 61.
Review of Auditor
The Audit Committee has reviewed the effectiveness of
the Auditor including:
.
Independence: the Auditor discusses with the Audit
Committee, at least annually, the steps it takes to
ensure its independence and objectivity and makes the
Committee aware of any potential issues, explaining all
relevant safeguards;
.
Quality of audit work: (i) the ability to resolve issues
in a timely manner – the Audit Committee is confident
that identified issues are satisfactorily and promptly
resolved; (ii) its communications/presentation of outputs
– the Audit Committee is satisfied that the explanation of
the audit plan, any deviations from it and the subsequent
audit findings are comprehensible; and (iii) working
relationship with management – the Audit Committee
is satisfied that the Auditor has a constructive working
relationship with the Investment Manager; and,
.
Quality of people and service including continuity and
succession plans: the Audit Committee is satisfied
that the audit team is made up of sufficient, suitably
experienced staff.
The Audit Committee therefore supports the
recommendation to the Board that the reappointment of
the Auditor be put to Shareholders for approval at the AGM.
Tenure of the Auditor
KPMG has held office as Auditor since the incorporation
of the Company in 2017. In accordance with present
professional guidelines the audit partner will be rotated
after no more than five years and the year ended
31 December 2024 is the second year for which the
present partner has served. The Committee considers
KPMG, the Company’s auditor, to be independent of
the Company. Companies Act legislation requires listed
companies to tender the audit every 10 years and rotate
after a maximum of 20 years.
Caroline Gulliver
Audit Committee Chairman
10 April 2025
64 Annual Report 2024
Financial Statements
The audited net asset value (“NAV”) per share as at 31 December 2024 was
90.8c (GBp 75.3p), compared with the NAV per share of 93.4c (GBp 81.2p) at
the end of 2023, reflecting, with the interim dividends paid, a NAV total return of
0.9% (2023: -17.1%) for the year in euro terms.
65Annual Report 2024
Financial Statements
Independent Auditor’s Report to the Members of
abrdn European Logistics Income plc
[UPDATED AUDIT REPORT
TO BE SUPPLIED]
1. Our opinion is unmodified
We have audited the financial statements of abrdn
European Logistics Income plc (“the Company” or
“the Parent Company”) and its subsidiaries
(together “the Group”) for the year ended 31
December 2024 which comprise the Consolidated
Statement of Comprehensive Income, Consolidated
Balance Sheet, Consolidated Statement of Changes
in Equity, Consolidated Statement of Cash Flows,
Parent Company Balance Sheet, Parent Company
Statement of Changes in Equity, and the related
notes, including the accounting policies in notes 1
to the Group and Parent Company financial
statements.
In our opinion:
the financial statements give a true and fair
view of the state of the Group’s and of the
Parent Company’s affairs as at 31 December
2024 and of the Group’s net return for the year
then ended;
the Group financial statements have been
properly prepared in accordance with UK-
adopted international accounting standards;
the Parent Company financial statements have
been properly prepared in accordance with UK
accounting standards, including FRS 101
Reduced Disclosure Framework; and
the financial statements have been prepared in
accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (“ISAs
(UK)”) and applicable law. Our responsibilities are
described below. We believe that the audit
evidence we have obtained is a sufficient and
appropriate basis for our opinion. Our audit opinion
is consistent with our report to the audit
committee.
Independent
auditors report
to the members of abrdn European Logistics Income plc
We were first appointed as auditor by the shareholders
on 14 November 2017. The period of total uninterrupted
engagement is for the seven financial years ended 31
December 2024. We have fulfilled our ethical
responsibilities under, and we remain independent of the
Group in accordance with, UK ethical requirements
including the FRC Ethical Standard as applied to listed
public interest entities. No non-audit services prohibited
by that standard were provided.
Overview
Materiality:
Group financial
statements as a
whole
€6.7 m (2023:€6.9m)
1.0% (2023: 1.0%) of Total Assets
Key audit matters vs 2023
Recurring risks Valuation of investment
properties (Group)
◄►
Recoverability of
investment in subsidiaries
(Parent)
Entering
managed wind-
down phase
New: Impacts of managed
wind-down
◄►
66 Annual Report 2024
3. Key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial
statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by
us, including 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. We summarise below the key audit matters, in decreasing order of audit
significance, in arriving at our audit opinion above, together with our key audit procedures to address those matters and, as
required for public interest entities, our results from those procedures. There was one new KAM from 2023 which was the
Impacts of the Managed wind-down and we changed the parent company KAM from 2023 to be the recoverability of investment
in subsidiaries balance reflecting that this is now our greatest focus in the parent accounts given the Company is in the process of
disposing of its assets. These matters were addressed, and our results are based on procedures undertaken, in the context of,
and solely for the purpose of, our audit of the financial statements as a whole, and in forming our opinion thereon, and
consequently are incidental to that opinion, and we do not provide a separate opinion on these matters.
The risk Our response
Valuation of investment
properties
(€614.9 million*; 2023:
€653.7m*)
Refer to page 62 (Report of the
Audit Committee), page 81
(accounting policy) and page
88 (financial disclosures).
*includes €117.6m (2023:
€17.5m) of investment
properties held-for-sale
Subjective valuation
The carrying amount of the Group’s
property portfolio makes up 93%*
(2023: 94%*) of the Group’s total assets
by value.
Valuation of the Group’s investment
properties are performed by external
valuation advisers.
The valuation of investment property
requires significant judgement and
estimates by the Group and the
external valuation advisers. As a result
there is an inherent risk that the
subjective assumptions used in the
calculations of fair value are
inappropriate.
Following the announcement of the
managed wind-down, we anticipated
the emergence of additional evidence
from active marketing and offers
received, some of which may be
contradictory, that requires further
consideration and assessment by both
the Group and the external valuer.
The effect of these matters is that, as
part of our risk assessment, we have
determined that the valuation of
investment properties has a high
degree of estimation uncertainty, with
a potential range of reasonable
outcomes greater than our materiality
for the financial statements as a whole,
and possibly many times that amount.
The financial statements disclose the
sensitivity of the estimate to changes in
the capitalisation rate / discount rate/
equivalent yield and Estimated Rental
Value (‘ERV’).
We performed the detailed tests below (assisted by our own
real estate valuation specialists for procedures 3,4 and 5)
rather than seeking to rely on controls, because the nature of
the balance is such that we would expect to obtain audit
evidence primarily through the detailed procedures described:
Understanding of valuation approach: Challenged the
external valuers in order to understand the assumptions
and methodologies used in valuing the investment
properties and the market evidence used by the external
valuers to support their assumptions. In addition to this,
we performed inquiries of Group regarding the sales plan
and inspected relevant documentation such as offers
received and other marketing evidence.
Evaluate the design and implementation of the key
control: Obtained an understanding of the Group’s
involvement in the valuation process to assess whether
appropriate oversight has occurred.
Assessing valuer’s credentials: Critically assessed the
independence, professional qualifications, competence
and experience of the external valuer used by the Group
to determine whether there were any matters that might
have affected their objectivity or may have imposed
scope limitations upon their work.
Methodology choice: Challenged the methodology used
by the valuer in considering whether their valuations are
in accordance with RICS Valuation Professional Standards
‘the Red Book’ and relevant accounting standards.
Benchmarking assumptions: Challenged key assumptions
upon which the valuations were based for a risk-based
selection of properties, including those related to
estimated rental value, discount rate, and
yield/capitalisation rate by comparing them to our own
ranges derived from market data and other evidence.
Input assessment: Agreed observable inputs used in the
valuations, such as rental income, lease incentives, break
clauses and lease lengths back to lease agreements, for a
sample of properties.
Disclosure assessment: Critically assessed the adequacy
of the Group’s disclosures about the methods and
sensitivity to key assumptions made when estimating the
value of the investment properties.
Our results
We found the Group’s valuation of investment properties to
be acceptable (2023: acceptable).
2. Emphasis of matter non-going concern basis of preparation
We draw attention to the disclosure made in notes 1 to the Group and Parent Company financial statements which explains that
the financial statements are now not prepared on the going concern basis for the reason set out in that note. Our opinion is not
modified in respect of this matter.
67Annual Report 2024
The risk Our response
Impacts of managed wind-down
Refer to page 62 (Report of the Audit
Committee), page 77 (accounting
policy), page 88 (financial disclosures
for investment properties held for sale)
and page 92 (financial disclosure for
bank loans)
Accounting treatment
As set out in the Chairman's Statement,
following a Strategic Review, the
Shareholders voted in a favour of a new
investment policy to implement a managed
wind-down of the Company and therefore
the accounts are prepared on a non-going
concern basis. Arising from this, there is an
increased inherent risk that judgements
related to the following items may not
comply with the relevant accounting
standards, and that the appropriate
accounting treatment may not have been
applied accordingly:
Determination of whether a provision is
required under the relevant accounting
standards for costs associated with
business activities involved in the wind-
down.
Assessment of whether the held-for-sale
recognition criteria are met under the
relevant accounting standards for each
investment property held.
Evaluation of whether remeasurement
criteria are met for financial instruments
and lease liabilities in the financial
statements under the relevant
accounting standards.
Disclosure
There is an increased risk of inaccurate or
incomplete disclosure in the financial
statement and inconsistencies between the
financial statements and other information.
We performed the detailed tests below rather than
seeking to rely on controls, because the nature of the
amounts are such that we would expect to obtain
audit evidence primarily through the detailed
procedures described:
Evaluated the Group’s accounting memorandum
considering whether a provision is required under
relevant accounting standards and whether
remeasurements are required under the relevant
accounting standards and assess whether the
judgement complies with the relevant accounting
standards.
Evaluated the Group’s model for remeasuring
financial liability due to modification of cash flow
against accounting standards, assessed the
estimated cash flow with the Group’s disposal
plan and underlying loan agreement, and
recalculated the carrying amount.
Critically assessed the Group’s assessment of
assets held-for-sale against the recognition
criteria in the relevant accounting standards.
Read the other information and considered
whether the information therein is materially
misstated or inconsistent with the financial
statements or our audit knowledge.
Our results
We found the accounting treatment and disclosures
about the managed wind-down to be acceptable.
Recoverability of investment in
subsidiaries (Parent Company Key
Audit Matter)
(€103.9m; 2023: €109.7m)
Refer to page 62 (Report of the Audit
Committee) and page 110 (accounting
policy and financial disclosures).
Subjective estimate
The Parent Company’s investment in
subsidiaries accounts for 29.7% (2023:
30.0%) of its total assets. External market
conditions and broader performance issues
have affected subsidiary results.
Additionally, the Parent Company's net
assets exceeded the Group’s market
capitalisation at the balance sheet date,
increasing the risk of recoverability of these
investments. Thus, an impairment
assessment was needed at the year-end.
This assessment compared the carrying
value of the subsidiary investment to its
recoverable amount, which is the higher of
its value in use (VIU) or fair value less costs
of disposal (FVLCD). Key assumptions for
FVLCD include the fair value of subsidiaries
and disposal costs, with the fair value based
on subsidiary investment properties.
Our risk assessment found high degrees of
estimation uncertainty in determining the
recoverable amount of certain subsidiary
investments, with potential outcomes
exceeding our materiality for the financial
statements.
We performed the detailed tests below rather than
seeking to rely on controls, because the nature of the
balance is such that we would expect to obtain audit
evidence primarily through the detailed procedures
described:
Critically assessed the Group’s assessment of
whether there were any impairment indicators for
the Parent Company’s investment in subsidiaries,
including comparing the carrying value of the
Parent Company’s net assets with the Group’s
market capitalisation and considering the
subsidiaries’ business performance.
Assessed the appropriateness of the Parent
Company’s FVLCD methodology and the
appropriateness of the input assumptions used in
calculating the FVLCD.
Assessed whether the Parent Company’s
disclosures about the sensitivity of the outcome of
the impairment assessment to changes in key
assumptions reflect the risks inherent in the
recoverable amount of investment in subsidiaries.
Our results
We found the balance of the Parent Company’s
investments in subsidiaries and the related
impairment charge to be acceptable (2023:
acceptable).
68 Annual Report 2024
4. Our application of materiality and an overview
of the scope of our audit
Materiality for the Group financial statements as a
whole was set at €6.7m (2023: €6.9m), determined
with reference to a benchmark of total assets, of
which it represents 1.0% (2023: 1.0%).
Materiality for the Parent Company financial
statements as a whole was set at €3.6m (2023: €3.6m),
determined with reference to a benchmark of total
assets, of which it represents 1.0% (2023: 1.0%).
In line with our audit methodology, our procedures on
individual account balances and disclosures were
performed to a lower threshold, performance
materiality, so as to reduce to an acceptable level the
risk that individually immaterial misstatements in
individual account balances add up to a material
amount across the financial statements as a whole.
Group and Parent Company performance materiality
was set at 75% (2023: 75%) of materiality for the
financial statements as a whole, which equates to
€5.0m (2023: €5.2m), (Parent Company €2.7m (2023:
€2.7m)). We applied this percentage in our
determination of performance materiality because we
did not identify any factors indicating an elevated level
of risk.
In the prior year, we established a specific materiality
of €760k for the audit of the rental income balance.
However, given that the Group has announced a
managed wind-down, the primary objective of the
Group going forward is delivering capital returns.
Therefore, income return is no longer considered a
primary factor influencing the financial decisions made
by the users of the financial statements and hence we
did not apply a specific materiality to the rental
income balance in the current year.
We agreed to report to the Audit Committee any
corrected or uncorrected identified misstatements
exceeding €333k (2023: €347k), in addition to other
identified misstatements that warranted reporting on
qualitative grounds.
We do consider that the directors’ remuneration is
still of specific interest to users for qualitative
reasons and therefore we will investigate and
evaluate any discrepancies exceeding 1,000 based
on professional judgement.
Overview of the scope of our audit
This year, we applied the revised group auditing
standard in our audit of the consolidated financial
statements. The revised standard changes how an
auditor approaches the identification of
components, and how the audit procedures are
planned and executed across components. In
particular, the definition of a component has
changed, shifting the focus from how the entity
prepares financial information to how we, as the
group auditor, plan to perform audit procedures to
address group risks of material misstatement
(“RMMs”).
Group Total Assets
€661.2m (2023: €693.9m)
Group Materiality
€6.7m (2023: €6.9m))
Total assets
€6.7m
Whole financial
statements materiality (2023:
€6.9m)
€5.0m
Whole financial statements
performance materiality
(2023: €5.2m)
€333k
Misstatements reported to the
Audit Committee (2023: €347K)
We identified the Group as a whole to be a single component,
having considered our evaluation of the Group’s legal structure,
the investment property valuation approach across the Group,
the existence of common information systems, and our ability to
perform audit procedures centrally.
Accordingly, we performed audit procedures on the single
component. The audit was performed using the materiality and
performance materiality levels set out below:
Impact of controls on our Group audit
The Group uses service organisations in its administrative and
financial reporting processes. We identified the finance IT
systems and the consolidation system used by two of the
group’s service organisations, as the main IT systems relevant
to our audit. To assist us in understanding the IT general
controls of the main finance system for one service
organisation we made inquiries to understand the design of
the IT general controls for the main finance system and for the
other we obtained and read its Type 2 service organisation
controls report reflecting the availability of the controls report.
We took a fully substantive approach in all areas of our audit,
consistent with our approach noted within the key audit
matters in section 3 of our report, as we consider this to be a
more efficient and effective approach to gaining the
appropriate audit evidence. We did not plan to rely on any of
the Group’s controls in relation to any areas of our audit,
because the nature of the majority of the Group and Parent
Company’s balances, including the Group’s investment
properties and Parent Company’s investment in subsidiaries,
are such that we would expect to obtain audit evidence
primarily from substantive procedures.
69Annual Report 2024
5. Fraud and breaches of laws and regulations ability to
detect
Identifying and responding to risks of material misstatement
due to fraud
To identify risks of material misstatement due to fraud (“fraud
risks”) we assessed events or conditions that could indicate an
incentive or pressure to commit fraud or provide an opportunity
to commit fraud. Our risk assessment procedures included:
Enquiring of the directors of whether they are aware of fraud
and of the Group’s high-level policies and procedures to
prevent and detect fraud;
Reading Board and Audit Committee minutes; and
Assessing the segregation of duties in place between the
directors, the Administrators and the Group’s and Parent
Company’s Investment Manager.
As required by auditing standards, we perform procedures to
address the risk of management override of controls, in
particular to the risk that management may be in a position to
make inappropriate accounting entries.
On this audit we do not believe there is a fraud risk related to
revenue recognition because the Group’s income primarily arises
from operating lease contracts with fixed, or highly predictable,
periodic payments.
We did not identify any significant unusual transactions or
additional fraud risks.
We performed procedures including:
evaluating the design and implementation of the controls
over journal entries and other adjustments and made
inquiries of the Administrators about inappropriate or
unusual activity relating to the processing of journal entries
and other adjustments; and
identifying and selecting certain journal entries made at the
end of the reporting period and post-closing entries for
testing and comparing the identified entries to supporting
documentation.
Identifying and responding to risks of material misstatement
related to compliance with laws and regulations
We identified areas of laws and regulations that could reasonably
be expected to have a material effect on the financial statements
from our general commercial and sector experience and through
discussion with the directors, the Investment Manager and the
Administrators (as required by auditing standards) and discussed
with the directors the policies and procedures regarding
compliance with laws and regulations.
As the Group is regulated, our assessment of risks involved
gaining an understanding of the control environment including
the entity’s procedures for complying with regulatory
requirements.
The potential effect of these laws and regulations on the financial
statements varies considerably.
Firstly, the Group is subject to laws and regulations that
directly affect the financial statements including financial
reporting legislation (including related companies
legislation), distributable profits legislation, overseas taxation
legislation, and its qualification as an Investment Trust under
UK taxation legislation, any breach of which could lead to the
Parent Company losing various deductions and exemptions
from UK corporation tax, and we assessed the extent of
compliance with these laws and regulations as part of our
procedures on the related financial statement items.
We assessed the legality of the distributions made by the
Group in the period based on comparing the dividends paid
with the distributable reserves prior to each distribution,
including consideration of interim accounts filed during the
year.
Secondly, the Group is subject to many other laws and
regulations where the consequences of non-compliance could
have a material effect on amounts or disclosures in the
financial statements, for instance through the imposition of
fines or litigation. We identified the following areas as those
most likely to have such an effect: GDPR compliance, health
and safety legislation, money laundering, bribery and
corruption legislation, environmental protection legislation,
landlord and tenant legislation, building regulations, and
certain aspects of company legislation recognising the
financial and regulated nature of the Group’s and Parent
Company’s activities and its legal form.
Auditing standards limit the required audit procedures to
identify non-compliance with these laws and regulations to
enquiry of the directors and the Administrators and inspection
of regulatory and legal correspondence, if any. Therefore if a
breach of operational regulations is not disclosed to us or
evident from relevant correspondence, an audit will not detect
that breach.
Context of the ability of the audit to detect fraud or breaches
of law or regulation
Owing to the inherent limitations of an audit, there is an
unavoidable risk that we may not have detected some material
misstatements in the financial statements, even though we
have properly planned and performed our audit in accordance
with auditing standards. For example, the further removed
non-compliance with laws and regulations is from the events
and transactions reflected in the financial statements, the less
likely the inherently limited procedures required by auditing
standards would identify it.
In addition, as with any audit, there remained a higher risk of
non-detection of fraud, as these may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of
internal controls. Our audit procedures are designed to detect
material misstatement. We are not responsible for preventing
non-compliance or fraud and cannot be expected to detect
non-compliance with all laws and regulations.
70 Annual Report 2024
6. We have nothing to report on the other information in the
Annual Report
The directors are responsible for the other information
presented in the Annual Report together with the financial
statements. Our opinion on the financial statements does not
cover the other information and, accordingly, we do not express
an audit opinion or, except as explicitly stated below, any form
of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing
so, consider whether, based on our financial statements audit
work, the information therein is materially misstated or
inconsistent with the financial statements or our audit
knowledge. Based solely on that work we have not identified
material misstatements in the other information.
Strategic report and directors’ report
Based solely on our work on the other information:
we have not identified material misstatements in the
strategic report and the directors’ report;
in our opinion the information given in those reports for the
financial year is consistent with the financial statements; and
in our opinion those reports have been prepared in
accordance with the Companies Act 2006.
Directors’ remuneration report
In our opinion the part of the Directors’ Remuneration Report
to be audited has been properly prepared in accordance with
the Companies Act 2006.
Disclosures of emerging and principal risks and longer-term
viability
We are required to perform procedures to identify whether
there is a material inconsistency between the directors’
disclosures in respect of emerging and principal risks and the
viability statement, and the financial statements and our audit
knowledge.
Based on those procedures, other than the emphasis of matter
non-going concern referred to above, we have nothing
further material to add or draw attention to in relation to:
the directors’ confirmation on page 11 that they have
carried out a robust assessment of the emerging and
principal risks facing the Group, including those that would
threaten its business model, future performance, solvency
and liquidity;
the Emerging and Principal Risks disclosures describing
these risks and how emerging risks are identified, and
explaining how they are being managed and mitigated; and
the directors’ explanation in the Viability statement of how
they have assessed the prospects of the Group, over what
period they have done so and why they considered that
period to be appropriate, and their statement as to
whether they have a reasonable expectation that the
Group will be able to continue in operation and meet its
liabilities as they fall due over the period of their
assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
We are also required to review the Viability statement, set
out on page 15 under the Listing Rules. Based on the
above procedures, we have concluded that the above
disclosures are materially consistent with the financial
statements and our audit knowledge.
Our work is limited to assessing these matters in the
context of only the knowledge acquired during our
financial statements audit. As we cannot predict all future
events or conditions and as subsequent events may result
in outcomes that are inconsistent with judgements that
were reasonable at the time they were made, the absence
of anything to report on these statements is not a
guarantee as to the Group’s and Parent Company’s longer-
term viability.
Corporate governance disclosures
We are required to perform procedures to identify
whether there is a material inconsistency between the
directors’ corporate governance disclosures and the
financial statements and our audit knowledge.
Based on those procedures, we have concluded that each
of the following is materially consistent with the financial
statements and our audit knowledge:
the directors’ statement that they consider that the
annual report and 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 section of the annual report describing the work of
the Audit Committee, including the significant issues
that the audit committee considered in relation to the
financial statements, and how these issues were
addressed; and
the section of the annual report that describes the
review of the effectiveness of the Group’s risk
management.
We are required to review the part of the Corporate
Governance Statement relating to the Group’s compliance
with the provisions of the UK Corporate Governance Code
specified by the Listing Rules for our review. We have
nothing to report in this respect.
7. We have nothing to report on the other matters on
which we are required to report by exception
Under the Companies Act 2006, we are required to report
to you if, in our opinion:
adequate accounting records have not been kept by the
Parent Company, or returns adequate for our audit have
not been received from branches not visited by us; or
the Parent Company financial statements and the part of
the Directors’ Remuneration Report to be audited are
not in agreement with the accounting records and
returns; or
certain disclosures of directors’ remuneration specified
by law are not made; or
we have not received all the information and
explanations we require for our audit.
We have nothing to report in these respects.
71Annual Report 2024
8. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 61, the
directors are responsible for: the preparation of the financial
statements including being satisfied that they give a true and fair
view; such internal control as they determine is necessary to
enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error; assessing
the Group and Parent Company’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
they either intend to liquidate the Group or the Parent Company
or to cease operations, or have no realistic alternative but to do
so.
Auditor’s responsibilities
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 our
opinion in an auditor’s report. Reasonable assurance is a high
level of assurance, but does not 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 aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of the financial
statements.
A fuller description of our responsibilities is provided on the
FRC’s website at www.frc.org.uk/auditorsresponsibilities
.
The Company is required to include these financial statements in
an annual financial report prepared under Disclosure Guidance
and Transparency Rule 4.1.17R and 4.1.18R. This auditor’s report
provides no assurance over whether the annual financial report
has been prepared in accordance with those requirements.
9. The purpose of our audit work and to whom we owe our
responsibilities
This report is made solely to the Company’s members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act
2006. 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 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.
Matthew Humphrey (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
Canary Wharf, London
E14 5GL
10 April 2025
72 Annual Report 2024
Financial Statements
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2024
Notes
Year ended 31 December 2024
Year ended 31 December 2023
RevenueCapitalTotalRevenueCapitalTotal
€'000€'000€’000€'000€'000€’000
REVENUE
Rental income
2
31,499
-
31,499
33,435
-
33,435
Property service charge income
8,379
-
8,379
8,095
-
8,095
Other operating income
210
-
210
540
-
540
Total revenue
40,088
-
40,088
42,070
-
42,070
GAINS/(LOSSES) ON INVESTMENTS
Gains on disposal of investment properties
9
-
35
35
-
133
133
Change in fair value of investment properties
9
-
(6,284)
(6,284)
-
(106,878)
(106,878)
Total income and gains/(losses) on investments
40,088
(6,249)
33,839
42,070
(106,745)
(64,675)
EXPENDITURE
Investment management fee
(2,508)
-
(2,508)
(3,193)
-
(3,193)
Direct property expenses
(1,690)
-
(1,690)
(3,155)
-
(3,155)
Property service charge expenditure
(8,379)
-
(8,379)
(8,095)
-
(8,095)
SPV property management fees
(297)
-
(297)
(232)
-
(232)
Impairment loss on trade receivables
(605)
-
(605)
(1,237)
-
(1,237)
Other expenses
3
(4,105)
-
(4,105)
(3,583)
-
(3,583)
Total expenditure
(17,584)
-
(17,584)
(19,495)
-
(19,495)
Net operating return/(loss) before finance costs
22,504
(6,249)
16,255
22,575
(106,745)
(84,170)
FINANCE COSTS
Finance costs
4
(8,404)
(915)
(9,319)
(8,002)
(110)
(8,112)
Gains arising from the derecognition of derivative financial
-
13
13
-
313
313
instruments
Effect of fair value adjustments on derivative financial
-
(1,311)
(1,311)
-
(1,706)
(1,706)
instruments
Effect of foreign exchange differences
(145)
(282)
(427)
(67)
(146)
(213)
Net return before taxation
13,955
(8,744)
5,211
14,506
(108,394)
(93,888)
Taxation
5
(928)
(1,253)
(2,181)
(1,327)
13,414
12,087
Net return for the year
13,027
(9,997)
3,030
13,179
(94,980)
(81,801)
Total comprehensive return / (loss) for the year
13,027
(9,997)
3,030
13,179
(94,980)
(81,801)
Basic and diluted earnings per share
7
3.1¢
(2.4¢)
0.7¢
3.2¢
(23.0¢)
(19.8¢)
The accompanying notes are an integral part of the financial statements.
The total column of the Consolidated Statement of Comprehensive Income is the profit and loss account of the Company.
All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or
discontinued during the year.
73Annual Report 2024
Financial Statements
Consolidated Balance Sheet
As at 31 December 2024
Notes
As at 31 December 2024As at 31 December 2023
€’000€’000
NON-CURRENT ASSETS
Investment properties
9
497,319
636,187
Deferred tax asset
5
2,941
4,896
Total non-current assets
500,260
641,083
CURRENT ASSETS
Trade and other receivables
10
16,998
14,682
Cash and cash equivalents
11
25,011
18,061
Other assets
750
876
Derivative financial assets
15
366
1,690
Investment properties held for sale
9
117,609
17,500
Deferred tax asset - arising on held for sale
5
203
-
Total current assets
160,937
52,809
Total assets
661,197
693,892
CURRENT LIABILITIES
Bank loans
14
140,300
-
Leasehold liability
12
682
659
Trade and other payables
13
15,322
16,353
Deferred tax liability - arising on held for sale
5
4,028
-
Total current liabilities
160,332
17,012
NON-CURRENT LIABILITIES
Bank loans
14
96,315
256,524
Leasehold liability
12
23,717
23,694
Deferred tax liability
5
6,725
11,734
Total non-current liabilities
126,757
291,952
Total liabilities
287,089
308,964
Net assets
374,108
384,928
SHARE CAPITAL AND RESERVES
Share capital
16
4,717
4,717
Share premium
17
-
269,546
Special distributable reserve
18
145,016
152,099
Special distributable reserve II
17/18
269,546
-
Capital reserve
19
(74,197)
(64,200)
Revenue reserve
29,026
22,766
Equity shareholders' funds
374,108
384,928
Net asset value per share (cents)
8
90.8
93.4
The financial statements on pages 73 to 128 were approved and authorised for issue by the Board of Directors on
10 April 2025 and signed on its behalf by:
Caroline Gulliver
Independent Non-Executive Director
Company number: 11032222.
The accompanying notes are an integral part of the financial statements.
74 Annual Report 2024
Financial Statements
Consolidated Statement of Changes in Equity
For the year ended 31 December 2024
Notes
Special Special
Share Share distributable distributable Capital Revenue
capitalpremiumreservereserve IIreservereserveTotal
€'000€'000€'000€’000€'000€'000€'000
Balance at 31 December 2023
4,717
269,546
152,099
-
(64,200)
22,766
384,928
Total comprehensive return for the year
-
-
-
-
(9,997)
13,027
3,030
Cancellation of Share premium
-
(269,546)
-
269,546
-
-
-
Dividends paid
6
-
-
(7,083)
-
-
(6,767)
(13,850)
Balance at 31 December 2024
4,717
-
145,016
269,546
(74,197)
29,026
374,108
For the year ended 31 December 2023
Notes
Special Special
Share Share distributable distributable Capital Revenue
capitalpremiumreservereserve IIreservereserveTotal
€'000€'000€'000€’000€'000€'000€'000
Balance at 31 December 2022
4,717
269,546
164,851
-
30,780
20,083
489,977
Total comprehensive return for the year
-
-
-
-
(94,980)
13,179
(81,801)
Dividends paid
6
-
-
(12,752)
-
-
(10,496)
(23,248)
Balance at 31 December 2023
4,717
269,546
152,099
-
(64,200)
22,766
384,928
The accompanying notes are an integral part of the financial statements.
75Annual Report 2024
Financial Statements
Consolidated Statement of Cash Flows
For the year ended 31 December 2024
Notes
Year ended Year ended
31 December 202431 December 2023
€’000€’000
CASH FLOWS FROM OPERATING ACTIVITIES
Net return for the year before taxation
5,211
(93,888)
Adjustments for:
Change in fair value of investment properties
6,284
106,878
Gains on disposal of investment properties
(35)
(133)
Decrease in lease liability
383
272
Increase in trade and other receivables
(3,187)
(2,300)
Increase in trade and other payables
(879)
10
Change in fair value of derivative financial instruments
1,311
1,706
Result arising from the derecognition of derivative financial instruments
(13)
(313)
Finance costs
4
9,319
8,112
Tax paid
(1,966)
(1,092)
Cash generated by operations
16,428
19,252
Net cash inflow from operating activities
16,428
19,252
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditure and cost of disposal
56
(898)
Disposal of investment properties
33,200
18,500
Net cash inflow from investing activities
33,256
17,602
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid
6
(13,850)
(23,248)
Bank loans interest paid
(5,134)
(5,202)
Early termination fees
-
(110)
Bank loans repaid
(23,763)
(10,808)
Proceeds from derivative financial instruments
13
313
Net cash outflow from financing activities
(42,734)
(39,055)
Net increase/(decrease) in cash and cash equivalents
6,950
(2,201)
Opening balance 31 December 2023
18,061
20,262
Closing cash and cash equivalents
25,011
18,061
REPRESENTED BY
Cash at bank
11
25,011
18,061
The accompanying notes are an integral part of the financial statements.
76 Annual Report 2024
Financial Statements
Notes to the Financial Statements
1. Accounting policies
The consolidated financial statements of the Group for the year ended 31 December 2024 comprise the results of
abrdn European Logistics Income plc and its subsidiaries. The principal accounting policies adopted by the Group are
set out below, all of which have been applied consistently throughout the year.
(a) Basis of accounting
The consolidated financial statements have been prepared in accordance with UK-adopted international
accounting standards (“UK-adopted IFRS”), which comprise standards and interpretations approved by the
International Accounting Standards Board (‘IASB’), and International Accounting Standards and Standing
Interpretations Committee interpretations approved by the International Accounting Standards Committee
(‘IASC’) that remain in effect, and to the extent that they have been adopted by the United Kingdom, and the
Listing Rules of the UK Listing Authority.
The consolidated financial statements of the Group have been prepared under the historical cost convention
as modified by the measurement of investment property, investment properties held for sale, and derivative
financial instruments at fair value. The consolidated financial statements are presented in Euro.
In compliance with the AIC’s Statement of Recommended Practice: Financial Statements of Investment Trust
Companies and Venture Capital Trusts (Issued November 2014 and updated in October 2019 with consequential
amendments), the consolidated statement of comprehensive income is separated between capital and revenue
profits and losses.
Going Concern
At the Annual General Meeting held on 24 June 2024, in accordance with the Board’s recommendation, the
resolution concerning the continuation of the Company was not passed by Shareholders. At the General Meeting
held on 23 July 2024, the proposed revised Investment Policy for the implementation of a managed wind-down
of the Company was overwhelmingly approved by the Company’s Shareholders. Following the approval by
Shareholders of the revised investment objective and policy, the process of an orderly realisation of the Company’s
assets and a return of capital to Shareholders has begun. The Board will endeavour to realise the Company’s
investments in a manner that achieves a balance between maximising the value received from the sale of
investments and timely returns of net proceeds to Shareholders. Whilst the Directors are satisfied that the Company
has adequate resources to continue in operation throughout the wind-down period and to meet all liabilities as
they fall due, given that the Company is now in managed wind-down, the Directors consider it appropriate to adopt
a basis other than going concern in preparing the financial statements. No material adjustments to accounting
policies or the valuation basis have arisen as a result of ceasing to apply the going concern basis.
The Group ended the year with €25.0 million cash in hand. Following the announcement of the managed
wind-down, the revolving credit facility (“RCF”) of €70 million with Investec Bank was terminated in May 2024.
As detailed in note 14, there are currently eight bank facilities of which four are due to expire in 2025. The Board
is monitoring the expected disposal timelines of the underlying properties to achieve a balance between
maximising the value received from disposal of those properties and extending the associated loan facility with
the relevant banks. The Investment Manager has engaged with the Company’s partner banks and received
terms for possible short-term extensions of the facilities to allow for the orderly disposal of the properties,
if that were to conclude after the loan expiry date. In the event the Company is unable to secure refinancing
at attractive rates, the Company has the option to withhold proceeds from the disposal of properties to repay
the loans.
Under the terms of the debt agreements, each debt obligation is “ring fenced” within a sub-group of property
holding companies. These non-recourse loans range in maturities between 0.4 and 4.1 years with all-in interest
rates ranging between 1.10% and 3.05% per annum. All debts have a fixed rate or fixed rate nature by entering
into interest rate SWAPs and caps to manage exposure to potential interest rate fluctuations.
The permitted loan to value (“LTV”) ratios in the debt arrangements as at 31 December 2024 are between 45%
and 60% (soft breach limits). The “hard breach” LTV ratio covenants which give the lenders the right to exercise
their security are between 55% and 65%.
If the lenders were to adopt the valuations carried out for the purposes of these financial statements as at
31 December 2024, the ratios would be between 41% and 59% respectively. For the year ended 31 December 2024,
there were no hard or soft breaches of LTV ratio covenants. Based on the most recent covenant submissions to
lenders, there are two facilities with less than 5% headroom before a soft breach. The Directors believe that the
77Annual Report 2024
liquidity residing within the Group could be used for partial repayment of a loan in the event of a breach of LTV
limits on these facilities.
The permitted interest coverage ratios as at 31 December 2024, which give the lenders the right to exercise their
security, are between 200% and 300%.
The latest calculated interest coverage ratios (“ICR”) were between 208% and 1306% respectively. For the year
ended 31 December 2024, there were no breaches of ICR. The risk of ICR breach during the managed wind-
down period is limited.
The Board recognises the 22% share price discount to NAV, as at 31 December 2024 (24% as at 31 December
2023). The valuation of investment property is the main driver of the NAV, and was determined by Savills as
independent valuer. The Board is satisfied that the valuation exercise was performed in accordance with
RICS Valuation - Global Standards. As such, the Board has full confidence in the level of the NAV disclosed in
the financial statements at the reporting date. The Board expects the discount to narrow as the Company
progresses with the execution of the manged wind-down.
The Directors note that the real estate values during the year continued to decline and have stabilised towards
the end of the year. The Directors consider the decline will have no impact on the Group’s ability to comply with
debt covenants:
.
The Directors consider that in most cases there is sufficient or good headroom on covenant ratios.
.
The Group has a substantial cash balance, with the ability to increase those amounts further with certain
mitigating actions.
.
The Group has substantial unsecured properties.
.
The parent company, is not itself a party to any of the debt contracts (in any capacity including as borrower,
guarantor or security provider). The lenders would therefore not, in any event, have any recourse to the
ultimate parent under the debt contracts.
While the Company cannot predict the outcome of the above matters, based on the financial forecasts
prepared the Directors believe there are adequate resources to continue in operation throughout the wind-down
period and to meet all liabilities as they fall due. However, as the Company is now in managed wind-down, the
Directors consider it appropriate to adopt a basis other than going concern in preparing the financial statements.
New and revised standards and interpretations issued in the current year
The accounting policies adopted have been consistently applied throughout the year presented, unless otherwise
stated. This includes the below noted Standards, Interpretations and annual improvements to IFRS that became
effective during the year, which the group has incorporated in the preparation of the financial statements:
Annual improvements to IFRS Standards (effective 1 January 2024):
The Group has applied the following standards and amendments for the first time for its annual reporting period
commencing 1 January 2024:
Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants – Amendments
to IAS 1, the amendments clarify:
a) what is meant by a right to defer settlement;
b) that a right to defer settlement must exist at the end of the reporting period;
c) that classification is unaffected by the likelihood that an entity will exercise its deferral right; and
d) that only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of
a liability not impact its classification.
.
Lease Liability in a Sale and Leaseback – Amendments to IFRS 16, the amendments specify the requirements
that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction, to ensure
the seller-lessee does not recognise any amount of the gain or loss that relates to the right of use it retains.
.
Disclosures of Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7, the amendments specify
disclosure requirements to enhance the current requirements, which are intended to assist users of financial
statements in understanding the effect of supplier finance arrangements on an entity’s liabilities, cash flows
and exposure to liquidity risk. Also, they clarify the characteristics of supplier finance arrangements. In these
arrangements, one or more finance providers pay amounts an entity owes to its suppliers. The entity agrees to
settle those amounts with the finance providers according to the terms and conditions of the arrangements,
either at the same date or at a later date than that on which the finance providers pay the entity’s suppliers.
78 Annual Report 2024
The Board considered the impact of new and revised accounting standards, interpretations or amendments on
the Group. It was concluded that none have a material impact on the consolidated financial statements.
Certain new accounting standards and interpretations have been published for 31 December 2024 reporting
periods and have not been early adopted by the Group. As at 31 December 2024, the following standards are not
expected to have a material impact on the consolidated financial statements of the Group in the current or future
reporting periods and on foreseeable future transactions:
Standards and interpretations issued by IASB but not adopted by the United Kingdom and not yet effective:
.
Amendments to IAS 21 – Lack of Exchangeability (effective 1 January 2025).
.
Amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial Instruments (effective
1 January 2026)
.
Annual Improvements to IFRS Accounting Standards – Volume 11 (effective 1 January 2026)
.
IFRS 18 Presentation and Disclosure in Financial Statements (effective 1 January 2027)
.
IFRS 19 Subsidiaries without Public Accountability: Disclosures (effective 1 January 2027)
There are no other standards that are not yet effective and that would be expected to have a material impact on
the consolidated financial statements of the Group in the current or future reporting periods and on foreseeable
future transactions.
(b) Significant accounting judgements, estimates and assumptions
The preparation of the Group’s financial statements requires the directors to make judgements, estimates and
assumptions that affect the amounts recognised in the financial statements and contingent liabilities. However,
uncertainty about these judgements, assumptions and estimates could result in outcomes that could require a
material adjustment to the carrying amount of the asset or liability affected in future periods.
Key estimation uncertainties
Fair value of investment properties and investment properties held for sale is stated at fair value as at the balance
sheet date as set out in note 9 to these financial statements.
The determination of the fair value of investment properties requires the use of estimates such as future cash
flows from the assets, estimated inflation, market rents, discount rates, capitalisation rates, estimated rental value
and net initial and net equivalent property yields. The estimate of future cash flows includes consideration of the
repair and condition of the property, lease terms, future lease events, as well as other relevant factors for the
particular asset.
These estimates are based on local market conditions existing at the balance sheet date.
Held for sale assessment
Management has assessed the criteria for classification of investment properties as held for sale, including
the likelihood of sale within the next 12 months, the asset’s current condition, and the active marketing efforts
to locate a buyer. This assessment involves evaluating the probability and timing of the sale, which can be
influenced by market conditions and other external factors. The judgement made in this regard impacts the
presentation and measurement of these assets in the financial statements.
(c) Basis of consolidation
The consolidated financial statements comprise the accounts of the Company and its subsidiaries drawn up to
31 December 2024. Subsidiaries are consolidated from the date on which control is transferred to the Group and
cease to be consolidated from the date on which control is transferred out of the Group. The Group acquired
subsidiaries that own real estate properties. At the time of acquisition, the Group considered whether the acquisition
represented the acquisition of a business. The Group accounted for an acquisition as a business combination
where an integrated set of activities was acquired in addition to the property. More specifically, consideration
was made with regard to the extent to which significant processes were acquired and, in particular, the extent of
ancillary services provided by the Group (e.g. maintenance, cleaning, security, bookkeeping, and the like).
The significance of any process is judged with reference to the guidance in IAS 40 on ancillary services. When the
acquisition of subsidiaries did not represent a business, it is accounted for as an acquisition of a group of assets
and liabilities. The cost of the acquisition was allocated to the assets and liabilities acquired based upon their
relative fair values, and no goodwill or deferred tax is recognised.
79Annual Report 2024
(d) Functional and presentation currency
Items included in the consolidated financial statements of the Group are measured using the currency of the
primary economic environment in which the Company and its subsidiaries operate (“the functional currency”)
which in the judgement of the Directors is Euro. The financial statements are also presented in Euro. All figures in
the consolidated financial statements are rounded to the nearest thousand unless otherwise stated.
(e) Foreign currency
Transactions denominated in foreign currencies are converted at the exchange rate ruling at the date of the
transaction. Monetary and non-monetary assets and liabilities denominated in foreign currencies held at the
financial year end are translated using the foreign exchange rate ruling at that date. Any gain or loss arising from
a change in exchange rates subsequent to the date of the transaction is included as an exchange gain or loss to
capital or revenue in the Consolidated Statement of Comprehensive Income as appropriate. Foreign exchange
movements on investments are included in the Consolidated Statement of Comprehensive Income within gains
on investments.
(f) Revenue recognition
Rental income, including the effect of lease incentives, arising from operating leases (including those containing
fixed rent increases) is recognised on a straight line basis over the lease term. Service charge income represents
the charge to tenants for services the Group is obliged to provide under lease agreements. This income is
recorded gross within Income on the basis the Group is acting as principal, with any corresponding cost shown
within expenses. Interest income is accounted for on an effective interest rate basis.
(g) Expenses
All expenses, including the management fee, are accounted for on an accruals basis and are recorded through
the revenue column of the Consolidated Statement of Comprehensive Income. Gains or losses on investment
properties are recorded in the capital column.
(h) Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
Current tax is defined as the expected tax payable or receivable on the taxable income or loss for the year, using
tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in
respect of previous years.
Where corporation tax arises in subsidiaries, these amounts are charged to the Consolidated Statement of
Comprehensive Income. The current income tax charge is calculated on the basis of the tax laws enacted or
substantively enacted at the date of the balance sheet in the countries where the Group operates.
The Investment Manager periodically evaluates positions taken in tax returns with respect to situations in which
applicable tax regulation is subject to interpretation, and establishes provisions where appropriate on the basis of
amounts expected to be paid to the tax authorities.
Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities
in the consolidated financial statements and the corresponding tax bases used in the computation of taxable
profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets
are generally recognised for all deductible temporary differences to the extent that it is probable that taxable
profits will be available against which those deductible temporary differences can be utilised. Such deferred tax
assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than
in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the
accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from
the initial recognition of goodwill.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the year in
which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or
substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets
reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the
reporting period, to recover or settle the carrying amount of its assets and liabilities.
80 Annual Report 2024
The carrying values of the Group’s investment properties are assumed to be realised by sale at the end of
use. The capital gains tax rate applied is that which would apply on a direct sale of the property recorded in the
Consolidated Balance Sheet regardless of whether the Group would structure the sale via the disposal of the
subsidiary holding the asset, to which a different tax rate may apply. The deferred tax is then calculated based on
the respective temporary differences and tax consequences arising from recovery through sale, and accounted
for through the capital reserve.
(i) Investment properties
Investment properties are initially recognised at cost, being the fair value of consideration given, including
transaction costs associated with the investment property. Any subsequent capital expenditure incurred in
improving investment properties is capitalised in the year during which the expenditure is incurred.
After initial recognition, investment properties are measured at fair value, with the movement in fair value
recognised in the Consolidated Statement of Comprehensive Income and transferred to the Capital Reserve. Fair
value is based on the external valuation provided by Savills (2023: Savills), chartered surveyors, at the balance
sheet date undertaken in accordance with the RICS Valuation – Global Standards 2024, (Red Book), published
by the Royal Institution of Chartered Surveyors. The assessed fair value is reduced by the carrying amount of any
accrued income resulting from the spreading of lease incentives and/or minimum lease payments.
On derecognition, gains and losses on disposals of investment properties are recognised in the Consolidated
Statement of Comprehensive Income.
Non-current assets and investment properties held for sale
A non-current asset or a group of assets containing a non-current asset (a disposal group) is classified as held
for sale if its carrying amount will be recovered principally through sale rather than through continuing use, it is
available for immediate sale and sale is highly probable within one year. On initial classification as held for sale,
non-current assets and disposal groups are measured at the lower of previous carrying amount and fair value
less costs to sell with any adjustments taken to profit or loss.
Deferred tax classified as held for sale is measured in accordance with accounting policy as outlined in note 1 (h).
Investment properties held for sale continue to be recognised under the fair value model. On derecognition,
gains and losses on disposals of investment properties held for sale are recognised in the Consolidated
Statement of Comprehensive Income.
(j) Distributions
Interim distributions payable to the holders of equity shares are recognised in the Statement of Changes in
Equity in the year in which they are paid. An annual shareholder resolution is voted upon to approve the Group’s
distribution policy.
(k) Lease contracts
Operating lease contracts – the Group as lessor
The Group has entered into commercial property leases on its investment property portfolio. The Group has
determined, based on an evaluation of the terms and conditions of the arrangements, that it retains all the
significant risks and rewards of ownership of these properties and so accounts for leases as operating leases.
Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of
the leased asset and recognised as an expense on a straight-line basis over the lease term.
Operating and finance lease contracts - the Group as intermediate lessor
When the Group is an intermediate lessor, it accounts for its interest in the head lease and the sub-lease separately.
The Group assesses all leases where it acts as an intermediate lessor, based on an evaluation of the terms and
conditions of the arrangements.
Any head leases identified as finance leases are capitalised at the lease commencement present value of the
minimum lease payments discounted at an applicable discount rate as a right-of-use asset and leasehold liability.
Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate
on the finance balance outstanding. The interest element of the finance cost is charged to the Statement of
Comprehensive Income over the lease period.
(l) Share issue expenses
Incremental external costs directly attributable to the issue of shares that would otherwise have been avoided
are written off to share premium.
81Annual Report 2024
(m) Segmental reporting
The Group is engaged in property investment in Europe. Operating results are analysed on a geographic basis
by country. In accordance with IFRS 8 ‘Operating Segments’, financial information on business segments is
presented in note 20 of the Consolidated financial statements.
(n) Cash and cash equivalents
Cash and cash equivalents are defined as cash in hand, demand deposits, and other short-term highly liquid
investments readily convertible within three months or less to known amounts of cash and subject to insignificant
risk of changes in value.
(o) Financial instruments
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual
provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly
attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and
financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial
assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the
acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately
in the Consolidated Statement of Comprehensive Income.
Financial assets
Financial assets are measured at amortised cost, financial assets ‘at fair value through profit or loss’ (FVTPL),
or financial assets ‘at fair value through other comprehensive income’ (FVOCI). The classification is based on
the business model in which the financial asset is managed and its contractual cash flow characteristics.
All purchases and sales of financial assets are recognised on the trade date basis.
Financial assets at amortised cost
Financial assets at amortised cost are non-derivative financial assets with fixed or determinable payments that
are not quoted in an active market.
Loans and receivables (including trade and other receivables, and others) are subsequently measured at
amortised cost using the effective interest method, less any impairment. The Group holds the trade receivables
with the objective to collect the contractual cash flows.
Impairment of financial assets
The Group’s financial assets are subject to the expected credit loss model. For trade receivables, the Group
applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised
from initial recognition of the receivables. The expected loss rates are based on the payment profiles of tenants
over a period of twelve months before the measurement date, and the corresponding historical credit losses
experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking
information on macroeconomic factors affecting the liability of the tenants to settle the receivable.
Such forward-looking information would include:
.
significant financial difficulty of the issuer or counterparty; or
.
breach of contract, such as a default or delinquency in interest or principal payments; or
.
it becoming probable that the borrower will enter bankruptcy or financial re-organisation; or
.
the disappearance of an active market for that financial asset because of financial difficulties. The Group’s
financial assets are subject to the expected credit loss model. For trade receivables, the Group applies the
simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial
recognition of the receivables. The expected loss rates are based on the payment profiles of tenants over
a period of twelve months before the measurement date, and the corresponding historical credit losses
experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking
information on macroeconomic factors affecting the liability of the tenants to settle the receivable.
82 Annual Report 2024
Such forward-looking information would include:
.
changes in economic, regulatory, technological and environmental factors, (such as industry outlook, GDP,
employment and politics);
.
external market indicators; and
.
tenant base.
Financial liabilities
Financial liabilities are classified as ‘other financial liabilities’.
Other financial liabilities
Other financial liabilities (including borrowings and trade and other payables) are subsequently measured at
amortised cost using the effective interest method. The effective interest method is a method of calculating
the amortised cost of a financial liability and of allocating interest expense over the relevant year. The effective
interest rate is the rate that exactly discounts estimated future cash payments (including all fees paid or received
that form an integral part of the effective interest rate, transaction costs and other premiums or discounts)
through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying
amount on initial recognition.
(p) Derivative financial instruments
The Company used forward foreign exchange contracts to mitigate potential volatility of income returns and
to provide greater certainty as to the level of Sterling distributions expected to be paid in respect of the year
covered by the relevant currency hedging instrument. It does not seek to provide a long-term hedge for the
Company’s income returns, which will continue to be affected by movements in the Euro/Sterling exchange rate
over the longer term.
The Company used interest rate SWAPs and interest rate caps to mitigate potential volatility in interest rates and
income returns. Derivatives are measured at fair value calculated by reference to forward exchange rates for
contracts with similar maturity profiles. Changes in the fair value of derivatives are recognised in the Statement of
Comprehensive Income.
(q) Reserves
Share capital
This represents the proceeds from issuing Ordinary shares and is non-distributable.
Share premium
Share premium represents the excess consideration received over the par value of Ordinary shares issued and is
classified as equity and is non-distributable. Incremental costs directly attributable to the issue of Ordinary shares
are recognised as a deduction from share premium.
Special distributable reserve
The special reserve is a distributable reserve to be used for all purposes permitted by applicable legislation and
practice, including the buyback of shares and the payment of dividends.
Special distributable reserve II
The special reserve is a distributable reserve set up following the cancellation of amounts standing to the credit
of the share premium account to be used for capital distributions to shareholders as sufficient cash is generated
from asset sales under the managed wind-down policy.
Capital reserve
The capital reserve is a distributable reserve subject to applicable legislation and practice, and the following are
accounted for in this reserve:
.
gains and losses on the disposal of investment properties, which are distributable;
.
increases and decreases in the fair value of investment properties held at the year end, which are not
distributable.
Revenue reserve
The revenue reserve is a distributable reserve and reflects any surplus arising from the net return on ordinary
activities after taxation.
83Annual Report 2024
2. Rental income
Year ended Year ended
31 December 2024 31 December 2023
€'000 €'000
Rental income
31,499
33,435
Total rental income
31,499
33,435
Rental income includes amortisation of operating lease incentives granted.
3. Expenditure
Year ended Year ended
31 December 2024 31 December 2023
€'000 €'000
Professional fees
3,066
2,438
Audit fee for statutory services
485
412
Directors' fees
180
193
Depositary fees
50
122
Registrar fees
50
47
Stock exchange fees
27
37
Broker fees
71
93
Directors liability insurance expense
16
26
Employers NI
13
15
Other expenses
147
200
Total expenses
4,105
3,583
Audit fee for statutory services includes group audit fee of £283,600 plus VAT (2023: £253,000 plus VAT) and subsidiary
audit fee of €25,700 (2023: €24,100).
There were no non-audit services’ fees incurred in 2024 and 2023.
Professional fees included €1.2m of costs associated with the Strategic review, of which €0.5m was incurred on
technical and environmental due diligence of properties.
Future operating costs in relation to the managed wind-down will be expensed as incurred.
4. Finance costs
Year ended 31 December 2024
Year ended 31 December 2023
Revenue Capital Total Revenue Capital Total
€'000 €'000 €'000 €'000 €'000 €'000
Interest on bank loans
5,126
-
5,126
5,478
-
5,478
Amortisation of loan costs
1,779
-
1,779
2,129
-
2,129
Remeasurement of loan liability
1,159
915
2,074
-
-
-
Bank interest
340
-
340
395
-
395
Early loan repayment cost
-
-
-
110
110
Total finance costs
8,404
915
9,319
8,002
110
8,112
Following the announcement of the managed wind-down the Group intends to repay a number of loans prior to
maturity. The amortised cost of bank loans was therefore remeasured and any unamortised balance of loan issue
cost was fully amortised as at 31 December 2024. The remeasurement of loan liability costs includes an estimated
€915,000 in loan break-up costs for the Erlensee and Flörsheim loans to DZ Hyp. Early termination cost is treated as
capital within the Consolidated Statement of Comprehensive Income.
84 Annual Report 2024
5. Taxation
The Company is resident in the United Kingdom for tax purposes. The Company is approved by HMRC as an
investment trust under sections 1158 and 1159 of the Corporation Tax Act 2010. In respect of each accounting year
for which the Company continues to be approved by HMRC as an investment trust the Company will be exempt from
UK taxation on its capital gains. The Company is, however, liable to UK Corporation tax on its income. The Company
is able to elect to take advantage of modified UK tax treatment in respect of its ‘‘qualifying interest income’’ for an
accounting year, referred to as the ‘‘streaming’’ regime. Under regulations made pursuant to the Finance Act 2009,
the Company may, if it so chooses, designate as an ‘‘interest distribution’’ all or part of the amount it distributes to
Shareholders as dividends, to the extent that it has ‘‘qualifying interest income’’ for the accounting year. Were the
Company to designate any dividend it pays in this manner, it would be able to deduct such interest distributions
from its income in calculating its taxable profit for the relevant accounting year. The Company should in practice be
exempt from UK corporation tax on dividend income received, provided that such dividends (whether from UK or
non-UK companies) fall within one of the ‘‘exempt classes’’ in Part 9A of the CTA 2010. There was no change of the
Corporate tax rate in 2024 (2023: increase from 19% to 25% on 1 April 2023).
(a) Tax charge in the Group Statement of Comprehensive Income
Year ended 31 December 2024
Year ended 31 December 2023
Revenue Capital Total Revenue Capital Total
€'000 €'000 €'000 €'000 €'000 €'000
Current taxation:
Overseas taxation
928
482
1,410
1,327
440
1,767
Deferred taxation:
Overseas taxation
-
771
771
-
(13,854)
(13,854)
Total taxation
928
1,253
2,181
1,327
(13,414)
(12,087)
Current taxation charged to capital of €482,000 (2023: €440,000) relates to capital gains tax paid on disposal of
investment property.
Reconciliation between the tax charge and the product of accounting profit/(loss) multiplied by the applicable
tax rate for the year ended 31 December 2024.
Year ended 31 December 2024
Year ended 31 December 2023
Revenue Capital Total Revenue Capital Total
€'000 €'000 €'000 €'000 €'000 €'000
Net result before taxation
13,955
(8,744)
5,211
14,506
(108,394)
(93,888)
Theoretical tax at UK corporation tax
3,489
(2,186)
1,303
3,413
(25,495)
(22,082)
rate of 25% (2023: Blended rate of
23.52% - 19% to 1 April 2023 and
25% from 1 April 2023)
Effect of:
Losses where no deferred taxes have
been recognised
-
1,590
1,590
-
13,535
13,535
Impact of different tax rates on foreign
(234)
426
192
(1,460)
(1,855)
(3,315)
jurisdictions
Expenses that are not deductible/
(932)
1,423
491
459
401
860
income that is not taxable
Other adjustments
(648)
-
(648)
-
-
-
Impact of UK interest distributions
(747)
-
(747)
(1,085)
-
(1,085)
from the Investment Trust
Total taxation on return
928
1,253
2,181
1,327
(13,414)
(12,087)
85Annual Report 2024
(b) Tax in the Group Balance Sheet
2024 2023
€'000 €'000
Deferred tax assets:
On overseas tax losses
3,036
4,740
On other temporary differences
108
156
Total taxation on return
3,144
4,896
2024 2023
€'000 €'000
Deferred tax assets:
Deferred tax assets non-current
2,941
4,896
Deferred tax assets current - arising on investment properties
203
-
held for sale
Total taxation on return
3,144
4,896
2024 2023
€'000 €'000
Deferred tax liabilities:
Differences between tax and derivative valuation
53
422
Differences between tax and property valuation
10,700
11,312
Total taxation on return
10,753
11,734
2024 2023
€'000 €'000
Deferred tax liabilities:
Deferred tax liabilities non-current
6,725
11,734
Deferred tax liabilities current - arising on investment properties
4,028
-
held for sale
Total taxation on return
10,753
11,734
There was no change of the Corporate tax rate in 2024 (2023: increase from 19% to 25% on 1 April 2023).
No deferred tax asset has been recognised (2023: nil) on estimated UK tax losses.
The Group has subsidiaries in France, Germany, Netherlands, Poland and Spain. There are no changes to tax
rates in each country expected to have a material impact on the Group.
Tax losses for which deferred tax asset was recognised expire as follows:
2024
2023
Tax losses Tax losses
carried Deferred carried Deferred
forward tax asset forward tax asset
€’000
€’000
Expiry date
€’000
€’000
Expiry date
Expire
791
150
2025-2027
2,645
563
2024-2027
Never expire
14,425
2,886
-
16,828
4,177
-
Total
15,216
3,036
19,473
4,740
86 Annual Report 2024
6. Dividends
Year ended Year ended
31 December 2024 31 December 2023
€'000 €'000
2023
Fourth interim dividend not declared/paid
-
5,812
(2022
Fourth Interim: 1.41c /1.20p)
2024
First interim dividend of 1.41c/1.21p per Share paid
5,812
5,812
5 July 2024
(2023
First interim: 1.41c /1.23p)
2024
Second interim dividend of 0.90c/0.77p per Share paid
3,710
5,812
27 September 2024
(2023
Second interim: 1.41c/1.22p)
2024
Third interim dividend of 1.05c/0.87p per Share paid
4,328
5,812
31 December 2024
(2023
Third interim: 1.41c/1.23p)
Total Dividends Paid
13,850
23,248
A fourth interim dividend for 2024 of 0.97c/0.81p per share was paid on 31 March 2025 to Shareholders on the
register on 28 February 2025. Although this payment relates to the year ended 31 December 2024, under IFRS it
will be accounted for in the year in which it has been paid.
7. Earnings per share (Basic and Diluted)
Year ended Year ended
31 December 2024 31 December 2023
Revenue net return attributable to Ordinary shareholders (€'000)
13,027
13,179
Weighted average number of shares in issue during the year
412,174,356
412,174,356
Total revenue return per ordinary share
3.1¢
3.2¢
Capital return attributable to Ordinary shareholders (€'000)
(9,997)
(94,980)
Weighted average number of shares in issue during the year
412,174,356
412,174,356
Total capital return per ordinary share
(2.4¢)
(23.0¢)
Total return per ordinary share
0.7¢
(19.8¢)
Earnings per share is calculated on the revenue and capital loss for the year (before other comprehensive
income) and is calculated using the weighted average number of shares in the year of 412,174,356 shares
(2023: 412,174,356 shares).
87Annual Report 2024
8. Net asset value per share
2024
2023
Net assets attributable to shareholders (€'000)
374,108
384,928
Number of shares in issue at 31 December
412,174,356
412,174,356
Net asset value per share
90.8¢
93.4¢
9. Investment properties
2024 2023
€'000 €'000
Opening carrying value
636,187
776,616
Acquisition costs, disposal costs and capital expenditure
31
329
Proceeds from disposal of investment property
(15,700)
(18,500)
Realised gain on disposal
265
133
Right of use asset reassessment
429
1,988
Decrease in leasehold liability
(379)
(272)
Valuation losses
(6,915)
(106,935)
Movements in lease incentives
1,010
328
Movements in investment properties held for sale
(117,609)
(17,500)
Total carrying value at 31 December
497,319
636,187
Movements in investment property held for sale can be analysed as follows:
2024 2023
€'000 €'000
Opening carrying value
17,500
-
Transfer to investment property held for sale
117,609
17,500
Disposal of investment property held for sale
(17,500)
-
Disposal costs
230
-
Realised loss on disposal
(230)
-
Total carrying value at 31 December
117,609
17,500
On 25 March 2024 the Company announced the sale of its Meung-Sur-Loire warehouse in France for €17,500,000
which generated a realised loss on disposal of €230,000. On 2 December 2024 the Company announced the sale of
the warehouse in Oss in the Netherlands for €15,700,000 which generated a realised gain on disposal of €265,000.
The properties in Poland and two properties in Spain were classified as held for sale as at 31 December 2024 and
were valued at €117.6m. The Spanish assets were disposed of on 22 January 2025. See note 25 for details.
88 Annual Report 2024
Valuation methodology
The Investment Manager appoints a suitable valuer (such appointment is reviewed on a periodic basis) to undertake a
valuation of all the direct real estate investments on a quarterly basis. The valuation is undertaken in accordance with
the RICS Valuation – Global Standards (‘Red Book Global Standards’) effective from 31 January 2022, published by the
Royal Institution of Chartered Surveyors.
Valuations were performed by Savills (2023: Savills), an accredited independent valuer with a recognised and relevant
professional qualification. The valuer has sufficient current local and national knowledge of the particular property
markets involved and has the skills and understanding to undertake the valuations competently.
The Investment Manager meets with the valuer on a quarterly basis to ensure the valuer is aware of all relevant
information for the valuation and any change in the investments over the quarter. The Investment Manager then
reviews and discusses draft valuations with the valuer to ensure correct factual assumptions are made prior to the
valuer issuing a final valuation report. Where known, the property valuer takes account of deleterious materials included
in the construction of the investment properties in arriving at its estimate of fair value when the Investment Manager
advises of the presence of such materials. The majority of the leases are on a full repairing and insurance basis and as
such the Group is not liable for costs in respect of repairs or maintenance to its investment properties.
The fair value of investment property is determined using either the discounted cash flow or traditional method.
Choice of methodology for a particular jurisdiction is determined by the valuers independently, based on local market
practices. Both valuation methodologies are in accordance with RICS guidelines and used in determining the fair value
of investment properties.
Discounted cash flow methodology is based on the future annual net cash flow over a hold period of 10 years.
The calculation of fair value using this method includes:
.
Present value of the cashflow generated through the future net operating income from the investment property
over the hold period.
.
Present value of the exit value (sale price) at the end of the 10-year hold period.
The rate used to calculate the present value of cashflow is the Discount Rate. The rate used to calculate the exit value at
the end of hold period is called the Capitalisation Rate (exit cap rate). Fair value is calculated using rates that the valuer
considers appropriate for the specific investment property.
The traditional method requires an assessment of rental value (the market rent) and a market-based yield. The yield
can be simply defined as the annual return on investment expressed as a percentage of capital value. The traditional
method can reflect income streams which are under-rented and over-rented by incorporating risk within the yield
choice (i.e., an all risks yield) and by structuring the calculation appropriately, for example a term and reversion for
under-rented income streams and a hardcore and top-slice for over-rented income streams. This will require the valuer
to reflect risk in each element of the calculation, e.g., increasing the yield above the market in the top-slice to reflect
the added risk of an above market rent being paid for a specified period, or reducing the yield in the term to reflect that
a below market rent is being paid until the reversion is due. These ‘traditional’ approaches are typically referred to as
being growth implicit, meaning that rental growth is built into the choice of yield and not explicitly modelled within the
calculation.
As at 31 December 2024 and 31 December 2023 the German, French, Polish and Spanish assets were valued using the
discounted cash flow method, and Netherlands properties using the traditional method. The fair value of investment
properties amounted to €593,991,000 (2023: €633,806,000).
The difference between the fair value and the value per the Consolidated Balance Sheet for Investment properties
and Investment properties held for sale at 31 December 2024 consists of adjustments for lease incentive assets and
the Den Hoorn lease liability separately recognised in the balance sheet of €3,462,000 and €24,399,000 respectively
(2023: €4,472,000 and €24,353,000). Further details of the Den Hoorn lease are disclosed in note 12.
The following disclosure is provided in relation to the adoption of IFRS 13 Fair Value Measurement. All properties are
deemed Level 3 for the purposes of fair value measurement and the current use of each property is considered the
highest and best use.
89Annual Report 2024
Fair value Fair value Range Range
Country 2024 2023 Valuation Key Unobservable (weighted average) (weighted average)
and sector €'000 €’000 techniques inputs 2024 2023
Netherlands -
173,200
191,700
Traditional
ERV
€609,052 -
€3,695,185
€578,180 -
€3,242,079
Logistics Method (€2,542,168) (€2,192,655)
Equivalent yield
5.00% - 6.25% (5.57%)
4.58% - 5.65% (4.98%)
Germany -
59,300
63,200
Discounted
Capitalisation rate
4.50% - 4.70% (4.62%)
4.60% - 4.65% (4.63%)
Logistics Cash Flow
Discount rate
6.00% - 6.20% (6.08%)
5.60% - 6.10% (5.80%)
ERV
€1,481,502 -
€2,016,994
€1,486,034 -
€2,088,971
(€1,799,366) (€1,849,513)
France -
77,345
99,380
Discounted
Capitalisation rate
4.95% - 5.00% (4.96%)
4.50% - 5.25% (4.75%)
Logistics Cash Flow
Discount rate
6.45% - 7.05% (6.57%)
6.00% - 8.00% (6.45%)
ERV
€430,900 -
€2,590,707
€430,900 -
€2,590,794
(€1,826,559) (€1,704,072)
Poland -
88,890
90,390
Discounted
Capitalisation rate
6.40% - 6.65% (6.54%)
6.10% - 6.50% (6.28%)
Logistics Cash Flow
Discount rate
7.60% - 8.00% (7.74%)
7.65% - 8.05% (7.80%)
ERV
€1,867,527 -
€2,186,059
€1,843,811 -
€2,099,948
(€2,006,817) (€1,955,779)
Spain -
195,256
189,136
Discounted
Capitalisation rate
4.75% - 5.25% (4.97%)
4.75% - 5.00% (4.89%)
Logistics Cash Flow
Discount rate
6.50% - 7.50% (6.87%)
6.25% - 7.50% (6.78%)
ERV
€486,749 -
€2,568,852
€486,749 -
€2,568,852
(€1,549,050) (€1,546,589)
Sensitivity analysis
The table below presents the sensitivity of the valuation to changes in the most significant assumptions underlying
the valuation of investment property.
All non-current assets other than financial instruments, deferred tax assets and trade receivables are non-UK based.
Effect on valuation Effect on valuation
2024 2023
Country and sector
Assumption
Movement
€’000 €’000
Equivalent Yield
+50 basis points Equivalent Yield
(14,800)
(32,613)
(2023: +100 basis points Equivalent Yield)
-50 basis points Equivalent Yield
17,600
49,116
Netherlands - Logistics (2023: -100 basis points Equivalent Yield)
ERV
-5% ERV (2023: -10% ERV)
(6,600)
(14,444)
+5% ERV (2023: +10% ERV)
6,600
14,571
Capitalisation
+50 basis points (2023: +100 basis points)
(23,295)
(46,886)
Germany - Logistics
-50 basis points (2023: -100 basis points)
28,409
70,530
France - Logistics
Discount
+50 basis points (2023: +100 basis points)
(15,507)
(32,213)
Poland - Logistics
-50 basis points (2023: -100 basis points)
16,267
35,405
Spain - Logistics
ERV
-5% ERV (2023: -10% ERV)
(13,288)
(25,854)
+5% ERV (2023: +10% ERV)
13,206
22,978
Due to the observed reduction in the pace of decline in investment property valuations during 2024, attributed to
improved market conditions, sensitivity analysis for 2024 has been conducted based on 50 basis points variation in
capitalisation and discount rates and 5% variation in ERV. This analysis aims to provide a more accurate reflection of
the current market environment and its potential impact on property valuations.
90 Annual Report 2024
10. Trade and other receivables
2024 2023
€'000 €'000
Trade debtors
9,748
11,197
Bad debt provisions
(573)
(1,821)
Lease incentives
3,462
4,472
Deposit on sale of Investment properties held with notary
2,970
-
Tax receivables
930
562
VAT receivable
455
270
Other receivables
6
2
Total receivables
16,998
14,682
Lease incentives include accrued income resulting from the spreading of lease incentives and/or minimum lease
payments over the term of the lease. A proportion of this balance relates to periods over 12 months.
The ageing of trade debtors is as follows:
2024 2023
€'000 €'000
Less than 6 months
8,523
9,433
Between 6 & 12 months
79
1,493
Over 12 months
1,146
271
Total receivables
9,748
11,197
11. Cash and cash equivalents
2024 2023
€'000 €'000
Cash at bank
25,011
18,061
Total cash and cash equivalents
25,011
18,061
12. Leasehold liability
2024 2023
€'000 €'000
Maturity analysis - contractual undiscounted cash flows
Less than one year
682
659
One to two years
682
659
Two to three years
682
659
Three to four years
682
659
Four to five years
682
659
More than five years
25,900
26,218
Total undiscounted lease liabilities
29,310
29,513
91Annual Report 2024
2024 2023
€'000 €'000
Lease liability included in the statement of financial position
Current
682
659
Non - Current
23,717
23,694
Total lease liability included in the statement of financial position
24,399
24,353
On 15 January 2020 the Group acquired a logistics warehouse in Den Hoorn. The property is located on land owned
by the local municipality and leased to the Group on a perpetual basis. The Group reserves the option to acquire the
freehold ownership on 1 July 2044 for the total sum of €15,983,000. The annual ground lease payments amount to
€682,000 per annum (2023: €659,000 per annum), the present value of these future payments (assuming the option
to acquire the freehold is exercised) being €24,399,000 as at 31 December 2024.
13. Trade and other payables
2024 2023
€'000 €'000
Trade payables
2,496
4,729
Tenant deposits
3,759
4,008
Rental income received in advance
3,912
3,994
Deposit on sale of Investment properties
2,970
-
Accruals
869
1,681
VAT payable
743
1,172
Management fee payable
573
729
Accrued acquisition and development costs
-
40
Total payables
15,322
16,353
14. Bank loans
2024 2023
€'000 €'000
Bank borrowing drawn
235,700
259,462
Loan issue costs paid
(6,384)
(6,384)
Accumulated amortisation of loan issue costs
5,224
3,446
Remeasurement of loan liability
2,075
-
Total bank loans
236,615
256,524
Following the announcement of the managed wind-down the Group intends to repay a number of loans prior to
maturity. The amortised cost of bank loans was therefore remeasured and any unamortised balance of loan issue
cost was fully amortised as at 31 December 2024.
92 Annual Report 2024
2024 2023
€'000 €'000
Maturity less than 1 year
140,300
-
Maturity above 1 year
96,315
256,524
Total receivables
236,615
256,524
The above loans are secured on the following properties on a non-recourse basis.
Fixed
interest rate
Loan (including
Country
Property
Lender
(€’000)
Start date
End date
margin)
Germany
Erlensee
DZ Hyp
17,800
20/02/2019
31/01/2029
1.62%
Germany
Flörsheim
DZ Hyp
12,400
18/02/2019
30/01/2026
1.54%
France
Avignon
BayernLB
22,000
12/02/2019
12/02/2026
1.57%
Netherlands
Ede + Waddinxveen
Berlin Hyp
34,300
06/06/2019
06/06/2025
1.35%
Netherlands
's Heerenberg
Berlin Hyp
11,000
27/06/2019
27/06/2025
1.10%
Netherlands
Den Hoorn + Zeewolde
Berlin Hyp
43,200
15/01/2020
14/01/2028
1.38%
Spain
Madrid Gavilanes 4 + Madrid
ING Bank
51,000
26/09/2022
26/09/2025
3.05%
Coslada + Barcelona
Spain
Madrid Gavilanes 1 + 2 + 3
ING Bank
44,000
07/07/2022
07/07/2025
2.72%
235,700
2.02%
The difference of €915,000 between the above table and figures presented in the consolidated balance sheet
consists of loan break costs of lender DZ Hyp calculated from expected payment date to loan expiry date (2023: nil)
and recognised as remeasurement of bank loans, following the managed wind-down plan.
Reconciliation of movements of liabilities to cash flows arising from financing activities.
Bank Bank Financial
borrowings interest Derivatives Total
€’000 €’000 €’000 ’000
Balance at 1 January 2024
256,524
16
1,690
258,230
Cash flow from financing activities:
Bank loans interest repaid
-
(5,134)
-
(5,134)
Bank loans repaid
(23,762)
-
-
(23,762)
Non-cash movement:
Amortisation of capitalised borrowing costs
1,778
-
-
1,778
Remeasurement of loan liability
2,075
-
-
2,075
Termination of derivative financial instruments
-
-
(13)
(13)
Changes in fair value of financial instruments
-
-
(1,311)
(1,311)
Change in creditors for loan interest payable
-
5,143
-
5,143
Balance at 31 December 2024
236,615
25
366
237,006
93Annual Report 2024
Bank Bank Financial
borrowings interest Derivatives Total
€’000 €’000 €’000 ’000
Balance at 1 January 2023
265,532
-
3,709
269,241
Cash flow from financing activities:
Bank loans interest repaid
-
(5,202)
-
(5,202)
Bank loans repaid
(10,808)
-
-
(10,808)
Non-cash movement:
Amortisation of capitalised borrowing costs
2,129
-
-
2,129
Capitalised borrowing costs
(329)
-
-
(329)
Termination of derivative financial instruments
-
-
(313)
(313)
Changes in fair value of financial instruments
-
-
(1,706)
(1,706)
Change in creditors for loan interest payable
-
5,218
-
5,218
Balance at 31 December 2023
256,524
16
1,690
258,230
15. Derivative financial instruments
2024 2023
€'000 €'000
Interest rate swap
366
1,690
366
1,690
During the 2022 financial year ASELI Leon B.V entered into an agreement with ING Bank N.V for a loan facility of
€25.35 million at an interest rate payable of EURIBOR plus 1.9%. In order to mitigate the interest rate risk, it entered a
fixed floating interest rate swap for the notional amount of €23.52 million against an all-in fixed rate of 3.05% over the
three year loan term expiring September 2025. The remaining €1.83 million drawn on the loan facility was capped
at all-in fixed rate of 4.15%. Following repayment of the loan in amount of €10.81 million on 3 May 2023, the company
terminated €8.98 million of interest rate swaps and €1.83 million cap realising a gain on termination of €313,000.
The notional amount of fixed floating interest rate swap amounts to €14.54 million as at 31 December 2024.
AELI Madrid Logistics 1 S.L.U has an agreement with ING Bank N.V for a loan facility of €44 million at an interest rate
payable of EURIBOR plus 1.15%. In order to mitigate the interest rate risk, it entered a fixed floating interest rate swap
for the notional amount of €40 million against an all-in fixed rate of 2.57% over the three year loan term expiring July
2025.The remaining €4 million drawn on the loan facility is capped at all-in fixed rate of 4.15%. The notional amount
of fixed floating interest rate swap amounts to €40 million and cap to €4 million as at 31 December 2024.
AELI Madrid Logistics 2 S.L.U has an agreement with ING Bank N.V for a loan facility of €39.3 million at an interest
rate payable of EURIBOR plus 1.15%. In order to mitigate the interest rate risk, it entered a fixed floating interest
rate swap for the notional amount of €36.5 million against an all-in fixed rate of 3.05% over the three year loan
term expiring September 2025. The remaining €2.8 million drawn on the loan facility is capped at all-in fixed rate
of 4.15%. On 10 July 2024 the Company repaid the loan of €2.86 million. Following repayment of the loan, the
company terminated €2.86 million of interest rate swaps realising a gain on termination of €13,000. The notional
amount of fixed floating interest rate swap amounts to €36.4 million as at 31 December 2024.
94 Annual Report 2024
16. Share capital
2024 2023
€'000 €'000
Opening balance
4,717
4,717
Balance as at 31 December
4,717
4,717
Ordinary shareholders participate in all general meetings of the Company on the basis of one vote for each share held.
Each Ordinary share has equal rights to dividends and equal rights to participate in a distribution arising from a winding
up of the Company. The Ordinary shares are not redeemable.
The number of Ordinary shares authorised, issued and fully paid at 31 December 2024 was 412,174,356
(2023: 412,174,356).
The nominal value of each share is £0.01.
17. Share premium
2024 2023
€'000 €'000
Opening balance
269,546
269,546
Cancellation of share premium
(269,546)
-
Balance as at 31 December
-
269,546
On 6 November 2024 the Board of the Company announced details of its proposal to implement a B Share
mechanism to facilitate the return of capital to Shareholders as part of the managed wind-down. The Board believes
that one of the fairest and most efficient ways of returning substantial amounts of cash to Shareholders is by means
of a bonus issue of redeemable B Shares (with a nominal value of one penny each) which would then be immediately
redeemed by the Company in consideration for a cash payment equal to the amount treated as paid up on the issue
of the B Shares. The use of B Shares will enable the Company to return capital on a strictly pro rata basis, ensuring
that no individual Shareholder or group of Shareholders is disadvantaged. B Shares will be issued to Shareholders
(at no cost to Shareholders) pro rata to their holdings of Ordinary Shares at the time of issue of the B Shares and,
shortly thereafter, redeemed and cancelled in accordance with their terms for an amount not exceeding the
amount treated as paid up on the issue of the B Shares. The Company will not allot any fractions of B Shares, and the
entitlement of each Shareholder will be rounded down to the nearest whole B Share.
On 23 July 2024 shareholders approved in General Meeting the cancellation of the amount standing to the credit
of the Company’s Share Premium account. Subsequently, on 24 September 2024, the Court issued a sealed order
confirming the proposal to cancel the Share Premium account and the cancellation certificate was registered at
Companies House on 26 September 2024.
The implementation of B Shares mechanism was approved by the Shareholders on 22 November 2024. As of result
the Share Premium of the Company was cancelled and its balance was moved to Special Distributable Reserve II.
95Annual Report 2024
18. Special distributable reserve
Special distributable reserve
2024 2023
€'000 €'000
Opening balance
152,099
164,851
Dividends paid
(7,083)
(12,752)
Balance as at 31 December
145,016
152,099
At a General Meeting held on 8 November 2017, a special resolution was passed authorising, conditional on the
issue of Ordinary shares by the Company, the amount standing to the credit of the share premium account of
the Company following issue to be cancelled. In order to cancel the Share Premium account the Company was
required to obtain a Court Order, which was received on 13 March 2018. A Statement of Capital form was lodged
at Companies House with a copy of the Court Order on 16 March 2018. With effect from that date the amount of
the share premium account cancelled was credited as a Special Distributable Reserve in the Company’s books of
account. Further details of the dividends paid from the special distributable reserve are provided in note 7 of the
parent company accounts.
Special distributable reserve II
2024 2023
€'000 €'000
Opening balance
-
-
Cancellation of share premium
269,546
-
Balance as at 31 December
269,546
-
Due to the implementation of B Shares mechanism, approved by the Shareholders on 22 November 2024, the Share
Premium of the Company was cancelled and its balance was moved to Special Distributable Reserve II.
19. Capital reserves
Realised capital Unrealised Total capital
reserve gains/(losses) reserve
€'000 €'000 €'000
Opening balance
2,951
(67,151)
(64,200)
Deferred taxation
-
(771)
(771)
Change in fair value of investments
(8,629)
2,345
(6,284)
Gains on disposal of investment properties
35
-
35
Taxation on disposal of investment
(482)
-
(482)
properties
Early repayment cost due to
remeasurement of loan liability
(915)
-
(915)
Movement in fair value gains on derivative
-
(1,311)
(1,311)
financial instruments
Gains arising from the derecognition of
derivative financial instruments
13
-
13
Currency losses during the year
-
(282)
(282)
Balance as at 31 December 2024
(7,027)
(67,170)
(74,197)
96 Annual Report 2024
Realised capital Unrealised Total capital
reserve gains/(losses) reserve
€'000 €'000 €'000
Opening balance
(2)
30,782
30,780
Deferred taxation
1,124
12,730
13,854
Change in fair value of investments
1,933
(108,811)
(106,878)
Gains on disposal of investment properties
133
-
133
Taxation on disposal of investment
(440)
-
(440)
properties
Early loan repayments costs
(110)
-
(110)
Movement in fair value gains on derivative
-
(1,706)
(1,706)
financial instruments
Gains arising from the derecognition of
derivative financial instruments
313
-
313
Currency losses during the year
-
(146)
(146)
Balance as at 31 December 2023
2,951
(67,151)
(64,200)
20. Operating segments
The Group’s reportable segments are the geographical areas in which it operates. These operating segments reflect
the components of the Group that are regularly reviewed to allocate resources and assess performance.
Parent
Netherlands Poland Germany Spain France Company Total
2024 €'000 €'000 €'000 €'000 €'000 €'000 €'000
Total assets
210,000
95,012
61,499
205,141
84,439
5,106
661,197
Total liabilities
118,644
5,759
33,061
101,749
27,034
842
287,089
Total comprehensive return
4,617
1,642
1,093
(2,362)
1,270
6,767
13,027
for the year (revenue)
Total Comprehensive return
(3,750)
(1,334)
(4,281)
4,037
(4,388)
(281)
(9,997)
for the year (capital)
Included in total
comprehensive income
Change in fair value of
investment properties
(3,270)
(1,250)
(3,909)
6,220
(4,075)
-
(6,284)
Rental income
12,062
5,368
3,296
7,038
3,735
-
31,499
97Annual Report 2024
Parent
Netherlands Poland Germany Spain France Company Total
2023 €'000 €'000 €'000 €'000 €'000 €'000 €'000
Total assets
224,723
94,759
64,670
198,564
108,816
2,360
693,892
Total liabilities
128,459
5,832
33,044
100,070
40,107
1,452
308,964
Total comprehensive return
3,588
1,623
182
(2,568)
197
10,157
13,179
for the year (revenue)
Total Comprehensive return
(28,319)
(2,126)
(4,319)
(54,376)
(6,031)
191
(94,980)
for the year (capital)
Included in total
comprehensive income
Change in fair value of
investment properties
(36,416)
(2,892)
(4,913)
(54,187)
(8,470)
-
(106,878)
Rental income
11,808
5,068
3,242
9,259
4,058
-
33,435
21. Financial instruments and investment properties
Fair value hierarchy
IFRS 13 requires the Group to classify its financial instruments held at fair value using a hierarchy that reflects the
significance of the inputs used in the valuation methodologies. These are as follows:
Level 1 – quoted prices in active markets for identical investments;
Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates,
prepayments, credit risk, etc.); and
Level 3 – significant unobservable inputs.
The following table shows an analysis of the fair values of investment properties recognised in the balance sheet by
level of the fair value hierarchy:
Level 1 Level 2 Level 3 Total fair value
31 December 2024 €'000 €'000 €'000 €'000
Investment properties
-
-
497,319
497,319
Investment properties held for sale
-
-
117,609
117,609
Level 1 Level 2 Level 3 Total fair value
31 December 2023 €'000 €'000 €'000 €'000
Investment properties
-
-
636,187
636,187
Investment properties held for sale
-
-
17,500
17,500
The lowest level of input is the underlying yields on each property which is an input not based on observable
market data.
98 Annual Report 2024
Level 1 Level 2 Level 3 Total fair value
31 December 2024 €'000 €'000 €'000 €’000
Derivative financial asset
-
366
-
366
Level 1 Level 2 Level 3 Total fair value
31 December 2023 €'000 €'000 €'000 €’000
Derivative financial asset
-
1,690
-
1,690
The lowest level of input is EUR:GBP exchange rate for forward foreign currency contracts. The lowest level of
inputs for Interest rate SWAPs and Caps are current market interest rates and yield curve over the remaining term
of the instrument.
Level 1 Level 2 Level 3 Total fair value
31 December 2024 €'000 €'000 €'000 €’000
Bank loans
-
235,580
-
235,580
Level 1 Level 2 Level 3 Total fair value
31 December 2023 €'000 €'000 €'000 €’000
Bank loans
-
253,667
-
253,667
Bank loans are measured at amortised cost. The fair value is estimated using discounted cash flows with the current
interest rates and yield curve applicable to each loan. As at 31 December 2024 the estimated fair value of the
Group’s bank loans is €235,580,000 (2023: €253,667,000). The amortised cost is €236,615,000 (2023: €256,524,000).
These amounts include repayment penalties payable on expected early settlement of loans due to the managed
wind-down.
22. Risk management
The Group’s financial instruments comprise securities and other investments, cash balances, loans and debtors and
creditors that arise directly from its operations; for example, in respect of sales and purchases awaiting settlement,
and debtors for accrued income. The Group also has the ability to enter into derivative transactions in the form of
forward foreign currency contracts, futures and options, for the purpose of managing currency and market risks
arising from the Group’s activities. The Group also has the ability to enter into derivative transactions to hedge against
fluctuations in the cost of borrowing as a result of changes in interest rates.
The main risks the Group faces from its financial instruments are (a) market price risk (comprising of (i) interest rate
risk, (ii) foreign currency risk and (iii) other price risk), (b) liquidity risk and (c) credit risk.
(a) Market price risk
The fair value or future cash flows of a financial instrument held by the Group may fluctuate because of changes
in market prices. This market risk comprises three elements - interest rate risk, foreign currency risk and other
price risk.
(i) Market risk arising from interest rate risk
Interest rate movements may affect the level of income receivable on cash deposits. The possible effects on
fair value and cash flows that could arise as a result of changes in interest rates are taken into account when
making investment and borrowing decisions.
99Annual Report 2024
Interest risk profile
The interest rate risk profile of the portfolio of financial assets and liabilities at the year end were as follows:
Interest Local Foreign Euro
rate currency exchange equivalent
As at 31 December 2024 % '000 rate €'000
Assets:
Euro
3.00
20,510
1.00
20,510
Pound Sterling
4.75
3,471
0.83
4,182
Polish Zloty
5.25
1,344
4.27
319
Total
25,011
Interest Local Foreign Euro
rate currency exchange equivalent
As at 31 December 2023 % '000 rate €'000
Assets:
Euro
4.00
17,457
1.00
17,457
Pound Sterling
5.25
180
0.87
207
Polish Zloty
5.25
1,723
4.35
397
Total
18,061
The floating rate assets consist of cash deposits on call earning interest at prevailing market rates.
An increase of 100bps in interest rates as at the reporting date would have increased the reported profit and
equity shareholders’ funds by €250,110 (2023: €180,610). Other Comprehensive Income and Capital Reserves
would have been €589,387 (2023: €1,253,958) higher as a result of an increase in the fair value of the derivative
designated as interest rate swaps and €7,597 (2023: €63,684) higher as a result of an increase in the fair value of
the derivative designated as interest rate caps on floating rate borrowings.
A decrease of 100bps in interest rates would have reduced the reported profit and equity shareholders’ funds by
€250,110 (2023: €180,610). Other Comprehensive Income and the Capital Reserve would have been €589,387
(2023: €1,253,952) lower as a result of a decrease in the fair value of the derivative designated as interest rate
swaps and €572 (2023: €29,261) lower as a result of a decrease in the fair value of the derivative designated as
interest rate caps on floating rate borrowings.
Other financial assets and liabilities (e.g. debtors, creditors) are not subject to interest rate risk. The rates of
interest on the bank loans are fixed or hedged until the end of their term hence not subject to any interest rate
risk. Further details are disclosed in note 15.
(ii) Market risk arising from foreign currency risk
The income and capital value of the Groups investments and liabilities can be affected by exchange rate
movements as some of the Group’s assets and income are denominated in currencies other than Euro which
is the Group’s reporting currency.
The revenue account is subject to currency fluctuation arising from overseas income.
100 Annual Report 2024
Foreign currency risk profile
Foreign currency risk exposure by currency of denomination:
Net monetary Total currency
exposure exposure
As at 31 December 2024 €'000 €'000
Pound Sterling
3,704
3,704
oty
319
319
Total foreign currency
4,023
4,023
Euro
(244,843)
(244,843)
Total
(240,820)
(240,820)
Net monetary Total currency
exposure exposure
As at 31 December 2023 €'000 €'000
Pound Sterling
(680)
(680)
oty
397
397
Total foreign currency
(283)
(283)
Euro
(268,476)
(268,476)
Total
(268,759)
(268,759)
The asset allocation between specific markets can vary from time to time based on the Investment
Manager’s opinion of the attractiveness of the individual markets.
Foreign currency sensitivity
The following table details the Group’s sensitivity to a 10% increase and decrease in Sterling and Polish Zloty
against the Euro and the resultant impact that any such increase or decrease would have on net return
before tax and equity shareholders’ funds. The sensitivity analysis includes only outstanding foreign currency
denominated monetary items and adjusts their translation at the year end for a 10% change in foreign.
As at 31 December 2024 As at 31 December 2023
€'000 €'000
Polish Złoty
32
40
Pound Sterling
370
(68)
(iii) Market risk arising from other price risk
Other price risks (i.e. changes in market prices other than those arising from interest rate or currency risk)
may affect the value of the quoted investments. The carrying amount for financial assets approximates to the
fair value of trade and other receivables (note 10) and trade and other payables (note 13).
Other price risk sensitivity
If the investment property valuation fell by 10% at 31 December 2024, the decrease in total assets and return
before tax would be €59m (2023: €63m). If the investment property valuation rose by 10% at 31 December 2024,
the increase in total assets and return before tax would be €59m (2023: €63m). Exposures vary throughout the
year as a consequence of changes in the net assets of the Group arising out of the investment property and risk
management processes.
101Annual Report 2024
(b) Liquidity risk
This is the risk that the Group will encounter difficulty in meeting obligations associated with financial liabilities.
All creditors are payable within three months.
The Group’s liquidity risk is managed by the Investment Manager placing cash in liquid deposits and accounts.
Liquidity risk is the risk that the Group will encounter in realising assets or otherwise raising funds to meet financial
commitments and also includes:
The level of dividends and other distributions to be paid by the Group may fluctuate and there is no guarantee
that any such distributions will be paid.
Following the announcement of the managed wind-down and as the Group progresses with the disposal of
properties, its ability to generate income will diminish. Consequently, the Group has revised its dividend policy
to align with the reduced income levels. Therefore, liquidity risk is not considered to be significant.
(c) Credit risk
This is the risk of failure of the counterparty to a transaction to discharge its obligations under that transaction
that could result in the Group suffering a loss.
The risk is not considered significant by the Board, and is managed as follows:
The Group has acquired a portfolio of European logistics properties and has a number of leases with tenants.
In the event of default by a tenant, the Group will suffer a rental shortfall and incur additional costs until the
property is re-let, including legal expenses, in maintaining, insuring and re-letting the property. The Board
receives regular reports on concentrations of risk and any tenants in arrears. The Investment Manager monitors
such reports in order to anticipate and minimise the impact of defaults by tenants. Cash is held only with
reputable financial institutions with high quality external credit ratings.
None of the Group’s financial assets is secured by collateral.
The maximum credit risk exposure as at 31 December 2024 was €38.5m (2023: €28.3m). This was due to trade
receivables and cash as per notes 10 and 11.
All cash is placed with financial institutions with a credit rating of -A or above. Bankruptcy or insolvency may
cause the Group’s ability to access cash placed on deposit to be delayed or limited. Should the credit quality
or the financial position of the financial institutions currently employed significantly deteriorate, the Investment
Manager would move the cash holdings to another financial institution. There are no significant concentrations
of liquidity risk within the Group.
(d) Taxation and Regulation risks
The Company must comply with the provisions of the Companies Act and, as the shares are admitted to the
closed ended investment funds segment of the Official List, the Listing Rules and the Disclosure Guidance and
Transparency Rules. A breach of the Companies Act could result in the Company and/or the Board being fined or
being the subject of criminal proceedings. Breach of the Listing Rules could result in the shares being suspended
from listing. Legal and regulatory changes could occur that may adversely affect the Company. The Company has
obtained UK Investment Trust Company status. The Company must comply with the provisions of sections 1158
and 1159 of the Corporation Tax Act 2010 and Part 2 Chapter 1 of Statutory Instruments 2011/2999 to maintain this
status. Breaching these regulations could result in the Company paying UK Corporation Tax it would otherwise be
exempt from, adversely affecting the Company’s ability to pursue its investment objective.
Capital management
The Group considers that capital comprises issued Ordinary shares and long-term borrowings. The Group’s
capital is deployed in the acquisition and management of subsidiaries in line with the Group’s original investment
objective, which was to provide a regular and attractive level of income return together with the potential for
long-term income and capital growth from investing in high quality European logistics real estate. The following
investment limits and restrictions apply to the Group and its business which, where appropriate, are measured at
the time of investment and once the Group is fully invested:
.
the Group will only invest in assets located in Europe;
.
no more than 50 per cent. of Gross Assets will be concentrated in a single country;
102 Annual Report 2024
.
no single asset may represent more than 20 per cent. of Gross Assets;
.
forward funded commitments will be wholly or predominantly pre-let and the Group’s overall exposure to
forward funded commitments will be limited to 20 per cent. of Gross Assets;
.
the Group’s maximum exposure to any single developer will be limited to 20 per cent. of Gross Assets;
.
the Group will not invest in other closed-ended investment companies;
.
the Group may only invest in assets with tenants which have been classified by the Investment Manager’s
investment process as having strong financial covenants; and
.
no single tenant will represent more than 20 per cent. of the Group’s annual gross income measured annually.
Following the approval of the managed wind-down plan and revised Investment Policy, the Group’s primary
use of cash is to maintain sufficient liquidity for operations, repay debt as it falls due, and return surplus cash to
Shareholders. The Group may from time to time have surplus cash (for example, following the disposal of an
investment). Pending return to Shareholders, it is expected that any surplus cash will be temporarily invested in
cash equivalents, money market instruments, bonds, commercial paper or other debt obligations with financial
institutions or other counterparties having a single –A (or equivalent) or higher credit rating as determined by an
internationally recognised rating agency; or ‘‘government and public securities’’ as defined for the purposes of
the FCA rules.
The Group monitors capital primarily through regular financial reporting and also through a gearing policy.
The Group used gearing to improve shareholder returns. Debt is typically secured at the asset level and
potentially at the Group level with or without a charge over some or all of the Group’s assets, depending on the
optimal structure for the Group and having consideration to key metrics including lender diversity, cost of debt,
debt type and maturity profiles. Borrowings is typically non-recourse and secured against individual assets or
groups of assets and the aggregate borrowings at asset level will always be subject to an absolute maximum,
calculated at the time of drawdown for a property purchase, of 50 per cent. of Gross Assets. Where borrowings
are secured against a group of assets, such group of assets shall not exceed 25 per cent. of Gross Assets in
order to ensure that investment risk remains suitably spread. The Board has established gearing guidelines
for the Investment Manager in order to maintain an appropriate level and structure of gearing within the
parameters set out above. Under these guidelines, aggregate borrowings at asset level are expected to be at or
around 35 per cent. of gross assets. The Board will keep the level of borrowings under review and the aggregate
borrowings will always be subject to the absolute maximum set at the time of the Group’s launch, calculated at
the time of drawdown for a property purchase, of 50 per cent of Gross Assets. The carrying value of the Groups
bank borrowings as at 31 December 2024, excluding any early repayment penalty costs, was €235,700,000
(2023: €259,462,000).
Contractual undiscounted maturities
All financial liabilities presented as current are payable within 3 months. The analysis of financial liabilities is below:
Within 1 year 1-2 years 2-5 years Over 5 years Total
As at 31 December 2024 €’000 €’000 €’000 €’000 €’000
Bank loans
143,764
35,523
62,955
-
242,242
Lease liability
682
682
2,046
25,900
29,310
Trade liabilities
15,322
-
-
-
15,322
Total
159,768
36,205
65,001
25,900
286,874
Within 1 year 1-2 years 2-5 years Over 5 years Total
As at 31 December 2023 €’000 €’000 €’000 €’000 €’000
Bank loans
5,182
156,823
90,759
17,824
270,588
Lease liability
659
659
1,977
26,218
29,513
Trade liabilities
16,353
-
-
-
16,353
Total
22,194
157,482
92,736
44,042
316,454
103Annual Report 2024
23. Related party transactions
The Company’s Alternative Investment Fund Manager (‘AIFM’) throughout the year was abrdn Fund Managers
Limited (“aFML”). Under the terms of a Management Agreement dated 17 November 2017 the AIFM is appointed to
provide investment management services, risk management services and general administrative services including
acting as the Company Secretary.
Under the terms of the agreement portfolio management services are delegated by aFML to abrdn Investments
Ireland Limited (‘aIIL’). Effective 1 August 2024 the Company has paid lower management fees at the rate of 0.5%
(reduced from 0.75%) and additional disposal fees between 0.65% and 0.75% depending on the net disposal
proceeds realised on sale of investment properties. In addition, with effect from 23 July 2024, the Management
Agreement became terminable by the Company or aFML on not less than three months’ notice with such notice
not to be served before 31 March 2025. The total management fees charged to the Consolidated Statement of
Comprehensive Income during the year were €2,508,000 (2023: €3,193,000), of which €573,000 (2023: €729,000)
were payable at the year end. Under the terms of a Global Secretarial Agreement between aFML and abrdn Holdings
Limited (‘aHL’), company secretarial services are provided to the Company by aHL. There are no separate fees
payable by the Company to aHL for these services.
A promotional and marketing budget fee of £114,000 (2023: £214,000) was approved for 2024/2025 at the July 2024
Board meeting which is payable to abrdn Investment Management Limited (‘aIML’). As at 31 December 2024
£96,418 was payable (31 December 2023: £214,000).
The remuneration of Directors is detailed below. Further details on the Directors can be found on pages 58 to 60.
2024 2023
€’000 €’000
Tony Roper
66
62
Caroline Gulliver
51
49
John Heawood
43
41
Diane Wilde
20
41
Balance as at 31 December
180
193
Please note the above figures are all Euro, while those in the directors remuneration report are stated in GBP.
The Directors’ shareholdings are detailed below.
31 December 2024 31 December 2023
Ordinary shares Ordinary shares
Tony Roper
122,812
122,812
Caroline Gulliver
90,000
90,000
John Heawood
60,000
60,000
Diane Wilde
N/A
74,375
Diane Wilde resigned from the position of non-executive Director in June 2024.
104 Annual Report 2024
24. Lease analysis
The group leases out its investment properties under operating leases.
The future income under operating leases, based on the unexpired lease length at the year end was as follows
(based on total rents and excluding annual CPI adjustments).
2024 2023
€’000 €’000
Less than one year
32,437
33,884
Between one and two years
30,474
32,370
Between two and three years
28,802
29,584
Between three and four years
27,508
26,086
Between four and five years
25,084
23,689
Over five years
100,845
89,742
Total
245,150
235,355
The largest single tenant at the year end accounted for 10.7 per cent (31 December 2023: 10.7 per cent) of the
annualised rental income at 31 December 2024.
The Group has entered into commercial property leases on its investment property portfolio. These leases have
remaining lease terms of between 1 and 22 years.
25. Post balance sheet events
On 22 January 2025, the Group sold the Barcelona and Madrid Calle Rumania warehouses in Spain for €29.7m realising
a loss of €0.5m. As at 31 December 2024, the properties were valued at €29.7m (2023: €26.9m). Following completion of
sale, €17.7m of loans were repaid to ING Bank and full termination of €17.7m interest rate swaps and caps took place.
A fourth interim dividend of 0.97c/0.81p per share was paid on 31 March 2025 to Shareholders on the register on
28 February 2025.
Pursuant to the authority received from Shareholders at the general meeting held on 22 November 2024, the Board
resolved on 27 February 2025 to return approximately £16.5 million in aggregate to Shareholders via an issue of
B Shares. B Shares of one penny each were paid up from the Company’s special distributable reserve II, created
by the recent cancellation of the share premium account, and issued to all Shareholders by way of a bonus issue
on the basis of 4 B Shares for every 1 Ordinary Share. The B Shares were issued on 7 March 2025 and immediately
redeemed at one penny per B Share. The Redemption date in respect of this B Share issue was 7 March 2025.
26. Capital commitments
As at the 31 December 2024 the Group had capital commitments of €nil (2023: €nil).
27. Ultimate parent company
In the opinion of the Directors on the basis of shareholdings reviewed by them, the Company has no immediate or
ultimate controlling party.
105Annual Report 2024
Parent Company Balance Sheet
As at 31 December 2024
Notes
2024
€’000
2023
€’000
Non-current assets
Investment in subsidiaries 2 103,870 109,670
Group loans receivable 3 166,422 249,311
270,292 358,981
Current assets
Group loans receivable 3 70,140 -
Group loan interest receivable 3 3,483 2,897
Cash and cash equivalents 5,059 2,348
Other receivables 415 336
79,097 5,581
Total assets 349,389 364,562
Current liabilities
Trade and other payables 4 1,166 1,713
1,166 1,713
Non-current liabilities
Bank loans 5 - (39)
Total liabilities 1,166 1,674
Net assets 348,223 362,888
Represented by:
Share capital 6 4,717 4,717
Share premium 6 - 269,546
Special distributable reserve 6 145,016 152,099
Special distributable reserve II 6 269,546 -
Capital reserve (71,056) (63,474)
348,223 362,888
The Directors have taken advantage of the exemption available under Section 408 of the Companies Act 2006 and not
presented an income statement or a statement of comprehensive income for the Company alone.
The loss made by the Parent Company in the year was €815,000 (2023: loss of €45,246,000).
The financial statements on pages 106 to 117 were approved and authorised for issue by the Board of Directors on
10 April 2025 and signed on its behalf by:
Caroline Gulliver
Independent Non-Executive Director
Company number: 11032222.
The accompanying notes are an integral part of the financial statements.
106 Annual Report 2024
Parent Company Statement of Changes in Equity
For the year ended 31 December 2024
Notes
Share
Capital
€'000
Share
Premium
€'000
Special
Distributable
Reserve
€'000
Special
Distributable
Reserve II
€’000
Revenue
Reserve
€'000
Capital
Reserve
€'000
Total
€'000
As at 31 December 2023 4,717 269,546 152,099 - - (63,474) 362,888
Total comprehensive
income /(loss)
- - - - 6,767 (7,582) (815)
Cancellation of Share premium - (269,546) - 269,546 - - -
Dividends paid - - (7,083) - (6,767) - (13,850)
As 31 December 2024 4,717 - 145,016 269,546 - (71,056) 348,223
For the year ended 31 December 2023
Notes
Share
Capital
€'000
Share
Premium
€'000
Special
Distributable
Reserve
€'000
Special
Distributable
Reserve II
€’000
Revenue
Reserve
€'000
Capital
Reserve
€'000
Total
€'000
As at 31 December 2022 4,717 269,546 164,851 - - (7,732) 431,382
Total comprehensive income - - - - 10,496 (55,742) (45,246)
Dividends paid - - (12,752) - (10,496) - (23,248)
As 31 December 2023 4,717 269,546 152,099 - - (63,474) 362,888
The accompanying notes are an integral part of the financial statements.
107Annual Report 2024
Parent Company Notes to the Financial Statements
1. Accounting policies
The principal accounting policies, all of which have been applied consistently throughout the period, are set out below.
(a) Basis of accounting
Basis of preparation of financial statements
The Parent Company financial statements have been prepared in accordance with FRS 101 Reduced Disclosure
Framework and the Companies Act 2006 (the Act). FRS 101 sets out a reduced disclosure framework for a
‘qualifying entity’ as defined in the standard which addresses the financial reporting requirements and disclosure
exemptions in the individual financial statements of qualifying entities that otherwise apply the recognition,
measurement and disclosure requirements of UK-adopted IFRS.
As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under
that standard in relation to business combinations, financial instruments, capital management, presentation of
comparative information in respect of certain assets, presentation of a cash flow statement, the effect of new
but not yet effective IFRS’s, impairment of assets, share-based payments and related party transactions. Where
required, equivalent disclosures are given in the consolidated financial statements.
At the Annual General Meeting held on 24 June 2024, in accordance with the Board’s recommendation, the
resolution concerning the continuation of the Company was not passed by Shareholders. At the General
Meeting held on 23 July 2024, the proposed revised Investment Policy for the implementation of a managed
wind-down of the Company was overwhelmingly approved by the Company’s Shareholders. Following the
approval by Shareholders of the revised investment objective and policy, the process of an orderly realisation
of the Company’s assets and a return of capital to Shareholders has begun. The Board will endeavour to realise
the Company’s investments in a manner that achieves a balance between maximising the value received from
the sale of investments and timely returns of net proceeds to Shareholders. Whilst the Directors are satisfied that
the Company has adequate resources to continue in operation throughout the wind-down period and to meet
all liabilities as they fall due, given that the Company is now in managed wind-down, the Directors consider it
appropriate to adopt a basis other than going concern in preparing the financial statements. Further details are
set out in note 1a of the consolidated financial statements.
The Directors have taken advantage of the exemption available under Section 408 of the Companies Act 2006
and not presented an income statement or a statement of comprehensive income for the Company alone.
The loss made by the Parent Company in the year was €815,000 (2023: loss of €45,246,000). A summary of the
Company’s significant accounting policies is set out below.
(b) Significant accounting judgements, estimates and assumptions
The preparation of the Company’s financial statements requires Directors to make judgements, estimates and
assumptions that affect the amounts recognised in the financial statements. However, uncertainty about these
judgements, assumptions and estimates could result in outcomes that could require a material adjustment to the
carrying amount of the asset or liability affected in future periods.
Key estimation uncertainties
Investment in subsidiaries is recognised at lower of carrying value and recoverable amount. The recoverable
amount is determined as the higher of an asset’s fair value less costs of disposal and its value in use. The value
in use of an asset is the present value of the future cash flows expected to be derived from the asset. Where
carrying value is higher than recoverable amount, a provision for impairment is recognised. The determination
of impairment requires the use of estimates such as future cash flows, fair value of investment properties and
expected disposal costs.
Fundamental to the net asset value of the subsidiary is the fair value of the investment properties owned. The
valuation uncertainty of investment properties is detailed within the consolidated group financial statement notes.
(c) Functional and presentation currency
Items included in the financial statements of the Company are measured using the currency of the primary
economic environment in which the Company operates (“the functional currency”) which in the judgement of
the Directors is Euro. The financial statements are also presented in Euro. All figures in the financial statements are
rounded to the nearest thousand unless otherwise stated.
108 Annual Report 2024
(d) Foreign currency
Transactions denominated in foreign currencies are converted at the exchange rates ruling at the date of the
transaction. Monetary and non-monetary assets and liabilities denominated in foreign currencies held at the
financial year end are translated using London closing foreign exchange rates at the financial year end. Any gain or
loss arising from a change in exchange rates subsequent to the date of the transaction is included as an exchange
gain or loss to capital or revenue in the Statement of Comprehensive Income as appropriate. Foreign exchange
movements on investments are included in the Statement of Comprehensive Income within gains on investments.
(e) Revenue recognition
Interest income is accounted for on an effective interest rate basis and included in finance income.
(f) Expenses
Expenses are accounted for on an accruals basis. The Company’s investment management and administration
fees, finance costs and all other expenses are charged through the Statement of Comprehensive Income.
(g) Taxation
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid
to taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or
substantively enacted by the reporting date. Current income tax relating to items recognised directly in equity
is recognised in equity and not in profit or loss. Positions taken in tax returns with respect to situations in which
applicable tax regulations are subject to interpretation are periodically evaluated and provisions established
where appropriate.
(h) Distributions
Interim distributions payable to the holders of equity shares are recognised in the Statement of Changes in Equity
in the year in which they are paid. An annual shareholder resolution is voted upon to approve the Company’s
distribution policy.
(i) Share issue expenses
Incremental external costs directly attributable to the issue of shares that would otherwise have been avoided
are written off to share premium.
(j) Cash and cash equivalents
Cash and cash equivalents are defined as cash in hand, demand deposits, and other short-term highly liquid
investments readily convertible within three months or less to known amounts of cash and subject to insignificant
risk of changes in value.
(k) Trade and other receivables
Trade and other receivables are recognised initially at fair value. Subsequent to initial recognition they are
measured at amortised cost using the effective interest rate method less any impairment losses.
(l) Trade and other payables
Trade and other payables are recognised initially at fair value. Subsequent to initial recognition they are
measured at amortised cost using the effective interest method.
(m) Reserves
Share Capital
This represents the proceeds from issuing Ordinary shares and is non-distributable.
Share Premium
Share premium represents the excess consideration received over the par value of Ordinary shares issued and
is classified as equity. Incremental costs directly attributable to the issue of Ordinary shares are recognised as a
deduction from share premium. This reserve is non-distributable.
Special Distributable Reserve
The special reserve is a distributable reserve to be used for all purposes permitted, including the buyback of
shares and the payment of dividends.
Special Distributable Reserve II
The special reserve is a distributable reserve set up following the cancellation of amounts standing to the credit
of the share premium account to be used for capital distributions to shareholders as sufficient cash is generated
from asset sales under the managed wind-down policy.
109Annual Report 2024
Capital Reserve
Is a distributable reserve subject to applicable legislation and practice and realised gains and losses on currency
settlements and disposals are accounted for in this reserve.
Revenue Reserve
The revenue reserve is a distributable reserve and reflects any surplus arising from the net return on ordinary
activities after taxation.
(n) Investments in subsidiaries
Investments in subsidiaries are initially recognised at cost, then at the cost less any provision for impairment.
(o) Intercompany loans
The Company measure loans at amortised cost as the Directors believe these loans represent solely payments
of principal and interest and should have been measured at amortised cost as they are held in a hold to collect
business model. Intercompany loans are classified to non-current or current assets depending on the expected
winddown plan of investment in subsidiary owning particular loan. For subsidiaries holding investment properties
classified as held for sale such loans are presented as current assets because of expected settlement of the loan,
following the sale of investment property within subsidiary that is highly probable within one year (please see
note 1i of the consolidated financial statements).
2. Investments in subsidiaries
Additional details of each subsidiary are noted below. All subsidiary shares are the same class:
31 December 2024 31 December 2023
Subsidiary Address
Share capital
& premium
(€'000)
%
Shares
owned
Share capital
& premium
(€'000)
%
Shares
owned Activity
ASELI Florsheim B.V Naritaweg 165,
1043 BW Amsterdam,
The Netherlands
5,171 100 5,171 100 Property
investment
ASELI Erlensee B.V Naritaweg 165,
1043 BW Amsterdam,
The Netherlands
8,373 100 8,373 100 Property
investment
ASELI Leon B.V Naritaweg 165,
1043 BW Amsterdam,
The Netherlands
8,345 100 7,123 100 Property
investment
ASELI Netherlands I B.V Naritaweg 165,
1043 BW Amsterdam,
The Netherlands
4,420 100 5,173 100 Property
investment
ASELI Netherlands II B.V Naritaweg 165,
1043 BW Amsterdam,
The Netherlands
1,975 100 2,538 100 Property
investment
ASELI Waddinxveen B.V Naritaweg 165,
1043 BW Amsterdam,
The Netherlands
4,076 100 5,170 100 Property
investment
ASELI France Holding SAS 8 Avenue Hoche,
75008 Paris,
France
11,322 100 15,267 100 Property
investment
ASELI sHeerenberg B.V Naritaweg 165,
1043 BW Amsterdam,
The Netherlands
7,894 100 8,126 100 Property
investment
110 Annual Report 2024
31 December 2024 31 December 2023
Subsidiary Address
Share capital
& premium
(€'000)
%
Shares
owned
Share capital
& premium
(€'000)
%
Shares
owned Activity
ASELI Netherlands
Holdings B.V
Naritaweg 165,
1043 BW Amsterdam,
The Netherlands
6,537 100 6,537 100 Property
investment
PDC Industrial 92 Sp. z.o.o Piekna 18,
00-549 Warsaw,
Poland
4,658 100 4,658 100 Property
investment
PDC Industrial 72 Sp. z.o.o Piekna 18,
00-549 Warsaw,
Poland
3,707 100 3,707 100 Property
investment
Circulus Investments Sp.
z.o.o.
Piekna 18,
00-549 Warsaw,
Poland
2,867 100 2,867 100 Property
investment
ASELI Madrid Holding
S.L.U
Pinar 7 - 5 Izq,
28006 Madrid,
Spain
13,219 100 14,110 100 Property
investment
AELI Madrid Holding 2
S.L.U
Pinar 7 - 5 Izq,
28006 Madrid,
Spain
21,306 100 20,850 100 Property
investment
103,870 109,670
Additional details relating to the cost of shares, share premium and net asset value of each subsidiary is noted below.
31 December 2024 31 December 2023
Share
capital
€’000
Share
premium
€’000
Net asset
value
€’000
Share
capital
€’000
Share
premium
€’000
Net asset
value
€’000
Direct Subsidiaries
ASELI Florsheim B.V 1 5,170 7,941 1 5,170 8,549
ASELI Erlensee B.V 1 8,372 9,818 1 8,372 12,398
ASELI Leon B.V 1 8,344 8,863 1 7,122 7,123
ASELI Netherlands I B.V 1 4,419 4,725 1 5,172 5,173
ASELI Netherlands II B.V 1 1,974 2,323 1 2,537 2,538
ASELI Waddinxveen B.V 1 4,075 4,490 1 5,169 6,023
ASELI France Holding SAS 11,322 - 12,149 15,267 - 15,267
ASELI sHeerenberg B.V 1 7,893 8,318 1 8,125 8,126
ASELI Netherlands Holdings B.V 1 6,536 10,203 1 6,536 7,302
PDC Industrial 92 Sp. z.o.o 1 4,657 8,714 1 4,657 9,148
PDC Industrial 72 Sp. z.o.o 88 3,619 10,289 88 3,619 9,470
Circulus Investments Sp. z.o.o. 3 2,864 5,429 3 2,864 5,506
ASELI Madrid Holding S.L.U 3 13,216 14,442 3 14,107 14,110
AELI Madrid Holding 2 S.L.U 3 21,303 21,954 3 20,847 20,851
11,428 92,442 129,658 15,373 94,297 131,584
111Annual Report 2024
31 December 2024 31 December 2023
Share
capital
€’000
Share
premium
€’000
Net asset
value
€’000
Share
capital
€’000
Share
premium
€’000
Net asset
value
€’000
Indirect subsidiaries
ASELI France Holding
ASELI Meung SCI 7,030 - (3,182) 7,030 - (4,835)
ASELI Avignon SCI 18,174 - 27,280 18,174 - 27,401
AELI Messageries SCI 14,215 - 9,026 14,215 - 10,823
AELI Immobiler SCI - - - 10 - (79)
ASELI Netherlands Holdings B.V
ASELI Den Hoorn B.V 12 13,424 38,669 12 13,424 34,066
ASELI Madrid Holding S.L.U
AELI Madrid Logistics 1 S.L.U 62 49,227 14,422 62 49,227 13,381
AELI Madrid Holding 2 S.L.U
AELI Madrid Logistics 2 S.L.U 3 43,376 21,984 3 41,876 20,820
Impairment analysis
Where subsidiaries have a lower net asset value than carrying amount of investment, an impairment is recognised.
Due to a decrease in the value of the investment, the accumulated impairment recognised on investments is
shown below:
2024
€’000
2023
€’000
ASELI Madrid Holding S.L.U 39,580 38,690
AELI Madrid Holding 2 S.L.U 22,202 21,158
ASELI France Holding SAS 4,438 494
ASELI Leon B.V - 1,221
ASELI Netherlands I B.V 1,714 961
ASELI Waddinxveen B.V 1,094 -
ASELI Netherlands II B.V 982 419
ASELI sHeerenberg B.V 918 685
Total 70,928 63,628
112 Annual Report 2024
The company’s share price was a discount to NAV as at 31 December 2024 (31 December 2023: Discount).
An impairment assessment has been carried out to assess the recoverability of the investment in subsidiaries.
A reconciliation of opening to closing investments in subsidiaries is noted below.
2024
€’000
2023
€’000
Opening carrying value as at 1 January 109,670 173,862
Additions 1,500 200
Capital reductions - (8,820)
Impairment (7,300) (55,572)
Total carrying value as at 31 December 103,870 109,670
The table below presents the sensitivity of the impairment of investment in subsidiaries to the changes in valuation
of investment properties. Further details on the sensitivity of the investment properties can be found in note 9 of the
Group Consolidated Financial Statements.
Direct Subsidiaries
2024 2023
5%
decrease
in property
value
(€’000)
Carrying
amount
(€'000)
5%
increase in
property
value
(€’000)
5%
decrease
in property
value
(€’000)
Carrying
amount
(€'000)
5%
increase in
property
value
(€’000)
ASELI Florsheim B.V. - 5,171 - - 5,171 -
ASELI Erlensee B.V. (451) 8,373 - - 8,373 -
ASELI Leon B.V. (937) 8,345 - (1,084) 7,123 1,221
ASELI Netherlands I B.V. (1,205) 4,420 948 (1,552) 5,173 961
ASELI Netherlands II B.V. (1,116) 1,975 982 (1,136) 2,538 419
ASELI Waddinxveen B.V. (1,384) 4,076 1,094 (612) 5,170 -
ASELI France Holding SAS (3,867) 11,322 3,532 (5,051) 15,267 493
ASELI sHeerenberg B.V. (1,336) 7,894 918 (1,365) 8,126 685
ASELI Netherlands Holdings B.V. - 6,537 - (1,166) 6,537 -
PDC Industrial 92 Sp. z.o.o. - 4,658 - - 4,658 -
PDC Industrial 72 Sp. z.o.o. - 3,707 - - 3,707 -
Circulus Investments Sp. z.o.o. - 2,867 - - 2,867 -
ASELI Madrid Holding S.L.U (5,413) 13,220 5,413 (5,258) 14,110 5,258
AELI Madrid Holding 2 S.L.U (2,865) 21,305 2,865 (2,854) 20,850 2,854
Total (18,574) 103,870 15,752 (20,078) 109,670 11,891
The Directors estimated the recoverable amount of investments in subsidiaries. The key assumption in estimating the
recoverable amount is the net asset value. Fundamental to the net asset value of the subsidiary is the fair value of the
underlying. investment properties. As at 31 December 2024, the recoverable amount of investments in subsidiaries
was as follows.
2024
€’000
2023
€’000
Recoverable amount 129,658 131,583
113Annual Report 2024
3. Intercompany loans
2024
€’000
2023
€’000
Accrued interest on intercompany loan receivable in less than one year 3,483 2,897
3,483 2,897
Intercompany loan expected to be received in greater than one year 166,422 249,311
Intercompany loan expected to be received in less than one year 70,140 -
236,562 249,311
A summary of the various group loans is provided in the following table:
Borrower
Limit
€’000
Balance Drawn €’000
Maturity
Date Loan Type
Interest
Rate
Outstanding Interest €’000
As at
31 Dec 2024
As at
31 Dec 2023
As at
31 Dec 2024
As at
31 Dec 2023
ASELI Florsheim B.V. 6,125 3,425 3,425 Jan 28 Interest bearing loan 3.50% 30 30
ASELI Erlensee B.V. 16,500 1,679 1,679 May 28 Interest bearing loan 2.50% - -
ASELI Erlensee B.V. 10,300 5,486 5,486 May 28 Interest bearing loan 3.50% 60 60
ASELI Leon B.V. (Polinya) 13,370 6,221 5,470 Jun 31 Interest bearing loan 3.49% 156 48
ASELI Netherlands I B.V. (Ede) 35,584 6,058 11,808 Aug 28 Interest bearing loan 4.80% 122 143
ASELI Netherlands II B.V. (Zeewolde) 23,760 9,173 9,173 Sep 28 Interest bearing loan 4.60% 106 106
ASELI Den Hoorn B.V. 16,000 13,986 13,986 Jan 33 Interest bearing loan 3.05% 108 108
ASELI France Holding SAS (Avignon) 10,905 9,394 9,394 Oct 28 Interest bearing loan 3.13% 74 197
ASELI France Holding SAS (Meung) 6,096 4,212 4,212 Feb 29 Interest bearing loan 3.13% 33 88
ASELI France Holding SAS 8,523 7,723 7,723 May 32 Interest bearing loan 2.63% 52 139
ASELI Avignon SCI 27,264 - 1,989 Oct 28 Interest bearing loan 3.13% - 16
AELI Messageries SCI 21,465 20,765 20,765 May 32 Interest bearing loan 2.63% 138 138
ASELI Waddinxveen B.V. 29,200 8,075 8,075 Nov 28 Interest bearing loan 4.50% 92 92
ASELI Waddinxveen B.V. 5,180 5,180 5,180 Jul 32 Interest bearing loan 3.05% 40 40
ASELI Meung SCI 15,240 2,820 8,580 Nov 28 Interest bearing loan 3.13% 45 135
PDC Industrial 72 Sp. z.o.o. 2,000 2,000 2,000 Feb 29 Interest bearing loan 4.10% 21 345
PDC Industrial 72 Sp. z.o.o. 18,807 17,157 17,157 Feb 29 Interest bearing loan 4.20% 177 228
ASELI sHeerenberg B.V. 11,300 2,776 2,776 Jun 29 Interest bearing loan 5.29% 37 37
ASELI sHeerenberg B.V. 8,000 8,000 8,000 Jun 29 Interest bearing loan 5.29% 107 107
ASELI sHeerenberg B.V. 8,470 7,290 7,290 Sep 29 Interest bearing loan 3.50% 64 64
AELI Madrid Logistics 1 78,656 50,380 50,381 Nov 33 Interest bearing loan 3.69% 1,328 469
Circulus Investments Sp. z.o.o. 25,780 24,772 24,772 Apr 31 Interest bearing loan 3.39% 212 148
PDC Industrial 92 Sp. z.o.o. 21,340 19,990 19,990 Oct 29 Interest bearing loan 4.10% 481 159
419,865 236,562 249,311 3,483 2,897
Fair value of intercompany loans 254,671 255,491
4. Trade payables
2024
€’000
2023
€’000
Investment management fee payable 573 729
Accruals and other payables 593 984
1,166 1,713
114 Annual Report 2024
5. Bank loans
The Company cancelled an uncommitted master facility loan agreement with Investec Bank plc on 31 May 2024
(2023: uncommitted master facility €70 million).
In prior years the Company incurred €207,000 of capitalised financing fees, which were being spread over the four year
term of the facility until October 2024. As at 31 December 2024 the remaining amortised cost of these financing fees is
€nil being fully amortised (2023: €39,000).
6. Share capital and share premium
Share capital
2024
€’000
2023
€’000
Opening balance 4,717 4,717
As at 31 December 4,717 4,717
Ordinary shareholders participate in all general meetings of the Company on the basis of one vote for each share held.
Each Ordinary share has equal rights to dividends and equal rights to participate in a distribution arising from a
winding up of the Company. The Ordinary shares are not redeemable.
The number of Ordinary Shares authorised, issued and fully paid at 31 December 2024 was 412,174,356
(2023: 412,174,356). The nominal value of each share is £0.01.
Share premium
2024
€’000
2023
€’000
Opening balance 269,546 269,546
Share premium reclass to special distributable reserve II (269,546) -
Balance at 31 December - 269,546
There was no share premium arising in the year. Due to the implementation of B Shares mechanism, approved by the
Shareholders on 22 November 2024, the Share Premium of the Company was cancelled and its balance was moved
to Special distributable reserve II. Refer to note 17 and 18 of the consolidated financial statements.
7. Dividends
To maintain status as an approved Investment Trust Company, the Company must comply with the eligibility
conditions set out in section 1158 of the Corporation Tax Act 2010 as well as additional requirements outlined in
The Investment Trust (Approved Company) (Tax) Regulations 2011. Regulation 19 provides that the Company must
comply with an income distribution requirement and, specifically, cannot retain more than the higher of 15% of its
income for the accounting year or any brought forward revenue reserve deficit. Any dividend that the Company
must pay in order to satisfy this requirement must be paid within 12 months of the end of the accounting year.
A fourth interim dividend of 0.97c/0.81p per share was paid on 31 March 2025 to Shareholders on the register on
28 February 2025. Although this payment relates to the year ended 31 December 2024, under IFRS it will be
accounted for in the year in which it has been paid.
115Annual Report 2024
Dividends paid in the year have been split between the Special distributable reserve and Revenue reserve as follows:
Special
distributable
reserve
€’000
Revenue
reserve
€’000
Total
€’000
Accounting
year applied
to for income
retention test
2024 First interim dividend of 1.41c (1.21p)
per share paid 5 July 2024
- 5,812 5,812 2024
2024 Second interim dividend of 0.90c
(0.77p) per share paid 27 September 2024
2,755 955 3,710 2024
2024 Third interim dividend of 1.05c (0.87p)
per share paid 31 December 2024
4,328 - 4,328 2024
Total dividends paid in 2024 7,083 6,767 13,850
Special
distributable
reserve
€’000
Revenue
reserve
€’000
Total
€’000
Accounting
year applied
to for income
retention test
2022 Fourth interim dividend of 1.41c
(1.20p) per share paid 24 March 2023
- 5,812 5,812 2022
2023 First interim dividend of 1.41c (1.23p)
per share paid 23 June 2023
1,128 4,684 5,812 2023
2023 Second interim dividend of 1.41c
(1.22p) per share paid 22 September 2023
5,812 - 5,812 2023
2023 Third interim dividend of 1.41c (1.23p)
per share paid 29 December 2023
5,812 - 5,812 2023
Total dividends paid in 2023 12,752 10,496 23,248
8. Capital commitments
As at 31 December 2024 the Company had capital commitments of €183.3 million (2023: €150.4 million) relating to
undrawn intercompany loans.
9. Ultimate parent company
In the opinion of the Directors on the basis of shareholdings reviewed by them, the Company has no immediate or
ultimate controlling party.
10. Fair value of financial instruments
The Company measures fair values using the following fair value hierarchy, which reflects the significance of the inputs
used in making the measurements.
Level 1: Inputs that are quoted market prices (unadjusted) in active markets for identical instruments.
Level 2: Inputs other than quoted prices included within Level 1 that are observable either directly (i.e. as prices) or
indirectly (i.e. derived from prices). This category includes instruments valued using: quoted market prices in active
markets for similar instruments; quoted prices for identical or similar instruments in markets that are considered less
than active; or other valuation techniques in which all significant inputs are directly or indirectly observable from
market data.
Level 3: Inputs that are unobservable. This category includes all instruments for which the valuation technique includes
inputs that are not observable and the unobservable inputs have a significant effect on the instrument’s valuation.
116 Annual Report 2024
Fair value hierarchy
The Company’s financial instruments measured at fair value relate to group loans due from group entities, disclosed
in note 3. The group loans are classified as level 3 (2023: level 3) in the fair value hierarchy.
Level 3 fair value measurements
Reconciliation
The following table shows a reconciliation from the beginning balances to the ending balances for fair value
measurements in Level 3 of the fair value hierarchy.
2024
€’000
2023
€’000
Opening balance - 254,301
Classified to amortised cost, see note 1(o) - (254,301)
Closing balance - -
During the year, €13,499,000 (2023: €4,990,000) of group loans were repaid and €750,000 of new loans were granted
to subsidiaries.
Group loans are measured at amortised cost less impairment. The fair value is estimated using discounted cash
flows with the current interest rates and yield curve applicable to each loan. The amortised cost is €236,562,000
(2023: €249,311,000).
The fair value considers the net asset value of each borrower and whether this is sufficient value within the subsidiary
to meet the contract cash flows. The net asset value of the borrower is primarily driven by the valuation of investment
property, refer to the unobservable inputs into that valuation in Note 9 of the Group Consolidated Financial Statements.
11. Post balance sheet events
On 22 January 2025, ASELI Leon B.V. sold the Barcelona and Madrid Calle Rumania warehouses in Spain for €29.7m
realising a loss of €0.5m. As at 31 December 2024, the properties were valued at €29.7m (2023: €26.9m). Following
completion of sale, €17.7m of loans were repaid to ING Bank and partial termination of €17.7m interest rate swaps
and caps took place.
A fourth interim dividend of 0.97c/0.81p per share was paid on 31 March 2025 to Shareholders on the register on
28 February 2025.
Pursuant to the authority received from Shareholders at the general meeting held on 22 November 2024, the Board
resolved on 27 February 2025 to return approximately £16.5 million in aggregate to Shareholders via an issue of B
Shares. B Shares of one penny each were paid up from the Company’s special distributable reserve II, created by the
recent cancellation of the share premium account, and issued to all Shareholders by way of a bonus issue on the basis
of 4 B Shares for every 1 Ordinary Share. The B Shares were issued on 7 March 2025 and immediately redeemed at one
penny per B Share. The Redemption date in respect of this B Share issue is therefore 7 March 2025.
117Annual Report 2024
Corporate Information
The Company’s Investment Manager is abrdn Investments Ireland Limited, a wholly
owned subsidiary of abrdn pc whose group companies as at 31 December 2023 had
approximately £495 billion under management and administration.
Information about the
Investment Manager
118 Annual Report 2024
Corporate Information
Information about the Investment Manager
abrdn Fund Managers Limited
abrdn Fund Managers Limited (“aFML”), authorised and
regulated by the Financial Conduct Authority, has been
appointed as alternative investment fund manager
to the Company. aFML has in turn delegated portfolio
management to the Danish branch of abrdn Investments
Ireland Limited (“aIIL”).
Aberdeen
On 4 March 2025 the manager announced a change
to its trading name from ‘abrdn’ to ‘Aberdeen’ and
from ‘abrdn plc’ to ‘Aberdeen Group plc’. Worldwide,
Aberdeen Group plc group companies had approximately
£511.4 billion under management and administration
(as at 31 December 2024) in assets for a range of clients,
including individuals and institutions, through mutual and
segregated funds.
Aberdeen operates a fully integrated property investment
management platform and has an extensive regional
presence across the UK and Continental Europe. Its eight
offices across Europe - London, Edinburgh, Frankfurt,
Amsterdam, Madrid, Paris, Brussels and Copenhagen
- employ over 300 real estate professionals in fund
management, research, transactions, asset management,
financing and other specialist property activities.
The real estate teams within these offices are responsible
for sourcing and managing all the assets acquired across
the region. Having teams in the key target markets in
which the Company invests provides, in the Investment
Manager’s view, a significant competitive advantage,
with improved local market knowledge, better access to
potential deals, closer implementation of asset business
plans and improved ability to manage and mitigate risk.
The Investment Team Senior Managers
Troels Andersen
Deputy Head of European Real
Estate Investment Management
Troels Andersen, who joined Aberdeen in April 2011
and is based in Copenhagen, assumed the role of
lead fund manager for the Company in October 2022.
Prior to his involvement with the Company, Troels had
been Fund Manager of Aberdeen’s €150 million multi-
sector European Long Income Real Estate Fund, having
successfully overseen its launch in 2019. Prior to that
he was Fund Manager of Aberdeen’s €500 million gross
asset value Aberdeen Property Nordic I Fund, together
with a further segregated value-add mandate. He was
previously a member of Aberdeen’s Nordic and European
Investment Committees, which approves all major
decisions for investments in the region. Troels brings 25
years of real estate investment experience, including
logistics asset transactions, together with knowledge of
debt facility management, having spent the first part of
his career working for German banks in both Germany
and the UK. He speaks English, Danish and German.
119Annual Report 2024
Geoff Hepburn
Deputy Fund Manager, Real
Estate Investment Management
Geoff Hepburn is Deputy Fund Manager of the Company
based in Edinburgh. Responsibilities include developing
and implementing Company strategy, client reporting,
managing transactions and ensuring the delivery of the
ESG strategy. Since joining Aberdeen in January 2012 he
has had responsibility as Investment Manager and Deputy
Fund Manager for several balanced UK institutional funds.
He joined Aberdeen from a London property company
as Development & Investment Manager responsible for
two large Central London office projects as well as a
mixed use regional investment and development portfolio.
Previously, Geoff worked for Ediston Properties having
begun his client-side career at Standard Life Investments
as Portfolio Manager on the Pooled Pension Fund in 2001.
In a varied career spanning more than 20 years, Geoff has
transacted and developed over £1bn of real estate.
Geoff graduated LLB Bachelor of Scots Law, followed
by a Postgraduate Diploma in Land Economy (with
commendation) in 1999. Both degrees were awarded by
the University of Aberdeen. Geoff qualified as a Chartered
Surveyor (MRICS) with DTZ in 2001. He speaks English
and French.
Attila Molnar
Deputy Fund Manager, Real
Estate Investment Management
Attila is a Fund Manager based in Frankfurt. Attila joined
Dresdner Bank’s property fund management business
(DEGI) in 2006, shortly before the business was acquired
by Aberdeen. Attila has been involved in the planning and
establishment of new product lines for institutional clients
and joined the fund management teams of those funds.
At present, in addition to his responsibilities for the Company,
he is responsible for two institutional funds. Prior to joining
DEGI Attila worked for PricewaterhouseCoopers where
he was responsible for a diverse range of audit and
due diligence projects in the property funds sector.
Attila graduated with a MSc in Accounting and Finance
from Budapest University of Economics and speaks English,
German and Hungarian.
The Investment Process
The Investment Manager is responsible for managing the
transaction process working through its property teams
based in Europe. The teams based in the target markets
have an in-depth knowledge of the local markets and a
wide network of relationships for identifying and selecting
the best investment and disposal opportunities. Having
local teams on the ground provides for in-depth local insight
and, in turn, is a significant competitive advantage that
should enable the Investment Manager to implement the
Company’s investment policy across key cities and regions.
Furthermore, focusing on income durability, location
and propensity for rental growth, combined with the
ability to carry out active asset management, enabled
the Investment Manager to invest in properties where
competition among potential buyers is higher.
The process is informed by a significant database of
proprietary information held by the Investment Manager,
experienced investment professionals, including people
on the ground in the relevant markets and a dedicated
research function that assists in understanding rental
and capital growth prospects at country, regional, city,
sub-market and sector level.
The Investment Manager operates a pan-European
Investment Committee which approves all transactions,
financing decisions and material asset management
activity. The Investment Committee includes senior
members of the real estate team.
An active asset management strategy (i.e. defining,
implementing and regularly reviewing business plans for
each property in the Portfolio) is an important element
in helping to enhance and deliver value. An important
part of this is that the properties are managed by local
asset managers in the countries where the properties are
located who have better access to tenants, advisers and
consultants to help generate better outcomes.
120 Annual Report 2024
Approach to ESG
The Investment Manager views ESG as a fundamental
part of its business. Whilst real estate investment provides
valuable economic benefits and returns for investors it has
– by its nature – the potential to affect environmental and
social outcomes, both positively and negatively.
The Investment Manager’s approach is underpinned by
the following three over-arching principles:
.
Transparency, Integrity and Reporting: being transparent
in the ways in which it communicates and discusses
strategy, approach and performance with investors and
stakeholders.
.
Capability and Collaboration: drawing together and
harnessing the capabilities and insights of its platforms,
with those of its investment, supply chain and industry
partners.
.
Investment Process and Asset Management: integrating
ESG into decision making, governance, underwriting
decisions and asset management approach. This
includes the identification and management of material
ESG risks and opportunities across the Portfolio.
121Annual Report 2024
Corporate Information
Investor Information
Investors may receive information about
the Company via email by registering at
the foot of the homepage of the website:
eurologisiticsincome.co.uk
The website also includes current and historic Annual and
Half-Yearly Reports, performance data, the latest quarterly
factsheet issued by the Investment Manager together
with links to the Company’s share price and recent London
Stock Exchange announcements.
Information about the Company, and other investment
companies managed by the Investment Manager,
may also be found on social media, as follows:
‘X’/(Twitter): @AberdeenTrusts
LinkedIn: Aberdeen Investment Trusts
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.
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 the website
eurologisticsincome.co.uk. The periodic disclosures required
to be made by the AIFM under the AIFMD are set out on
page 129.
Investor Warning: Be alert to share fraud and
boiler room scams
The Company has been made aware by Aberdeen that
some investors have received telephone calls from people
purporting to work for Aberdeen, or third parties, who have
offered to buy their investment trust shares. These may
be scams which attempt to gain personal information
with which to commit identity fraud or could be ‘boiler
room’ scams where a payment from an investor is required
to release the supposed payment for their shares. These
callers do not work for Aberdeen and any third party
making such offers has no link with Aberdeen. Aberdeen
never makes these types of offers and does not ‘cold-call’
investors in this way. If investors have any doubt over the
veracity of a caller, they should not offer any personal
information, end the call and contact Aberdeen’s investor
services centre using the details provided below.
The Financial Conduct Authority provides advice with
respect to share fraud and boiler room scams at:
fca.org.uk/consumers/scams
Shareholder Enquiries
Registered Shareholders
In the event of queries regarding their holdings of
shares, lost certificates, dividend payments, registered
details, etc shareholders holding their shares in the
Company directly should contact the registrars,
Equiniti Limited, via their website www.shareview.co.uk
or Tel: +44 (0) 371 384 2030. Lines are open Monday to
Friday (excluding public holidays in England & Wales).
General Enquiries
Any general enquiries about the Company should be
directed to the Company Secretary, abrdn European
Logistics Income plc, 280 Bishopsgate, London EC2M 4AG
or by email at CEF.CoSec@aberdeenplc.com.
A note about the Aberdeen Investment Trust Savings Plans
(the ‘Plans’)
The Aberdeen Investment Trusts ISA, Share Plan and
Investment Plan for Children (the “Plans”) closed in
December 2023. All investors with a holding or cash balance
in the Plans at that date transferred to interactive investor
(“ii”), an Aberdeen group company. ii communicated with
Plan holders in late November 2023 to set up account
security to ensure that investors would continue to access
their holdings via ii following the closure of the Plans.
Former Aberdeen Plan holders should contact ii for any
ongoing support with their ii accounts on 0345 646 1366,
or +44 113 346 2309 if calling from outside the UK.
Lines are open 8.00am to 5.00pm Monday to Friday.
Alternatively, Plan holders can access the website at
ii.co.uk/abrdn-welcome.
Suitable for Retail/NMPI Status
The Company’s securities are intended for investors
primarily in the UK (including retail investors), professionally
advised private clients and institutional investors who
are seeking exposure to European logistical real estate
and who understand and are willing to accept the
risks of exposure to this asset class. Investors should
consider consulting a financial adviser who specialises in
advising on the acquisition of shares and other securities
before acquiring shares. Investors should be capable of
evaluating the risks and merits of such an investment
and should have sufficient resources to bear any loss that
may result.
122 Annual Report 2024
The Company currently conducts its affairs so that its
securities can be recommended by a financial adviser
to ordinary retail investors in accordance with the
Financial Conduct Authority’s (FCA) rules in relation to
non-mainstream pooled investments (NMPIs) and intends
to continue to do so for the foreseeable future.
The Company’s shares are excluded from the FCA’s
restrictions which apply to non-mainstream investment
products because they are shares in an investment trust.
Key Information Document (“KID”)
The KID relating to the Company can be found under
‘Key Documents’ in the ‘Literature’ section of the
Company’s website.
How to Invest in the Company and other
Aberdeen-managed investment trusts
A range of leading investment platforms and share
dealing services let you buy and sell Aberdeen-managed
investment trusts including the shares of the Company.
Many of these platforms operate on an ‘execution-only’
basis. This means they can carry out your instruction to
buy or sell a particular investment trust. But they may not
be able to advise on suitable investments for you. If you
require advice, please speak to a qualified financial adviser
(see below).
Flexibility
Many investment platform providers will allow you to buy
and hold Aberdeen Investment Trust shares within an
Individual Savings Account (ISA), Junior ISA or Self Invested
Personal Pension (SIPP), all of which have potential tax
advantages. Most will also allow you to invest on both a
lump sum and regular savings basis.
Costs and service
It is important to choose the right platform for your needs,
so take time to research what each platform offers before
you make your decision, as well as considering charges.
When it comes to charges, some platforms have flat fee
structures while others levy percentage-based charges.
Typically, you will also pay a fee every time you buy and
sell shares, so you need to bear in mind these transaction
costs if you are trading frequently. There may also be
additional charges for ISA and SIPP investments.
Can I exercise my voting rights if I hold my
shares through an investment platform?
Yes, you should be able to exercise your right to vote
by contacting your platform provider. Procedures differ,
but some platforms will automatically alert you when new
statutory documents are available and then allow you
to vote online. Others will require you to contact them
to vote. Your chosen platform provider will provide
further guidance. Alternatively, the Association of
Investment Companies has provided information on how
to vote investment company shares held on some of the
major platforms. This information can be found at:
www.theaic.co.uk/how-to-vote-your-shares.
Getting advice
Aberdeen recommends that you seek financial advice
prior to making an investment decision. If you do not
currently have a financial adviser, details of authorised
financial advisers in your area can be found at pimfa.co.uk
or unbiased.co.uk (see below). You will pay a fee for
advisory services.
Platform providers
Platforms featuring Aberdeen Group managed investment
trusts include:
.
interactive investor (an Aberdeen owned business):
www.ii.co.uk/investment-trusts
.
AJ Bell: www.ajbell.co.uk/markets/investment-trusts
.
Barclays Smart Investor:
www.barclays.co.uk/smart-investor
.
Bestinvest: www.bestinvest.co.uk
.
Charles Stanley Direct:
www.charles-stanley-direct.co.uk
.
Fidelity: www.fidelity.co.uk
.
Halifax: www.halifax.co.uk/investing
.
Hargreaves Lansdown:
www.hl.co.uk/shares/investment-trusts
.
Novia: www.wealthtime.com/advisers/
.
transact: www.transact-online.co.uk
.
Aberdeen (an Aberdeen owned business):
www.abrdn.com/adviser/wrap
The companies above are shown for illustrative purposes
only. Other platform providers are available. The links
above direct you to external websites operated by each
platform provider. Aberdeen is not responsible for the
content and information on these third-party sites, apart
from interactive investor, which is owned by Aberdeen.
123Annual Report 2024
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 & 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:
Tel: 0800 111 6768 or at
at https://register.fca.org.uk
Email: consumerqueries@fca.org.uk
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
trusts purchased will immediately be reduced by the
difference between the buying and selling prices of the
shares, 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.
The information on pages 122 to 124 has been issued
by abrdn Investments Limited, which is authorised and
regulated by the Financial Conduct Authority in the
United Kingdom. abrdn Investments Limited is entered
on the Financial Services Register under registration
number 121891.
124 Annual Report 2024
Corporate Information
EPRA Financial Reporting (Unaudited)
Prepared in accordance with EPRA best practice recommendations (BPR) February 2022.
EPRA Performance Measures
31 December 2024
Total
31 December 2023
Total
A. EPRA Earnings (€'000) 12,745 13,033
A. EPRA Earnings per share (cents) 3.1 3.2
B. EPRA Net tangible assets (“NTA”) (€'000) 384,442 394,550
B. EPRA Net tangible assets per share (cents)
1
93.3 95.7
C. EPRA Net reinstatement value ("NRV") (€'000) 419,224 430,527
C. EPRA Net reinstatement value per share (cents) 101.7 104.5
D. EPRA Net disposal value (“NDV”)(€'000) 375,143 387,785
D. EPRA Net disposal value per share (cents) 91.0 94.1
E. EPRA Net initial yield (%) 4.9 4.4
E. EPRA topped-up net initial yield (%) 4.9 4.4
F. EPRA Vacancy rate (%) 3.5 6.0
G. EPRA Cost ratios - including direct vacancy costs (%) 29.2 34.1
G. EPRA Cost ratios - excluding direct vacancy costs (%) 28.2 32.4
H. EPRA Capital expenditure (€’000) 135 139
I. EPRA Like for like rental growth (%) -0.3 1.8
J. EPRA LTV (%) 37.2 40.0
1
Defined as an Alternative performance measure.
A. EPRA Earnings (€000)
Earnings per IFRS income statement 3,030 (81,801)
Adjustments to calculate EPRA Earnings, exclude:
Changes in value of investment properties 6,284 106,878
Gains on disposal of investment properties (35) (133)
Tax on profits on disposals 482 440
Deferred tax 771 (13,854)
Gains arising from the derecognition of derivative
financial instruments
(13) (313)
Early repayment cost due to remeasurement of loan liability 915 110
Effect of fair value adjustments on derivative financial
instruments
1,311 1,706
EPRA Earnings 12,745 13,033
Weighted average basic number of shares (‘000) 412,174 412,174
EPRA Earnings per share (cents) 3.1 3.2
125Annual Report 2024
31 December 2024
Total
31 December 2023
Total
B. EPRA Net tangible assets (“NTA”) (€’000)
IFRS NAV 374,108 384,928
Exclude:
Fair value of financial instruments (366) (1,690)
Deferred tax in relation to fair value gains of
investment property
1
10,700 11,312
EPRA Net tangible assets 384,442 394,550
Shares in issue at end of year (‘000) 412,174 412,174
EPRA Net tangible assets per share (cents) 93.3 95.7
1
Excludes deferred tax adjustments on other temporary differences, recognised under IFRS.
C. EPRA Net reinstatement value (“NRV”) (€’000)
EPRA Net tangible assets 384,442 394,550
Real estate transfer tax and other purchasers' costs 34,782 35,977
EPRA Net reinstatement value 419,224 430,527
EPRA Net reinstatement value per share (cents) 101.7 104.5
D. EPRA Net disposal value (“NDV”) (€’000)
IFRS NAV 374,108 384,928
Fair value adjustment for fixed interest debt 1,035 2,857
EPRA Net disposal value 375,143 387,785
EPRA Net disposal value per share (cents) 91.0 94.1
E. EPRA Net initial yield and ‘topped up’ NIY disclosure (€’000)
Investment property - wholly owned 593,991 633,806
Less: developments - -
Completed property portfolio 593,991 633,806
Allowance for estimated purchasers' costs 34,782 35,977
Gross up completed property portfolio valuation 628,773 669,783
Annualised cash passing rental income
2
33,049 34,150
Property outgoings (2,295) (4,392)
Annualised net rents 30,754 29,758
Add: notional rent expiration of rent free periods or other
lease incentives
- -
Topped-up net annualised rent 30,754 29,758
EPRA NIY (%) 4.9 4.4
EPRA "topped-up" NIY (%) 4.9 4.4
2
Calculated based on lease agreements as at the reporting date.
126 Annual Report 2024
31 December 2024
Total
31 December 2023
Total
F. EPRA Vacancy rate (€’000)
Estimated rental value of vacant space 1,277 2,231
Estimated rental value of whole portfolio 36,374 37,420
EPRA Vacancy Rate (%) 3.5 6.0
EPRA vacancy rate corresponds to the vacancy rate at year-end. It is calculated as the
ratio between the estimated market rental value of vacant spaces and potential rents for
the operating property portfolio. EPRA vacancy rate does not include leases signed with a
future effect date.
G. EPRA Cost ratios (€’000)
Administrative / property operating expense per IFRS
income statement
17,584 19,495
Net service charge costs / fees (8,379) (8,095)
EPRA Costs (including direct vacancy costs) 9,205 11,400
Direct vacancy costs (333) (558)
EPRA Costs (excluding direct vacancy costs) 8,872 10,842
Gross Rental income less ground rent costs 31,499 33,435
EPRA Cost Ratio (including direct vacancy costs) (%) 29.2 34.1
EPRA Cost Ratio (excluding direct vacancy costs) (%) 28.2 32.4
Overhead and operating expenses capitalised - -
H. Property related capital expenditure for the Group (€’000)
Acquisitions - -
Investment properties:
Non incremental lettable space 135 139
Incremental lettable space - -
Total capital expenditure 135 139
Conversion from accrual to cash basis (191) 378
Total CapEx on cash basis (56) 517
There is no capital expenditure associated with Joint Ventures.
Capital expenditure recognised by the Group that has not resulted in increase of the
lettable area.
Please see details in note 9 of consolidated financial statements.
The difference in comparison to note 9 is disposal costs on sale of assets which are not
included in above table.
127Annual Report 2024
31 December 2024
Total
31 December 2023
Total
I. Like for like rental growth
Rental income growth (%):
Germany (11.4) 2.1
Poland 0.6 7.9
France 5.1 1.3
Spain (1.0) (5.2)
Netherlands 1.1 4.5
Like for like rental growth (0.3) 1.8
Rental income total
1
(€000):
Germany 2,983 3,366
Poland 5,855 5,820
France 4,305 4,098
Spain 8,473 8,560
Netherlands 11,432 12,306
33,048 34,150
1
Calculated based on lease agreements as at the reporting date.
Total portfolio value on which the like-for-like rental growth
is based (€000):
Germany 59,300 63,200
Poland 88,890 90,390
France 77,345 99,380
Spain 195,256 189,136
Netherlands 173,200 191,700
593,991 633,806
J. EPRA LTV (€’000)
Borrowings from financial institutions
2
235,700 259,462
Net payables
3
15,322 16,353
Exclude:
Cash and cash equivalents (25,011) (18,061)
Net debt (a) 226,011 257,754
Investment properties at fair value
4
593,991 633,806
Net receivables (excluding lease incentives)
5
13,536 10,210
Total property value (b) 607,527 644,016
LTV (a/b) (%) 37.2 40.0
2
Excludes €915,000 of loan break costs on expected early payment of loan.
3
Refer to note 13 for details.
4
Based on independent property valuation. Includes Investment properties held for sale.
5
Refer to note 10 for details.
128 Annual Report 2024
Corporate Information
Alternative Investment Fund Managers Directive
Disclosures (Unaudited)
abrdn Fund Managers Limited and the Company are
required to make certain disclosures available to investors
in accordance with the Alternative Investment Fund
Managers Directive (‘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 eurologisticsincome.co.uk.
There have been no material changes to the disclosures
contained within the PIDD since its last publication in
May 2024.
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
are 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 22 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 aFML.
.
All authorised Alternative Investment Fund Managers
are required to comply with the AIFMD Remuneration
Code. In accordance with the Remuneration Code,
the Company’s AIFM remuneration policy is available
from the Company Secretaries, abrdn Holdings Limited
on request (see contact details on page 122) and the
numerical remuneration in the disclosures in respect
of the AIFM’s reporting period for the year ended
31 December 2024 are available on the
Company’s website.
Leverage
The table below sets out the current maximum permitted
limit and actual level of leverage for the Company:
Gross
method
Commitment
method
Maximum level of leverage 365.0% 185.0%
Actual level at
31 December 2024
158.8% 158.8%
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 aFML 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 above has been issued by abrdn
Investments Limited, which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom.
abrdn Investments Limited is entered on the Financial
Services Register under registration number 121891.
129Annual Report 2024
Corporate Information
Glossary of Terms and Definitions and Alternative
Performance Measures
Aberdeen Aberdeen Group plc (previously known as abrdn plc)
Aberdeen Group the Aberdeen Group plc group of companies
AIC Association of Investment Companies
AIFMD The Alternative Investment Fund Managers Directive
AIFM the alternative investment fund manager, being aFML
Alternative Performance
Measures
Alternative performance measures are numerical measures of the Company’s
current, historical or future performance, financial position or cash flows, other
than financial measures defined or specified in the applicable financial framework.
The alternative performance measures that have been adopted by the Company
are in line with general comparable measures used widely across the investment
trust industry such as the level of discount/premium, NAV/Share price total return
and ongoing charges which are each explained more fully below. The Company’s
applicable financial framework includes IFRS
Annual Rental Income Rental income passing at the Balance Sheet date
aFML or AIFM or Manager abrdn Fund Managers Limited
aIIL or the Investment
Manager
abrdn Investments Ireland Limited is a wholly owned subsidiary of Aberdeen Group plc
and acts as the Company’s investment manager
Asset Cover The value of a company’s net assets available to repay a certain security. Asset cover
is usually expressed as a multiple and calculated by dividing the net assets available
by the amount required to repay the specific security.
B Shares The Company has used a B Share mechanism to return capital to shareholders. The
first B Share distribution was in March 2025. Pursuant to the authority received from
Shareholders at the general meeting held on 22 November 2024, the Board resolved
to return approximately £16.5 million in aggregate to Shareholders via the issue of
B Shares. On 7 March 2025 1,648,697,424 B Shares of one penny each were paid up
from the Company’s special distributable reserve and issued to all Shareholders by
way of a bonus issue on the basis of 4 B Shares for every 1 Ordinary Share held at the
Record Date of 6.00 p.m. on 6 March 2025. The B Shares were immediately redeemed
at their nominal value of one penny per B Share with a Redemption Date of 7 March
2025. the aggregate base cost of the Ordinary shares which should be apportioned
against the B Shares redemption proceeds, received by Shareholders on 20 March
2025 is 6.7%, calculated as follows:
Class of share
Market value
on first day
of trading
(pence per
share)
Relevant ratio
used for the
issue of B
Shares
Relevant value
(pence per
share)
Relevant
percentage
Ordinary share* 55.8 1 55.8 93.3%
B Share 1 4 4 6.7%
* The lower of the two prices for an Ordinary share shown in the London Stock Exchange Daily Official List for 7 March 2025 as
the closing price for an Ordinary share on that day plus one-half of the difference between those two figures in accordance with
SI 2015/616.
This information does not constitute tax advice and is intended as a guide only to United Kingdom and HMRC published practice
(which are both subject to change at any time, possibly with retrospective effect).
Contracted Rent The contracted gross rent receivable which becomes payable after all the occupier
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
130 Annual Report 2024
1
Defined as an Alternative Performance Measure.
2
EUR/GBP X rate of 1.21 (2024: 1.15).
Dividend Cover
1
The ratio of the Company’s net profit after tax (excluding the below items) to the
dividends paid.
As at
31 December 2024
€’000
As at
31 December 2023
€’000
Earnings per IFRS income statement 3,030 (81,801)
Adjustments to calculate dividend cover:
Net changes in the value of
investment property
6,284 106,878
Gains on disposal of investment
property
(35) (133)
Gains on termination of financial
instruments
(13) (313)
Capitalised finance costs 915 110
Remeasurement of loan liability 1,159 -
Tax on disposal of investment
property
482 440
Deferred taxation 771 (13,854)
Effect of fair value adjustments on
derivative financial instruments
1,311 1,705
Effects of foreign exchange
differences
427 214
Profits (A) 14,331 13,246
Dividend (B) 13,850 23,248
Dividend cover (A)/(B) 103.5% 57.0%
Discount to Net asset value
per share
1
The amount by which the market price per share of an investment trust is lower than
the net asset value per share. The discount is normally expressed as a percentage of
the NAV per share
As at
31 December 2024
As at
31 December 2023
Share price (A) 58.8p 61.6p
NAV per share (B)
2
75.3p 81.2p
Discount (A-B)/B (21.9%) (24.1%)
Earnings Per Share Profit for the year attributable to shareholders divided by the weighted average
number of shares in issue during the year
EPRA European Public Real Estate Association
Europe The member states of the European Union, the European Economic Area (“EEA”) and
the members of the European Free Trade Association (“EFTA”) (and including always
the United Kingdom, whether or not it is a member state of the European Union, the
EEA or a member of EFTA)
ERV The estimated rental value of a property, provided by the property valuers
131Annual Report 2024
Gearing
1
Calculated as gross external bank borrowings divided by total assets
As at
31 December 2024
€’000
As at
31 December 2023
€’000
Bank loans €235,700 €259,462
Gross assets
2
€636,798 €669,539
Gearing 37.0% 38.7%
Group The Company and its subsidiaries
Adjusted gross assets and
gross asset value (GAV)
The aggregate value of the total assets of the Company as determined in accordance
with the accounting principles adopted by the Company from time to time
As at
31 December 2024
€’000
As at
31 December 2023
€’000
Gross asset value per Balance Sheet 661,197 693,892
Exclude IFRS 16 right of use asset (24,399) (24,353)
Gross assets 636,798 669,539
FRC Financial Reporting Council
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), French Tertiary Activities Rent Index (ILAT)
Investment Manager abrdn Investments Ireland Limited
Key Information Document
or KID
The Packaged Retail and Insurance-based Investment Products (PRIIPS) Regulation
requires the Investment Manager, as the Company’s PRIIP “manufacturer,” to prepare
a key information document (“KID”) in respect of the Company. This KID must be
made available by the AIFM to retail investors prior to them making any investment
decision and is available via the Company’s website. The Company is not responsible
for the information contained in the KID and investors should note that the procedures
for calculating the risks, costs and potential returns are prescribed by law. The figures
in the KID may not reflect the expected returns for the Company and anticipated
performance returns cannot be guaranteed
Lease incentive A payment used to encourage a tenant to take on a new lease, for example by a
landlord paying a tenant a sum of money to contribute to the cost of a tenant’s fit-out
of a property or by allowing a rent free period
Leverage For the purposes of the Alternative Investment Fund Managers Directive, leverage
is any method which increases the Company’s exposure, including the borrowing
of cash and the use of derivatives. It is expressed as a ratio between the Company’s
exposure and its net asset value and can be calculated on a gross and a commitment
method. Under the gross method, exposure represents the sum of the Company’s
positions after the deduction of sterling cash balances, without taking into account
any hedging and netting arrangements. Under the commitment method, exposure
is calculated without the deduction of sterling cash balances and after certain
hedging and netting positions are offset against each other. At year end actual level of
leverage was 158.8% (2023: 164.7%)
1
Defined as an Alternative Performance Measure.
2
Excluding IFRS 16 lease liabilities.
132 Annual Report 2024
Liquidation net asset value
1
Following the announcement of the managed wind-down, the Company also
prepares a Net asset value a under liquidation basis that incudes deduction of costs
associated with liquidation of the properties and companies.
Year ended
31 December 2024
€’000
Net asset value 374,108
Provision for disposal and liquidation costs (12,382)
Deferred tax impact 1,662
Liquidation NAV 363,388
Liquidation net asset value
per share
1
Year ended
31 December 2024
€’000
Liquidation NAV (€'000) 363,388
Number of shares 412,174,356
Liquidation NAV per share (cents) 88.2
Net asset value
total return (EUR)
1
The return to shareholders, expressed as a percentage of opening NAV, calculated
on a per share basis by adding dividends paid in the year to the increase or decrease
in NAV. Dividends are assumed to have been reinvested in the quarter they are paid,
excluding transaction costs
Year ended
31 December 2024
Year ended
31 December 2023
Opening NAV 93.4¢ 118.9¢
Movement in NAV (2.6¢) (25.5¢)
Closing NAV 90.8¢ 93.4¢
% increase in NAV (2.8%) (21.4%)
Impact of reinvested dividends 3.7% 4.3%
NAV total return 0.9% (17.1%)
Net Asset Value or NAV The value of total assets less liabilities. Liabilities for this purpose include current and
long-term liabilities. The net asset value divided by the number of shares in issue
produces the net asset value per share
1
1
Defined as an Alternative Performance Measure.
133Annual Report 2024
Ongoing Charges Ratio
1
Ratio of expenses as a percentage of average daily shareholders’ funds calculated as
per the industry standard. A reconciliation of ongoing charges
is below:
Year ended
31 December 2024
€’000
Year ended
31 December 2023
€’000
Expenditure per Statement of
comprehensive income
17,584 19,495
Less property service charge expense (8,379) (8,095)
Less bad debt provision (605) (1,237)
Less remeasurement of loan liability (1,159) -
Group operating costs including
property costs (A)
7,441 10,163
Less direct property expenses
and property management fees
excluding bad debt provision
(1,987) (3,155)
Group operating costs (excluding
property costs) (B)
5,454 7,008
Average net asset value (C) 373,874 425,210
Ongoing charges (excluding property
costs) (B/C)
1.5% 1.6%
Ongoing charges (including property
costs) (A/C)
2.0% 2.4%
Passing Rent The rent payable at a particular point in time
PIDD The pre-investment disclosure document made available by the AIFM in relation to
the Company
Premium to Net asset value
per share
1
The amount by which the market price per share of an investment trust exceeds the
net asset value per share. The premium is normally expressed as a percentage of the
net asset value per share
Prior Charges The name given to all borrowings including long and short-term loans and overdrafts
that are to be used for investment purposes, reciprocal foreign currency loans,
currency facilities to the extent that they are drawn down, index-linked securities, and
all types of preference or preferred capital, irrespective of the time until repayment
Portfolio valuation The market value of the company’s property portfolio, which is based on the external
valuations provided by Savills
The Royal Institution of
Chartered Surveyors (RICS)
The global professional body promoting and enforcing the highest international
standards in the valuation, management and development of land, real estate,
construction and infrastructure
1
Defined as an Alternative Performance Measure.
134 Annual Report 2024
Share price total return (GBP)
1
The return to shareholders, expressed as a percentage of opening share price,
calculated on a per share basis by adding dividends paid in the year to the increase
or decrease in share price. Dividends are assumed to have been reinvested in the
quarter they are paid, excluding transaction costs
Year ended
31 December 2024
Year ended
31 December 2023
Opening Share Price 61.6p 68.5p
Movement in share price (2.8p) (6.9p)
Closing share price 58.8p 61.6p
% (decrease)/increase in share price (4.5%) (10.1%)
Impact of reinvested dividends 4.6% 6.6%
Share price total return 0.1% (3.5%)
SPA Sale and purchase agreement
SPV Special purpose vehicle
Total Assets Total assets less current liabilities (before deducting prior charges as
defined above)
WAULT Weighted Average Unexpired Lease Term. The average time remaining until the next
lease expiry or break date
135Annual Report 2024
Corporate Information
Disclosure Concerning Sustainable Investment
(Article 8) (Unaudited)
Disclosure concerning sustainable investment (Article 8) (unaudited)
Template periodic disclosure for the financial products referred to in Article 8, paragraphs 1, 2 and 2a, of Regulation (EU)
2019/2088 and Article 6, first paragraph, of Regulation (EU)2020/852
Sustainable investment
means an investment
in an economic activity
that contributes to an
environmental or social
objective, provided that
the investment does
not significantly harm
any environmental
or social objective
and that the investee
companies follow good
governance practices.
The EU Taxonomy
is a classification
system laid down
in Regulation (EU)
2020/852, establishing
a list of environmentally
sustainable economic
activities. That
Regulation does not lay
down a list of socially
sustainable economic
activities. Sustainable
investments with
an environmental
objective might be
aligned with the
Taxonomy or not.
Product Name: abrdn European Logistics Income plc
Legal entity identifier: 213800I9IYIKKNRT3G50
Environmental and/or social characteristics
Did this financial product have a sustainable investment objective?
Yes No
It made sustainable investments with an
environmental objective: ___%
It promoted Environmental/Social (E/S)
characteristics and while it did not have as its
objective a sustainable investment, it had a
proportion of ___% of sustainable investments
in economic activities that qualify as
environmentally sustainable under the EU
Taxonomy
in economic activities that do not qualify
as environmentally sustainable under the
EU Taxonomy
with an environmental objective in
economic activities that qualify as
environmentally sustainable under the
EU Taxonomy
with an environmental objective in
economic activities that do not qualify as
environmentally sustainable under the
EU Taxonomy
with a social objective
It made sustainable investments with a social
objective: ___%
It promoted E/S characteristics, but will not make
any sustainable investments
136 Annual Report 2024
Sustainability indicators
measure how the
environmental or
social characteristics
promoted by the
financial product are
attained.
To what extent were the environmental and/or social characteristics
promoted by this financial product met?
The fund promotes environmental and social characteristics that are relevant to the real
estate assets it invests in with the principal objective of supporting the fund’s investment
objective. Given the nature of direct investments in the physical built environment this can
capture a wide range of topics depending on the characteristics of the asset and
its location.
In particular, environmental and social characteristics of assets promoted by the
fund include:
.
Environmental – greenhouse gas emissions: Reductions in greenhouse gas emissions to
support the decarbonization of the built environment.
.
Environmental – energy: Improving Energy efficiency and on-site renewable
energy generation.
.
Environmental – water: Improving Water efficiency .
.
Environmental – waste, circular economy and raw materials: Improving resource
efficiency and best practice waste management including recycling and recovery.
.
Social – other: Social factors such as respect for human rights and anti-corruption and
anti-bribery matters are considered in relation to major suppliers and tenants.
.
Environmental – other: The mitigation and management of flood risk and future physical
climate risk.
.
Environmental – other: The mitigation and management of contamination risk.
.
Environmental – waste, circular economy and raw materials: When undertaking
development and refurbishment works principles of sustainable design and
construction are promoted.
Sustainability indicators have been created in line with the characteristics above to track
performance and promotion of the E and S characteristics. These are listed in the next
section. Environmental and social characteristics such as these are promoted for new
investments, relevant development projects and as part of asset management activities
for standing assets. No reference benchmark has been designated for the purpose of
attaining the environmental or social characteristics promoted by the Fund.
How did the sustainability indicators perform?
As described above, quantitative and qualitative sustainability indicators have been
established and linked to the Environmental and Social characteristics listed above. These
are aggregated to fund level from asset level data and are presented in the table below.
Sustainability indicator description Sustainability indicator metric
Fund performance
(this reference period)
#1 Environmental – energy:
Operational energy performance
#1.1 % fund value where landlord energy data
collected where applicable
(see limitations section)
100%¹
#1.2 % fund value with partial or full tenant
energy data collected where applicable
(see limitations section)
77%¹
#1.3 % fund value with whole building energy
data collected
64%¹
#1.4 % fund value (where energy performance
ratings are applicable) with energy
performance ratings of A-B
93%
137Annual Report 2024
Sustainability indicator description Sustainability indicator metric
Fund performance
(this reference period)
#2 Environmental – greenhouse
gas emissions: Operational
carbon performance against
decarbonisation benchmarks
#2.1 % fund value where whole building carbon
data is available which equals or is below the
current year Carbon Risk Real Estate Monitor
(CRREM) 1.5-degree target
26%¹
#2.2 % fund value where whole building carbon
data is available which equals or is below the
5-year 1.5-degree CRREM target
41%¹
#3 Environmental – water:
Operational water consumption
#3.1 % fund value where landlord water data
collected where applicable
(see limitations section)
100%¹
#3.2 % fund value where partial or full tenant
water data collected where applicable
(see limitations section)
69%¹
#3.3 % fund value with whole building water
data
69%¹
#3.4 % fund value where water consumption
has decreased year on year where applicable
(see limitations section)
70%¹
(2024 vs 2023)
#4 Environmental – waste, circular
economy and raw materials: Waste
management indicators including
generation and treatment method
#4.1 % fund value where landlord waste data is
collected where applicable
(see limitations section)
N/A¹
#4.2 % fund value where recycling rate has
increased year on year where applicable
(see limitations section)
N/A¹
(2024 vs 2023)
#5 Environmental – Other:
Future physical climate risk
exposure including flood risk
#5.1 % fund value with a current flood risk
rating of medium or above
32%
#5.2 % fund value with an acute extreme
weather event risk rating of medium or above in
a Hot House World² scenario out to 2050
1%
#6 Environmental – Other:
Contamination risk level
#6.1 % fund value with contamination risk of
medium or above
0%
#7 Environmental – Other:
Building certifications
#7.1 % fund value with energy performance
ratings of A and B
93%
#7.2 % fund value with green building certification 68%
138 Annual Report 2024
Sustainability indicator description Sustainability indicator metric
Fund performance
(this reference period)
#8 Social – Other:
Implementation of procedures on
anti-corruption and human rights
Qualitative description as at 31 December 2024
New investments
Aberdeen applies a risk-based approach in order to ensure that we
focus on the actual risks of money laundering or terrorist financing within
any transaction; the type of entity and country of incorporation and
operations are key criteria in assessing the risk profile.
Certain types of counterparts can be classed as lower risk, such as those
regulated or listed in equivalent jurisdictions; conversely, other types
of entities can be classed as higher risk such as Trusts or unregulated
entities. For moderate and higher risk entities the ownership structure of
the seller involved must be traced back through different layers to identify
the ultimate beneficial owners. In order to aid us in this task, Aberdeen
uses a Client Due Diligence (CDD) Matrix which lists the common
types of legal structures to which the firm is exposed and shows what
information and verification documentations is required, with increasing
due diligence requirements for the higher the risk types.
When a Direct Real Estate transaction is agreed with a counterparty
following the agreement of Heads of Terms or LOI, the process for the
Anti Money Laundering (AML) Screening and Sanction Check on the
counterparty and Legal Advisor is triggered. Only once the Credit and
Risk Team have confirmed they are satisfied with their checks and
returned the signed form to confirm this, can a Transaction be signed.
Existing investments
Checks on suppliers:
We have protective measures to ensure we are not appointing
suppliers and service providers that do not clear AML, sanctions and
PEPs (Politically Exposed Persons) screening. In order to comply with
Aberdeen ’s regulatory obligations and meet our own internal minimum
standards of compliance, we are obligated to screen all parties we
wish to enter a relationship with before the service is taken. It is part of
our process to screen all our relationships at the time of onboarding to
check for PEP, Relative and Close Associates (RCA), or Sanctions. This
is mandated at the time of onboarding, and the establishment of a
new business relationship. Doing so is vital in order to both protect our
business and evidence that appropriate business controls are in place to
identify any PEPs or Sanctions applied to the service provider.
In addition, our property management suppliers contractually confirm
that they have protective measures in place and ensure to
.
comply with all applicable statutes, laws, secondary legislation,
regulations and codes pertaining to anti-bribery;
.
not offer or accept any bribe, advantage or commit any corrupt act;
.
not engage in any Modern Slavery Practice;
.
ensure that the above are not taking place in their supply chain.
Checks on tenants:
On any new commercial lease, we have screened our tenants to check
for PEPs and sanctions. We also undertake AML checks for all new
commercial tenants.
¹ Denotes metrics reported for the current reference period but using data from the Dec-23 calendar year. Any metrics without the
asterisk are reported using data in line with the current reference period (as at 31st December 2024). See ‘limitations’ below for an
outline of the reasons behind the data-lag.
² Hot House World scenario assumes existing climate policies remain in place and there is heightened climate sensitivity
(90th percentile).
139Annual Report 2024
Limitations:
1. Due to availability and frequency of certain ESG data sets, it is not always possible to
report the ESG data in exact line with the reporting year. Where this is not possible,
the latest period of ESG available data is used and referenced in the table above for
full transparency. The consistent value used in the sustainability indicator metrics
however is the fund value based on underlying asset values excluding cash which is
aligned with the reporting year of 31 December 2024 (and for the previous period, the
31 December 2023.)
2. Another limitation is the availability of data which is dictated by the party who owns
the data. To fully understand the performance of the sustainability indicators listed
in the table above #1 (related to energy), #3 (related to water) and #4 (related to
waste) with regards to real estate, it is preferable to have data related to the whole
building. However, the whole building data can be comprised from two sources
depending on the party that procures the energy/water/waste services. These two
sources are:
1. The landlord. This is where the Investment Manager procures the services and directly
has access to the data, on behalf of the fund and the tenant which occupies the
building.
2. The tenant. This is where the tenant who occupies the building procures the services
and has direct access to the data.
Due to the complexity and availability of data from the tenant, whole building data is
not always available. Therefore metrics on data coverage as listed for the sustainability
indicators #1, #3 and #4 are an important starting point to understand the % of the
portfolio with whole building data. It is this % of the portfolio we can therefore further
measure performance of energy consumption, water consumption and waste
disposal routes.
3. With regard to on-site renewable energy generation within the ‘environmental –
energy’ characteristic, note that sufficient data is not yet available to report a
sustainability indicator.
4. With regard to our sustainability indicators for ‘environmental – greenhouse gas
emissions’, although GHG emissions are not explicitly disclosed, they are calculated
and are part of the metrics disclosed under Sustainability Indicators #2.1 and #2.2.
In addition, while the pre-contractual document makes reference to ‘costs to
decarbonise the asset over time’, note that sufficient data is not yet available yet to
report on this.
140 Annual Report 2024
…and compared to previous periods?
Please see table above for figures for previous reference period against current reference
period. The table below shows % change year on year and a description of actions which
have caused those changes.
Sustainability
indicator description
Sustainability
indicator metric
Fund performance
(previous reference
period)
Comments on year
on year % changes
#1 Environmental –
energy: Operational
energy performance
#1.1 % fund value where
full landlord energy
data collected where
applicable
(see limitations section)³
100%¹ No change.
#1.2 % fund value with
partial or full tenant
energy data collected
where applicable
(see limitations section)
89%¹
Reduction to 77% in this
reporting year was driven by
the unavailability of tenant data
from some assets. In 2024 data
was not provided for the assets in
Leon and Madrid and data was
provided for these assets in 2023.
#1.3 % fund value with
whole building energy
data collected
82%¹
Reduction to 64% in this
reporting year was driven by the
unavailability of tenant data from
some assets.
#1.4 % fund value
(where energy
performance ratings are
applicable) with energy
performance ratings
of A-B³
94% No change.
#2 Environmental
– greenhouse gas
emissions: Operational
carbon performance³
#2.1 % fund value
where whole building
carbon data is available
which equals or is
below the current
year Carbon Risk Real
Estate Monitor (CRREM)
1.5-degree target
20%¹
Improvement to 26% in this
reporting period is driven by
a greater value of assets with
available whole building data
performing better than CRREM
targets.
#2.2 % fund value where
whole building carbon
data is available which
equals or is below the
5-year 1.5-degree
CRREM target
12%¹
Improvement to 41% in this
reporting period is driven by
a greater value of assets with
available whole building data
performing better than CRREM
targets. The reason the 5-year
performance is better than the
1-year performance is due to
the modelled decarbonisation
of the Spanish energy grid which
anticipates significant decrease
in emissions in the next 5 years.
141Annual Report 2024
Sustainability
indicator description
Sustainability
indicator metric
Fund performance
(previous reference
period)
Comments on year
on year % changes
#3 Environmental –
water: Operational
water consumption
#3.1 % fund value
where landlord water
data collected where
applicable
(see limitations section)
100%¹ No change
#3.2 % fund value where
partial or full tenant
water data collected
where applicable
(see limitations section)
81%¹
Reduction to 69% in this
reporting period driven by the
unavailability of tenant data from
some assets. In 2024 water data
was not provided for the assets
in Ede, Florsheim, Erlensee, Lodz
and Niort and data was provided
for these assets in 2023.
#3.3 % fund value with
whole building water data
81%¹
Reduction to 69% in this
reporting period driven by the
unavailability of tenant data from
some assets.
#3.4 % fund value where
water consumption has
decreased year on year
where applicable
(see limitations section)
40%¹
(2024 vs. 2023)
Increase to 70% in this reporting
period driven by decreased
water consumption year-on-
year at several assets.
#4 Environmental –
waste, circular economy
and raw materials: Waste
management indicators
including generation
and treatment method
#4.1 % fund value
where landlord waste
data is collected where
applicable
(see limitations section)
N/A¹
Not applicable as there are
no landlord waste services for
this fund.
#4.2 % fund value
where recycling rate has
increased year on year
where applicable
(see limitations section)
N/A¹
(2024 vs. 2023)
Not applicable as there are
no landlord waste services for
this fund.
#5 Environmental –
Other: Future physical
climate risk exposure
including flood risk
#5.1 % fund value with a
current flood risk rating
of medium or above
29%
No significant change, the
increase to 32% is due to change
in values rather than flood risk.
#5.2 % fund value with
an acute extreme
weather event risk rating
of medium or above in
an RCP8.5² scenario out
to 2050
19%
The reduction of this risk to 1% is
due to an error being corrected
in this year’s analysis that was
identified in last year’s results,
along with the underlying model
having been updated by the
third-party data provider.
#6 Environmental –
Other: Contamination
risk level
#6.1 % fund value with
contamination risk of
medium or above
0% No change.
142 Annual Report 2024
Sustainability
indicator description
Sustainability
indicator metric
Fund performance
(previous reference
period)
Comments on year
on year % changes
#7 Environmental
– Other: Building
certifications³
#7.1 % fund value with
energy performance
ratings of A and B
94% No change.
#7.2 % fund value
with green building
certification
68% No change.
#8 Social – Other:
Implementation of
procedures on
anti-corruption and
human rights
Not quantifiable by year-on-year metrics.
Procedures on anti-corruption
and human rights have
been followed in line with the
qualitative description.
¹ Denotes metrics reported for the current reference period but using data from the Dec-23 calendar year. Any metrics without the
asterisk are reported using data in line with the current reference period (as at 31 December 2024). See ‘limitations’ below for an outline
of the reasons behind the data-lag.
² Hot House World scenario assumes existing climate policies remain in place and there is heightened climate sensitivity (90th percentile).
³ Denotes where the wording of the sustainability indicator description or the sustainability indicator metric has been adjusted compared
to the previous annual report (for the previous reference period). Any changes made to sustainability indicator descriptions/metrics are
minor and only intended to simplify and provide additional clarity/transparency of the indicator/metric.
What were the objectives of the sustainable investments that the financial product partially
made and how did the sustainable investment contribute to such objectives?
Not applicable no minimum commitment of sustainable investments.
How did the sustainable investments that the financial product partially made not cause
significant harm to any environmental or social sustainable investment objective?
Not applicable in line with precontractual document with no minimum commitment of
sustainable investments.
How were the indicators for adverse impacts on sustainability factors taken
into account?
Not applicable in line with precontractual document with no minimum
commitment of sustainable investments.
Were sustainable investments aligned with the OECD Guidelines for Multinational
Enterprises and the UN Guiding Principles on Business and Human Rights? Details:
Not applicable in line with precontractual document with no minimum
commitment of sustainable investments.
Principal adverse
impacts are the
most significant
negative impacts of
investment decisions
on sustainability
factors relating to
environmental, social
and employee matters,
respect for human
rights, anti-corruption
and anti-bribery
matters.
143Annual Report 2024
How did this financial product consider principal adverse impacts on
sustainability factors?
The fund committed to consider the following indicators: Exposure to fossil fuels through
real estate assets and Exposure to energy-inefficient real estate assets in line with the
Principal Adverse Impacts (PAI) indicators (the data on the indicators is included in the
table below).
The PAI indicators are considered throughout the real estate investment process for the
fund in both due diligence and asset management.
During acquisition due diligence, the PAIs (alongside a broader selection of ESG criteria)
are considered at both pre-bid stage, and during post-bid detailed due diligence. During
such acquisition due diligence, information (where available) relating to the asset and
mandatory PAIs (including construction date, EPC rating/NZEB status and site use in the
context of fossil fuel extraction, storage, transport and manufacture) is reviewed and
included in pre-bid ESG screening checklist and investment committee (IC) paper. Such
elements are assessed in more detail where relevant using an external consultant. The
PAIs are considered with the aim of minimising the Fund’s exposure to energy-inefficient
real estate assets and fossil fuels through real estate assets. Data on the PAIs obtained at
acquisition due diligence stage is used post-acquisition to support with ongoing reporting
against the PAIs, and to support with asset management.
From an asset management perspective, data relating to the PAIs (including construction
date, EPC rating/NZEB status and site use in the context of fossil fuel extraction, storage,
transport and manufacture) is held in a central database to support with ongoing
reporting. The data on PAIs is also used as part of asset management and fund strategic
planning decisions; to inform asset-level ESG action plans and investment decisions
(e.g. disposal, refurbishment/redevelopment). This process aims to minimise the Fund’s
exposure to energy-inefficient real estate assets and fossil fuels through real estate assets.
PAI Sub-group Indicator
Share in % of fund value
(exc. cash)
#17: Climate and other
environment-related
indicators
Fossil fuels
Exposure to fossil fuels
through real estate
assets (extraction,
storage, transport
or manufacture of
fossil fuels)
21%
#18: Climate and other
environment-related
indicators
Energy efficiency
Exposure to energy-
inefficient real estate
assets
Energy-inefficient
means: built before
31/12/2020: EPC is C or
below
built after 31/12/2020:
PED is below NZEB in
Directive 2010/31/EU
6%
PAIs are reported as at 31 December 2024.
144 Annual Report 2024
What were the top investments of this financial product?
Date as at 31 December 2024
Largest investments Sector % Assets (exc. Cash) Country
Spain, Madrid - Gavilanes 4
Industrial: Distribution
Warehouse
10% Spain
Avignon, Noves
Industrial: Distribution
Warehouse
8% France
Den Hoorn
Industrial: Distribution
Warehouse
8% Netherlands
Waddinxveen
Industrial: Distribution
Warehouse
6% Netherlands
Erlensee
Industrial: Distribution
Warehouse
6% Germany
Spain, Madrid - Gavilanes
1 & 2
Industrial: Distribution
Warehouse
6% Spain
Krakow
Industrial: Distribution
Warehouse
5% Poland
Lodz
Industrial: Distribution
Warehouse
5% Poland
Spain, Madrid - Gavilanes 3
Industrial: Distribution
Warehouse
5% Spain
Warsaw
Industrial: Distribution
Warehouse
5% Poland
Zeewolde
Industrial: Distribution
Warehouse
5% Netherlands
s Heerenberg
Industrial: Distribution
Warehouse
5% Netherlands
Ede
Industrial: Distribution
Warehouse
4% Netherlands
Flörsheim
Industrial: Distribution
Warehouse
4% Germany
Barcelona
Industrial: Distribution
Warehouse
3% Spain
The list includes
the investments
constituting the
greatest proportion
of investments of the
financial product
during the reference
period which is:
145Annual Report 2024
Date as at 30 September 2024
Largest investments Sector % Assets (exc. Cash) Country
Spain, Madrid - Gavilanes 4
Industrial: Distribution
Warehouse
9% Spain
Avignon, Noves
Industrial: Distribution
Warehouse
8% France
Den Hoorn
Industrial: Distribution
Warehouse
8% Netherlands
Waddinxveen
Industrial: Distribution
Warehouse
7% Netherlands
Erlensee
Industrial: Distribution
Warehouse
6% Germany
Spain, Madrid - Gavilanes
1 & 2
Industrial: Distribution
Warehouse
5% Spain
Krakow
Industrial: Distribution
Warehouse
5% Poland
Lodz
Industrial: Distribution
Warehouse
5% Poland
Spain, Madrid - Gavilanes 3
Industrial: Distribution
Warehouse
5% Netherlands
Warsaw
Industrial: Distribution
Warehouse
5% Poland
Zeewolde
Industrial: Distribution
Warehouse
5% Spain
s Heerenberg
Industrial: Distribution
Warehouse
4% Netherlands
Ede
Industrial: Distribution
Warehouse
4% Netherlands
Flörsheim
Industrial: Distribution
Warehouse
4% Germany
Barcelona
Industrial: Distribution
Warehouse
3% Spain
146 Annual Report 2024
Date as at 30 June 2024
Largest investments Sector % Assets (exc. Cash) Country
Spain, Madrid - Gavilanes 4
Industrial: Distribution
Warehouse
9% Spain
Avignon, Noves
Industrial: Distribution
Warehouse
8% France
Den Hoorn
Industrial: Distribution
Warehouse
8% Netherlands
Waddinxveen
Industrial: Distribution
Warehouse
7% Netherlands
Erlensee
Industrial: Distribution
Warehouse
6% Germany
Spain, Madrid - Gavilanes
1 & 2
Industrial: Distribution
Warehouse
5% Spain
Krakow
Industrial: Distribution
Warehouse
5% Poland
Lodz
Industrial: Distribution
Warehouse
5% Poland
Spain, Madrid - Gavilanes 3
Industrial: Distribution
Warehouse
5% Netherlands
Warsaw
Industrial: Distribution
Warehouse
5% Poland
Zeewolde
Industrial: Distribution
Warehouse
5% Spain
s Heerenberg
Industrial: Distribution
Warehouse
4% Netherlands
Ede
Industrial: Distribution
Warehouse
4% Netherlands
Flörsheim
Industrial: Distribution
Warehouse
4% Germany
Barcelona
Industrial: Distribution
Warehouse
3% Spain
147Annual Report 2024
Date as at 31 March 2024
Largest investments Sector % Assets (exc. Cash) Country
Spain, Madrid - Gavilanes 4
Industrial: Distribution
Warehouse
9% Spain
Avignon, Noves
Industrial: Distribution
Warehouse
8% France
Den Hoorn
Industrial: Distribution
Warehouse
7% Netherlands
Waddinxveen
Industrial: Distribution
Warehouse
6% Netherlands
Erlensee
Industrial: Distribution
Warehouse
6% Germany
Spain, Madrid - Gavilanes
1 & 2
Industrial: Distribution
Warehouse
5% Spain
Krakow
Industrial: Distribution
Warehouse
5% Poland
Lodz
Industrial: Distribution
Warehouse
5% Poland
Spain, Madrid - Gavilanes 3
Industrial: Distribution
Warehouse
5% Poland
Warsaw
Industrial: Distribution
Warehouse
5% Netherlands
Zeewolde
Industrial: Distribution
Warehouse
5% Spain
s Heerenberg
Industrial: Distribution
Warehouse
4% Netherlands
Ede
Industrial: Distribution
Warehouse
4% Netherlands
Flörsheim
Industrial: Distribution
Warehouse
3% Germany
Barcelona
Industrial: Distribution
Warehouse
3% Spain
148 Annual Report 2024
What was the proportion of sustainability-related investments?
The investment strategy of the fund applies to and captures all assets it holds. Applicable
environmental and social characteristics are considered and promoted for all assets and
the intention is that all assets contribute to the attainment of characteristics promoted by
the fund (i.e. 1B in the below chart).
No sustainable investments, including EU Taxonomy aligned investments, were made
during the reporting period.
The percentage figure in the ”#1aligned with E/S characteristics” box below only includes
the underlying investments and excludes cash within the fund. The figure in the “#2 Other”
box represents the cash held within the Fund.
What was the asset allocation?
The ambition of the fund is the pre-contractual document outlined 100% of assets to
promote environmental and social characteristics. However, this did not take into account
the small % of cash, which fluctuates year on year. Therefore 96.2% has been calculated
to cover all real estate assets but excludes cash/other non-real estate assets, which is the
remaining 3.8% as at 31 December 2024.
Investments
#2 Other 3.8%
#1 Aligned
with E/S
characteristics
96.2%
#1B Other E/S
characteristics
96.2%
#1 Aligned with E/S characteristics includes the investments of the financial product used
to attain the environmental or social characteristics promoted by the financial product.
#2 Other includes the remaining investments of the financial product which are neither
aligned with the environmental or social characteristics, nor are qualified as sustainable
investments.
The category #1 Aligned with E/S characteristics covers:
.
The sub-category #1B Other E/S characteristics covers investments aligned with the
environmental or social characteristics that do not qualify as sustainable investments.
Asset allocation
describes the share
of investments in
specific assets.
149Annual Report 2024
In which economic sectors were the investments made?
Economic sector: Real estate.
Sub economic sectors: Property Type (aligned with GRESB) with % weighting by value
(excluding cash).
Sub-Sector % of Total Fund Asset Value (Exc. Cash)
Industrial: Distribution Warehouse 100%
To what extent were the sustainable investments with an
environmental objective aligned with the EU Taxonomy?
The Fund does not currently commit to making a minimum proportion of
sustainable investments. However, the fund has outlined the ambition to
voluntarily assess the alignment of assets with the EU Taxonomy criteria for
climate mitigation related to the acquisition and ownership of buildings. Whilst it
was expected that the Fund would have a proportion of investments that meet
these criteria and the extent of alignment would be reported in the periodic
reports, due to certain data availability issues and complexity of EU Taxonomy
criteria, the sustainable investments aligned with EU Taxonomy has been
calculated at 0%.
Did the financial product invest in fossil gas and/or nuclear related activity
complying with the EU Taxonomy?
Yes
In fossil gas In nuclear energy
No
Taxonomy-aligned
activities are expressed
as a share of:
.
turnover reflecting
the share of
revenue from green
activities of investee
companies.
.
capital expenditure
(CapEx) showing the
green investments
made by investee
companies, e.g. for a
transition to a green
economy.
.
operational
expenditure
(OpEx) reflecting
green operational
activities of investee
companies.
150 Annual Report 2024
The graphs below show the percentage of investments that were aligned with the EU
Taxonomy. As there is no appropriate methodology to determine the taxonomy-alignment
of sovereign bonds*, the first graph shows the Taxonomy alignment in relation to all the
investments of the financial product including sovereign bonds, while the second graph
shows the Taxonomy alignment only in relation to the investments of the financial product
other than sovereign bonds.
Taxonomy-alignment of investments including sovereign bonds
1
%
Taxonomy-aligned (no gas and nuclear)
Taxonomy-aligned: Nuclear
Taxonomy-aligned: Fossil gas
Non Taxonomy-aligned
0 20 40 60 80
100
Turnover
CapEx
OpEx
1
For the purpose of these graphs, ‘sovereign bonds’ consist of all sovereign exposures.
Taxonomy-alignment of investments excluding sovereign bonds
1
%
0 20 40 60 80
100
Turnover
CapEx
OpEx
Taxonomy-aligned (no gas and nuclear)
Taxonomy-aligned: Nuclear
Taxonomy-aligned: Fossil gas
Non Taxonomy-aligned
This graph represents 100% of the total investments.
1
For the purpose of these graphs, ‘sovereign bonds’ consist of all sovereign exposures
151Annual Report 2024
What was the share of investments made in transitional and enabling activities?
0%.
How did the percentage of investments that were aligned with the EU Taxonomy compare
with previous reference periods?
The percentage of EU Taxonomy aligned investments remained at 0% during the
reference period (no change from previous reference period).
What was the share of sustainable investments with an environmental objective
not aligned with the EU Taxonomy?
0%
What was the share of socially sustainable investments?
0%
What investments were included under “other”, what was their purpose and
were there any minimum environmental or social safeguards?
The investments included under “other” are cash only. All cash held in the
fund is subject Anti-Money Laundering and Sanction checks. Applicable
environmental and social characteristics are considered and promoted for
all assets and the intention is that all assets contribute to the attainment of
characteristics promoted by the fund.
Enabling activities
directly enable other
activities to make a
substantial contribution
to an environmental
objective.
Transitional activities
are activities for
which low-carbon
alternatives are
not yet available
and among others
have greenhouse
gas emission levels
corresponding to the
best performance.
What actions have been taken to meet the environmental and/or
social characteristics during the reference period?
ESG action examples
ESG data collection supporting all E/S characteristics: In order to improve our ESG data collection and understand
performance, property and asset managers have continued efforts to engage with tenants on data collection.
Energy efficiency and greenhouse gas Emissions reductions:
.
Using green energy for landlord-controlled electricity supply in Germany and Poland
.
New Green leases when tenant engagement supports discussion Avignon, Ede
.
Exploring PV potential at Erlensee, Florsheim, Zeewolde, Oss, s’Heerenberg
.
Agreed and implemented NZC strategy at Fund level
All E/S characteristics: Three asset in the Netherlands have been re-certified BREEAM In-Use, with each asset
under review on the potential for implementing improvements.
All E/S characteristics with a focus on energy efficiency, greenhouse gas emissions reductions, sustainable design
in construction: Ongoing annual Net Zero Carbon Pathway analysis for the existing portfolio to benchmark its
emissions and develop a strategy to reduce emissions in the individual properties to meet global climate targets.
are sustainable
investments with
an environmental
objective that
does not take into
account the criteria
for environmentally
sustainable economic
activities under the
EU Taxonomy.
152 Annual Report 2024
How did this financial product perform compared to the reference
benchmark?
How does the reference benchmark differ from a broad market index?
Not applicable to this fund.
How did this financial product perform with regard to the sustainability indicators to
determine the alignment of the reference benchmark with the environmental or social
characteristics promoted?
Not applicable to this fund.
How does this financial product perform compared with the reference benchmark?
Not applicable to this fund.
How did this financial product perform compared with the broad market index?
Not applicable to this fund.
Reference benchmarks
are indexes to measure
whether the financial
product attains the
environmental or social
characteristics that
they promote.
153Annual Report 2024
Corporate Information
Notice of Annual General Meeting
Notice is hereby given that the sixth annual general meeting (the “Annual General Meeting”) of abrdn European Logistics
Income plc (the “Company”) will be held at 18 Bishops Square, London E1 6EG on 25 June 2025 at 9:30 a.m. for the
following purposes:
To consider and if thought fit, pass the following resolutions of which Resolutions 1 to 9 will be proposed as ordinary
resolutions and Resolutions 10 and 11 as special resolutions:
Ordinary Business
1. To receive and adopt the Company’s financial statements for the year ended 31 December 2024, together with the
Directors’ Report and the auditor’s report thereon.
2. To receive and approve the Directors’ Remuneration Report as set out in the Company’s Annual Report and financial
statements for the year ended 31 December 2024 (other than the Directors’ Remuneration Policy as set out on
pages 58 and 59 of the Directors’ Remuneration Report).
3. To approve the Directors’ Remuneration Policy for the three year period ending 31 December 2027.
4. To authorise the Directors of the Company to declare and pay all dividends of the Company as interim dividends
and for the last dividend referable to a financial year not to be categorised as a final dividend that is subject to
shareholder approval.
5. To re-elect Ms C. Gulliver as a Director.
6. To re-elect Mr J. Heawood as a Director.
7. To re-elect Mr T. Roper as a Director.
8. To re-appoint KPMG LLP as the Company’s auditor to hold office from the conclusion of this Annual General Meeting
until the conclusion of the next annual general meeting at which accounts are laid before the Company.
9. To authorise the Directors to determine the auditor’s remuneration.
Special Business
10. THAT, the Company be generally and unconditionally authorised in accordance with section 701 of the Act to make
market purchases (within the meaning of section 693(4) of the Act) of Ordinary Shares and to cancel or hold in
treasury such shares provided that:
a. the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is 14.99% of the
Ordinary Shares in issue as at the date of the passing of this Resolution;
b. the minimum price which may be paid for an Ordinary Share is £0.01;
c. the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall not be more than the
higher of (i) an amount equal to 5% above the average of the middle market quotations for an Ordinary Share
taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the date
on which the Ordinary Share is contracted to be purchased; and (ii) the higher of the price of the last independent
trade and the current highest independent bid on the trading venue where the purchase is carried out;
d. the authority hereby conferred shall expire on 30 June 2026, or, if earlier, at the conclusion of the annual general
meeting of the Company to be held in 2026 unless such authority is renewed, revoked or varied prior to such time
by the Company in general meeting; and
e. the Company may make a contract to purchase Ordinary Shares under the authority hereby conferred prior to
the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority
and may make a purchase of Ordinary Shares pursuant to any such contract.
11. THAT a general meeting of the Company other than an annual general meeting may be called on not less than
14 clear days’ notice.
By order of the Board
abrdn Holdings Limited
Secretaries
280 Bishopsgate
London EC2M 4AG
10 April 2025
154 Annual Report 2024
Notes:
1. In accordance with section 311A of the Companies
Act 2006, the contents of this Notice of Meeting,
details of the total number of shares in respect of
which members are entitled to exercise voting rights
at the Annual General Meeting and, if applicable,
any members’ statements, members’ resolutions
or members’ matters of business received by the
Company after the date of this notice will be available
on the Company’s website eurologisticsincome.co.uk.
2. As a member, you are entitled to appoint a proxy or
proxies to exercise all or any of your rights to attend,
speak and vote at the Annual General Meeting.
A proxy need not be a member of the Company.
You may appoint more than one proxy provided each
proxy is appointed to exercise rights attached to
different shares. You may not appoint more than one
proxy to exercise the rights attached to any one share.
A form of proxy is enclosed.
3. To be valid, any form of proxy or other instrument of
proxy and any power of attorney or other authority,
if any, under which they are signed or a notarially
certified copy of that power of attorney or authority
should be sent to the Company’s registrars so as to
arrive not less than 48 hours before the time fixed for
the meeting (excluding non working days). The return
of a completed form of proxy or other instrument
of proxy will not prevent you attending the Annual
General Meeting and voting in person if you wish to
do so.
4. The right to vote at the meeting is determined by
reference to the Company’s register of members
as at 6.30 p.m. on 23 June 2025 or, if this meeting
is adjourned, at 6.30 p.m. on the day two business
days prior to the adjourned meeting. Changes to the
entries on that register of members after that time
shall be disregarded in determining the rights of any
member to attend and vote at the meeting.
5. As a member you have the right to put questions at
the meeting relating to the business being dealt with
at the meeting.
6. CREST members who wish to appoint a proxy
or proxies by utilising the CREST electronic proxy
appointment service may do so for the Annual
General Meeting and any adjournment(s) thereof
by utilising the procedures described in the CREST
Manual. CREST Personal Members or other CREST
sponsored members, and those CREST members
who have appointed a voting service provider(s),
should refer to their CREST sponsor or voting service
provider(s), who will be able to take the appropriate
action on their behalf.
7. In order for a proxy appointment made by means of
CREST to be valid, the appropriate CREST message
(a“CREST Proxy Instruction”) must be properly
authenticated in accordance with Euroclear UK
& Ireland Limited’s (“EUI”) specifications and must
contain the information required for such instructions,
as described in the CREST Manual which can be
viewed at www.euroclear.com. The message must
be transmitted so as to be received by the issuer’s
agent (ID RA19) by the latest time(s) for receipt of
proxy appointments specified in the notice of Annual
General Meeting. For this purpose, the time of receipt
will be taken to be the time (as determined by the
timestamp applied to the message by the CREST
Applications Host) from which the issuer’s agent is
able to retrieve the message by enquiry to CREST in
the manner prescribed by CREST.
8. CREST members and, where applicable, their CREST
sponsors or voting service providers should note that
EUI does not make available special procedures in
CREST for any particular messages. Normal system
timings and limitations will therefore apply in relation
to the input of CREST Proxy Instructions. It is the
responsibility of the CREST member concerned to
take (or, if the CREST member is a CREST personal
member or sponsored member or has appointed a
voting service provider(s), to procure that his CREST
sponsor or voting service provider(s) take(s)) such
action as shall be necessary to ensure that a message
is transmitted by means of the CREST system by any
particular time. In this connection, CREST members
and, where applicable, their CREST sponsors or voting
service providers are referred, in particular, to those
sections of the CREST Manual concerning practical
limitations of the CREST system and timings.
9. It is possible for you to submit your proxy votes
online by going to Equiniti’s Shareview website,
www.shareview.co.uk, and logging in to your Shareview
Portfolio. Once you have logged in, simply click ‘View’
on the ‘My Investments’ page and then click on the link
to vote and follow the on-screen instructions. If you
have not yet registered for a Shareview Portfolio,
go to www.shareview.co.uk and enter the requested
information. It is important that you register for a
Shareview Portfolio with enough time to complete
the registration and authentication processes.
10. The Company may treat as invalid a CREST
Proxy Instruction in the circumstances set out in
Regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001.
11. Institutional investors may be able to appoint a proxy
electronically via the Proxymity platform, a process
which has been agreed by the Company and
approved by the Registrar. For further information
regarding Proxymity, please go to www.proxymity.io.
Your proxy must be lodged by no later than 9.30 am
on 23 June 2025 in order to be considered valid.
155Annual Report 2024
Before you can appoint a proxy via this process you
will need to have agreed to Proxymity’s associated
terms and conditions. It is important that you read
these carefully as you will be bound by them and they
will govern the electronic appointment of your proxy.
12. In the case of joint holders, where more than one
of the joint holders completes a proxy appointment,
only the appointment submitted by the most senior
holder will be accepted. Seniority is determined by the
order in which the names of the joint holders appear in
the Company’s register of members in respect of the
joint holding (the first-named being the most senior).
13. A corporation which is a shareholder can appoint one
or more corporate representatives who may exercise,
on its behalf, all its powers as a shareholder provided
that no more than one corporate representative
exercises powers over the same share. A Director,
the company secretary, or some person authorised
for the purpose by the company secretary,
may require any representative to produce a certified
copy of the resolution so authorising him or such other
evidence of his authority reasonably satisfactory to
such Director, company secretary or other person
before permitting him to exercise his powers.
14. Any person to whom this notice is sent who is a person
nominated under section 146 of the Companies
Act 2006 to enjoy information rights (a “Nominated
Person”) may, under an agreement between them
and the member by whom they were nominated,
have a right to be appointed (or to have someone
else appointed) as a proxy for the Annual General
Meeting. If a Nominated Person has no such proxy
appointment right or does not wish to exercise it,
they may, under any such agreement, have a right to
give instructions to the member as to the exercise of
voting rights. Anyperson holding 3% of the total voting
rights in the Company who appoints a person other
than the Chairman as his or her proxy(ies) will need to
ensure that both he or she and such proxy(ies) comply
with their respective disclosure obligations under the
UK Disclosure Guidance and Transparency Rules.
15. The statement of the rights of members in relation
tothe appointment of proxies in paragraphs 2 and
3above does not apply to Nominated Persons.
Therights described in these paragraphs can
only be exercised by members of the Company.
16. As at close of business on 10 April 2025 (being the
latest practicable date prior to publication of this
document), the Company’s issued share capital
comprised 412,174,356 Ordinary Shares and there
were no shares held in treasury. Each Ordinary Share
carries the right to one vote at a general meeting of
the Company and therefore the total number of voting
rights in the Company as at close of business on
10 April 2025 is 412,174,356.
17. No Director has a service contract with the Company,
however, copies of Directors’ letters of appointment
will be available for inspection for at least 15 minutes
prior to the meeting and during the meeting.
18. Under section 338 of the Companies Act 2006,
members may require the Company to give,
to members of the Company entitled to receive this
Notice of Meeting, notice of a resolution which may
properly be moved and is intended to be moved at the
Annual General Meeting. Under section 338A of that
Act, members may request the Company to include
in the business to be dealt with at the Annual General
Meeting any matter (other than a proposed resolution)
which may be properly included in the business.
19. Members should note that it is possible that, pursuant
to requests made by the members of the Company
under section 527 of the Companies Act 2006,
the Company may be required to publish on a website
a statement setting out any matter relating to: (i)
the audit of the Company’s accounts (including the
auditor’s report and the conduct of the audit) that are
to be laid out before the Annual General Meeting;
or (ii) any circumstances connected with an auditor of
the Company ceasing to hold office since the previous
meeting at which annual accounts and reports were
laid in accordance with section 437 of the Companies
Act 2006. The Company may not require the members
requesting any such website publication to pay its
expenses in complying with sections 527 or 528 of the
Companies Act 2006. Where the Company is required
to place a statement on a website under section
527 of the Companies Act 2006, it must forward the
statement to the Company’s auditor not later than the
time when it makes the statement available on the
website. The business which may be dealt with at the
Annual General Meeting includes any statement that
the Company has been required under section 527 of
the Companies Act 2006 to publish on the website.
20. Pursuant to section 319A of the Companies Act
2006, the Company must cause to be answered at
the Annual General Meeting any question relating to
the business being dealt with at the Annual General
Meeting which is put by a member attending the
meeting, except in certain circumstances, including if
it is undesirable in the interests of the Company or
the good order of the meeting that the question be
answered or if to do so would involve the disclosure of
confidential information.
21. You may not use any electronic address provided
either in this Notice of Meeting or any related
documents (including the Form of Proxy) to
communicate with the Company for any purposes
other than those expressly stated.
156 Annual Report 2024
Contact Addresses
Directors
Anthony Roper (Chairman)
Caroline Gulliver
John Heawood
Secretaries and Registered Office
abrdn Holdings Limited
280 Bishopsgate
London
EC2M 4AG
Alternative Investment Fund Manager
abrdn Fund Managers Limited
280 Bishopsgate
London
EC2M 4AG
Investment Manager
abrdn Investments Ireland Limited
2nd Floor
2-4 Merrion Row
Dublin 2
D02 YN56
Stockbroker
Investec PLC
30 Gresham Street
London
EC2V 7QP
Solicitor
Gowling WLG (UK) LLP
4 More London Riverside
London
SE1 2AU
Registrar
Equiniti Limited
Aspect House Spencer Road
Lancing
BN99 6DA
Tel: UK and Overseas +44 (0) 371 384 2030
Lines open 8:30am to 5:30pm (UK time), Monday to
Friday, (excluding public holidays in England and Wales)
shareview.co.uk
Depositary
Citibank UK Limited
Citigroup Centre
Canada Square
Canary Wharf
London
E14 5LB
Independent Auditor
KPMG LLP
15 Canada Square
Canary Wharf
London
E14 5GL
Website
eurologisticsincome.co.uk
Foreign Account Tax Compliance Act
(“FATCA”)IRS Registration Number (‘‘GIIN’’)
DF2TVL.99999.SL.826
Legal Entity Identifier (LEI)
213800I9IYIKKNRT3G50
Registered Number
Incorporated in England & Wales with number 11032222
157Annual Report 2024
0004312469
For more information visit eurologisticsincome.co.uk
aberdeeninvestments.com