Ground Rents Income Fund plc - GRIO

Company summary

Ground Rents Income Fund Limited ('the Company') is a closed-ended real estate investment trust incorporated in England on 23 April 2012. The Company has been listed on The International Stock Exchange (‘TISE’) and has traded on the SETSqx platform of the London Stock Exchange since 13 August 2012. Schroders Capital was appointed as the Company’s Alternative Investment Fund Manager (‘AIFM’) in May 2019 to support the Board with the headwinds related to building safety and leasehold reform.


Investment Policy

During the first half of 2023 the Board and Manager carried out an extensive shareholder consultation on proposals to change the Continuation Vote mechanism included in the Articles dating from 2012, as well as proposed changes to the Investment Policy.  These proposals received strong support from Shareholders and resulted in the following amended Investment Policy:

  • The assets of the Company will be realised in a controlled, orderly and timely manner, with the objective of achieving a balance between (i) periodically returning cash to shareholders at such times and from time to time and in such manner as the Board (in its absolute discretion) may determine; and (ii) optimising the net realisation value of the Company’s investments.
  • The strategy for realising individual investments will be flexible and may need to be altered to reflect changes in circumstances of a particular investment or in the prevailing market conditions. All material disposals of assets to be made by the Company will be approved by the Board.
  • Whilst implementing this realisation strategy, the Company will aim to deliver best-in-class residential asset management including fairness, transparency, and affordability for leaseholders. The net proceeds of portfolio realisations will be returned to shareholders at such times and from time to time and in such manner as the Board (in its absolute discretion) may determine. The Board will take into consideration the Company’s working capital requirements (including, but not limited to, debt servicing and repayments), the cost and tax efficiency of returns of capital and the requirements of applicable law.
  • The Company may not make new investments, except where required to preserve and/or enhance the disposal value of its existing assets.
  • To the extent that the Company has not disposed of all of its assets by the time of the next shareholder vote to consider the Company’s future to be held on or before 18 November 2027, in accordance with the revised articles of association of the Company, shareholders will be provided with an opportunity to review the future of the Company. To that end, an ordinary resolution will be proposed on or before 18 November 2027 that the Company will continue as then presently constituted.

Key information

Slide 1 of 10
Continuation Vote Consultation 2024 Presentation
2024 10 23 GRIO EGM Circular
2024 EGM Presentation
2024 Result of EGM
Latest Annual Report and Accounts
Notice of AGM and Circular
Result of EGM
Result of AGM
Key Information Document- Ordinary shares
Latest Factsheet

Meet the manager

“We aim to optimise value for our shareholders via a controlled, orderly, and timely realisation of assets and deliver best-in-class residential asset management for our leaseholders.”

Chris Leek

Independent Board of Directors

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Public consultation submissions

Slide 1 of 5
Government - Reforming the Leasehold and Commonhold Systems in England and Wales Consultation Submission (2022)
Government - Building a Safer Future Consultation Submission (2019)
Government - Implementing Reforms to the Leasehold System in England Consultation Submission (2018)
Government - Tackling unfair practices in the leasehold market Consultation Submission (2017)
Government - Restricting ground rent for existing leases

Documents

Slide 1 of 8
Latest Annual Report and Accounts
Half Year Report 2024
EGM Presentation
Trading Update and Shareholder Consultation
Notice of EGM circular
Privacy Policy
Alternative Investment Fund Managers Directive (AIFM) Disclosures
2024 EGM Results

Archive

Annual Reports and Accounts

2022 / 2021 / 2020 / 2019 / 2018 / 2017 / 2016 / 2015 / 2014 / 2013

Half Year Report

2023 / 2022 / 2021 / 2020 / 2019 / 2018 / 2017 / 2016 / 2015 / 2014 / 2013

Prospectus

Supplementary Information Memorandum - 2016 / Listing document - May 2013 / Listing document - July 2012

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Investing in Ground Rents Income Fund plc

Fund Risk Considerations: Ground Rents Income Fund Limited

Following a change to the Investment Policy in April 2023, the assets of the Company will be realised in a controlled, orderly and timely manner, with the objective of achieving a balance between (i) periodically returning cash to shareholders at such times and from time to time and in such manner as the Board (in its absolute discretion) may determine; and (ii) optimising the net realisation value of the Company’s investments. The strategy for realising individual investments will be flexible and may need to be altered to reflect changes in circumstances of a particular investment or in the prevailing market conditions. All material disposals of assets to be made by the Company will be approved by the Board. The Company may not make new investments, except where required to preserve and/or enhance the disposal value of its existing assets. (Please see above for the Company’s Investment Policy in full.)

The Government has been considering reforms to the residential leasehold system and building safety regime since 2017. This has created uncertainty and impacted the Company. More specifically, the uncertainty relating to the practical and financial impact of building safety legislation on the Company’s portfolio has resulted in a disclaimer of opinion within the Auditor’s report (the ‘Modified Auditor’s Report’) in the 2022 Annual Report. This modification was caused by the Company’s Auditor being unable to adequately verify the various assumptions made by the Company’s independent valuer. Whilst the Modified Auditor’s Report remains in place, all future dividend payments will be withheld, despite the Company having significant distributable reserves and good visibility of earnings. The final outcome of future building safety and residential leasehold legislation remains unclear and could negatively impact the Company’s portfolio further. The Board of the Company and Schroders Capital as Investment Manager are focussed on a clear strategy to address the headwinds to do with building safety and leasehold reform and thereby to optimise value for shareholders via a controlled, orderly, and timely realisation of assets, whilst aiming to deliver best-in-class residential asset management for leaseholders. Further details are contained in the recent report and accounts.

  • Capital erosion: Where fees are charged to capital instead of income, or a fixed distribution amount is paid regardless of the Company’s performance, there is the potential that performance or capital value may be eroded.

  • Concentration risk: The Company may be concentrated in a limited number of geographical regions, industry sectors, markets and/or individual positions. This may result in large changes in the value of the company, both up or down.

  • Counterparty risk: The Company may have contractual agreements with counterparties. If a counterparty is unable to fulfil their obligations, the sum that they owe to the Company may be lost in part or in whole.

  • Gearing risk​: The Company may borrow money to make further investments, this is known as gearing. Gearing will increase returns if the value of the investments purchased increase by more than the cost of borrowing, or reduce returns if they fail to do so. In falling markets, the whole of the value in such investments could be lost, which would result in losses to the Company.

  • Liquidity Risk: The price of shares in the Company is determined by market supply and demand, and this may be different to the net asset value of the Company. In difficult market conditions, investors may not be able to find a buyer for their shares or may not get back the amount that they originally invested. Certain investments of the Company, in particular the unquoted investments, may be less liquid and more difficult to value. In difficult market conditions, the Company may not be able to sell an investment for full value or at all and this could affect performance of the Company.

  • Market risk: The value of investments can go up and down and an investor may not get back the amount initially invested.

  • Market Risk: The value of investments can go up and down and an investor may not get back the amount initially invested.

  • Operational risk​: Operational processes, including those related to the safekeeping of assets, may fail. This may result in losses to the Company.

  • Performance risk: Investment objectives express an intended result but there is no guarantee that such a result will be achieved. Depending on market conditions and the macro economic environment, investment objectives may become more difficult to achieve.

  • Private market valuations, and pricing frequency: Valuation of private asset investments is performed less frequently than listed securities and may be performed less frequently than the valuation of the Company itself. In addition, in times of stress it may be difficult to find appropriate prices for these investments and they may be valued on the basis of proxies or estimates. These factors mean that there may be significant changes in the net asset value of the Company which may also affect the price of shares in the Company.

  • Share price risk: The price of shares in the Company is determined by market supply and demand, and this may be different to the net asset value of the Company. This means the price may be volatile, meaning the price may go up and down to a greater extent in response to changes in demand.

  • Smaller companies risk: Smaller companies generally carry greater liquidity risk than larger companies, meaning they are harder to buy and sell, and they may also fluctuate in value to a greater extent.

Non-Mainstream Pooled Investments (NMPI) Status

The Company currently conducts its affairs so that its shares can be recommended by IFAs to ordinary retail investors in accordance with the FCA's rules in relation to non-mainstream investment products 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.