Good morning. Thank you everyone for joining us. A big thank you to Mike, Sandy, Nick, Freddie, and John for all the hard work that's got us here. I think at 3 o'clock this morning, for everyone, it definitely felt like this was a process of giving birth. I think the gestation period has been pretty much the same, although don't believe what you read in the media. On that note, I just want to do one very brief thank you to Freddie's partner, Beth. And about three weeks ago, she gave birth to their first child. Freddie may have been slightly absent for the last few weeks, but he'll be back. A big thank you for that. I have to say, at least it got me used to the lack of sleep last night. Exactly. Brilliant. I think what we're gonna do is, spend 20-odd minutes just talking through some slides about the structure, key points. Then at the end, if that's okay, we'll hand over to Nick to say a couple of words with an emphasis on the word couple. Thank you. Good luck. Why is that? Why not? Brilliant. We are genuinely, even though tired, incredibly excited to talk about the merger of LXI REIT and Secure Income REIT PLC. We see this as a truly transformational deal for both businesses. In terms of structure, it's actually pretty simple. It's a NAV to NAV transaction using the latest updated NAVs of both companies. For LXI REIT, that's 143.4p, and for Secure Income REIT, that's 475.5p. That allows an avoidance of any material hit to NAV, which is key. We're structuring it in two main ways. Up to 75% in shares and 25% as a maximum in cash, which can be taken individually by investors above or below, but capped at that 25%. For us, we're funding that cash element through the new acquisition facility with HSBC and Barclays, which is highly accretive, very low cost of debt. For us, that's a key part of this transaction that helps to optimize our capital structure as we go into the deal and moves our leverage back up to a level that we think will maximize returns, but mitigating through sensible risk parameters. Delighted that we've got the approval of both boards and having discussed on a wall-crossing basis with a number of leading shareholders on both sides. I'm pleased to report that we have irrevocables from the board and management team for Secure Income REIT, which amounts to 12% of the register and a further 32% of letters of intent from Secure Income REIT's top shareholders as well. Hopefully that shows the good support already. Why are we doing this? What is this creating for us? At a super high level on the LXI side, this has given us a rare opportunity to buy effectively GBP 2.3 billion worth of assets with a WALT of 30 years, underpinned by some fantastic covenants, some great real estate, and effectively at an entry cost of 5% on an actual cost basis. In terms of synergies for the whole group, we're unlocking on day one savings of GBP 8.6 million a year, the majority of which is management fee savings of GBP 7.5 million and GBP 1.1 million of admin costs. We expect the deal to be immediately cash accretive to cash earnings, per share, increasing scope for dividend growth, and further dividend coverage as we go forward. In the medium term, we think this will provide a platform that gives us access to cheaper, better, longer, flexible capital, both on an equity, and on a short-term basis from a debt perspective. The portfolios are, I think, hopefully pretty obviously very complementary, all long income, all focusing on indexation, and good quality tenants. Across the combined group, we will have GBP 3.9 billion worth of gross assets. 98% of the income will be inflation-linked or contain fixed uplifts, and we'll have over 350 properties, across that platform. As a combined entity, that will establish us as one of the top 10 U.K. REITs by NTA and market cap with about GBP 2.4 million of net asset value. I think the structure here hopefully can be seen as being relatively novel in that it combines both a REIT-to-REIT merger, but also the coming together of two management teams in different ways. Firstly, from a sort of hard numbers perspective, our management vehicle is buying the Prestbury management vehicle for GBP 40 million. What that does is avoid shareholders on either side from incurring any termination costs that would be normal in a change of control. From a slightly more detailed perspective, we're delighted to have both Nick and Sandy joining the boards as non-executive directors. Mike, through his partnership structure, will continue to have a significant influence over the strategy and brains and thinking behind the group going forward. I'm delighted to have in the audience a number of key members of the Prestbury team who are joining us after the merger, which bolsters both our property teams and our finance teams and puts us in a great position going forward. I think crucially, Nick, Sandy and Mike and co are putting their money where their mouth is as they always do, and are retaining just under 6% shareholding in the combined group, valued at over GBP 140 million. Let me hand over to Freddie now to give you a little bit more detail on the benefits to both shareholders for the transaction. Yeah. Thank you very much, Simon, and good morning to everyone here. Thanks for coming, and good morning to everyone who's on the webcast as well. I think to some extent, the benefits and indeed the need for this type of proactive merger really are self-evident, particularly in the U.K. REIT sector. Just as Simon said, to run you through what we see as the key mutual benefits to the LXI and Secure Income REIT shareholders. The first box here just summarizes the drivers for earnings accretion and financial benefits of the transaction. The merger unlocks annual cost savings of GBP 8.6 million, and that's immediate accretion, which gives the potential for higher dividends and increased dividend growth going forward. The large vehicle we expect to have one of the lowest total expense ratios in the U.K. REIT sector, and we're still aiming to maintain a conservative leverage ratio and a prudent debt structure, and we'll touch on that a bit more later on in the presentation. Moving down the page, to box two and the benefits of significantly larger scale. The merger brings together a combined portfolio value of almost GBP 3.9 billion, which creates a new top 10 U.K. REIT and the U.K.'s leading sector-diversified REIT with among the longest weighted average unexpired lease term in the sector at 26 years. I think one of the key benefits of this transaction that Simon did touch on earlier is the instant achievement of such material scale, but while avoiding the regular purchase cost that you get from property, which can be so dilutive to NAV as you grow organically as a REIT. Just how unique this opportunity is for the shareholders of both companies really to access such a quantum of real estate that Simon will give a lot more detail on what the combined portfolio looks like later on in the presentation. The size of the portfolio will allow us crucially to look at a much broader universe of assets going forward without compromising our portfolio diversification. In terms of access to capital on the top right of the slide, the benefits of scale clearly are about better liquidity and lower volatility, and that will attract a range of potential new investors that only tend to look at larger and more efficient vehicles. Shareholders in the enlarged vehicle will also benefit from greater index weightings across the 250, the EPRA/NAREIT, and All-Share FTSE indices as we bring over GBP 1 billion of market capitalization to the main market from AIM, where the Secure Income REIT shares are currently listed. That should deliver some decent short-term support for the share price. The final box I think Simon already touched on is just how we're enhancing our management team and board as we take this vehicle forward, while also making it a cheaper and more cost-efficient vehicle from a shareholder perspective. The LXI team are taking on key senior personnel from Prestbury, with Nick and Sandy also joining our board as non-executive directors and the Prestbury team will be rolling in a material shareholding into this vehicle. Nick will also be joining a new property investment committee along with other specialists from the LXI board, and that will give us access to their strategic property focus, and we're delighted to be keeping Nick involved in those key property decisions as we move forward. Hand back to Simon now on slide five. Thanks, Freddie. This slide just gives you a bit of an overview of how the portfolio will look on a combined basis across subsectors and the scale. As we said, GBP 3.9 billion worth of gross asset value is clearly a decent chunk. I think, over the last few months, what the markets have shown in terms of macro, in terms of geopolitical issues, is that scale today is much, I think, about safety as it used to be about growth potential. We're very excited about the upside that we can generate from this vehicle. We're also confident in our ability to continue to be a very safe haven for investors who are looking for security of income. Just across the metrics that we can see there, 346 properties, a net initial yield of around 4.6%-4.7%, a market leading WALT of over 26 years. As everyone will know, 100% of our assets remain fully occupied on triple net long-term income leases. I think the key point today, as shown on the next slide more than ever, is obviously indexation. When you're looking at long income property, there's always a natural tension between wanting to achieve good rental growth from an inflationary perspective, but also ensuring that you're not over-rented, which means that your yield, your reversionary value, is impacted, let alone putting too much stress on underlying occupiers. We think the balance that we achieve across the portfolios is sensible. We have an element that is uncapped that's around 20%. But most of our assets do have a cap, but at a sensible level, averaging around 4% per annum. Nearly three-quarters of the portfolio has a minimum uplift through either a fixed element, or a collar, which means that we can still generate decent upside, on the income even in a lower inflation environment. I think both vehicles have done that pretty successfully, in the last three or four years. I think crucially, for investors, especially as inflation is high today, the combined group will have 55% of its income reviewed on an annual basis. That allows us to grab that inflation today rather than having to wait three, four, five years for a five-yearly rent review. I think as we show on the chart, our largest weighting remains towards RPI income, which you know, traditionally has tracked and certainly is continuing to track at a higher level than CPI. The next slide, I think, is designed to give a quick reminder, but also I think assurance of the type of strategies that we intend to deploy going forward. Really what we're aiming to do is continue to deliver the best of both using the skills, experience, contacts, networks that both parties coming together have. For us, traditionally, we've done a lot of forward fundings, over 80 in the last five years. I think the benefits of that have been self-evident in terms of growth, in terms of having brand-new buildings on long unexpired leases with good ESG credentials. I think what we spotted over the last few years was absolutely we still get the best value out of the small lot sizes. The sort of GBP 5 million, GBP 10 million, GBP 15 million that are a bit too small for the big institutions and a bit too big and complicated for high-net-worth investors. What we've also seen is a relatively thin market at the much larger size. The sort of GBP 150 million, GBP 200 million lot size forward funding. We think this platform will beget a great opportunity for us to exploit that and still deliver really good returns through that forward funding strategy. Clearly, Prestbury's one of Prestbury's key strategies over time has been access to high quality, large scale, accretive sale and leasebacks. That's something that we have done to a lesser extent, to a smaller scale. That is something that we really look to benefit from going forward, picking the brains and contacts of these guys here. I think the final point in terms of sort of headline strategies is capital recycling. That's something that both groups have done. Between us, we've sold over GBP 500 million worth of property since 2017. Always doing so in accretive way to reinvest at a high yield or to return capital to shareholders. We don't see any reason why we should stop that. Quite the opposite, that will remain a key strategy that we can react to changes in consumer trends and to property market changes to evolve the portfolio. I think for us, in the past, you know, some people have questioned the benefits of of what they might call a generalist approach. For us, actually, you know, being what we think is multi-specialist, so specialists across lots of different sub-sectors, has proven itself to deliver better returns on average, without diluting the quality, access, knowledge, of or market know-how that particular specialist buyers have. The platform that we have here remains very diversified, and enables us to continue to hunt into new sub-sectors, as we have done recently with life sciences, with education, and those further opportunities we think will continue there, in an even more positive way for us. Let me hand back to Freddie to go into the cost savings in a little bit of detail and then to go through the debt summary. Yeah. Thanks, Simon. Cost savings and other benefits here on slide eight in a bit more detail. The investment advisory fee savings that we're expecting of GBP 7.5 million per annum is a result of the unification of investment advisory services by an enlarged and enhanced LXI team and a reduced fee structure for the enlarged group that Simon will talk about in a bit more detail in a couple of slides. That along with the operational cost savings of GBP 1.1 million per annum, resulting from the elimination of duplicated administrative expenses across both businesses, comprise that GBP 8.6 million of annual savings that we've mentioned earlier in the presentation. Our low cost base going forward will deliver a reduced cost per share and produce one of the lowest total expense ratios across the U.K. REIT sector. I think finally, one of the key potential benefits that wasn't really pulled out so much on slide four is the range of refinancing opportunities that exist. This transaction gives us access to much more operationally flexible type of debt in the form of benchmark bonds and USPPs. One of the key strategic focuses for us going forward will be the achievement of an investment-grade credit rating, and the opportunity to move to an unsecured debt basis in very short order. That's aided, I think, by the numerous near-term maturity dates, in the combined group's, capital structure. Clearly, that's demonstrated, over the page on slide nine with a chart at the bottom here. That shows that over GBP 1 billion of debt is due for refinancing over the next three to four years. That attracts an average cost of over 4% per annum at the moment. Even in a current rising interest rate environment, with an investment-grade rating, there could still be some significant savings as we capitalize on these opportunities as they approach. In terms of an overview, as part of this deal, we're using an acquisition facility, as Simon mentioned earlier, to fund the partial cash option. There's some details of that facility in an appendix to this presentation if you want to have a look at that. That will take the group's pro forma leverage up to a maximum 37%. Over the longer term, we'll manage that back down toward our 30% target. Just to briefly cover some of the key protections in our debt structure. The enlarged group will have eight ring-fence security pools with no direct recourse to each other, all with cure rights. The enlarged group will have almost GBP 600 million of unsecured assets and cash. A key protection for our investors here, with 100% of interest costs being either capped or fixed, is if it's a breach of the tightest LTV covenant, values would have to fall by 32%. I think this continues to represent a conservative and secure low-risk debt pool for the enlarged group, while also offering material opportunities for cash savings and further earnings accretion in the near term. I'll hand back over to Simon on slide 10. Thanks, Freddie. Slide 10 just gives a little bit more detail about the management structure going forward and the acquisition of the Prestbury management contract effectively that's being carried out here. Our management group rather than our REIT is paying GBP 40 million to the Prestbury team to effectively acquire the management vehicle going forward. That represents 2.6x the revenue as it is today of that vehicle versus 3.5 years that's left on that contract. As would be expected, Rothschild has given a fair and reasonable opinion on that basis as you would expect. For us, what that means is we're getting access to, as we said, the brains, the networks, the contacts of the best of the Prestbury team, through direct and indirect routes, along with enabling us to staff up in terms of hires. We have four new Prestbury team members coming across on top of that, as a mixture of full-time and consultants. We're also separately in the process of hiring a couple of extra people within our group, a new head of ESG and a new head of legal, that will further expand the team and ensure that we have adequate resource to manage the enlarged group going forward. As Freddie mentioned, we're also further enhancing the nature of our board structure with the creation of a property investment committee, which Nick, along with two of our existing property-focused board members, Hugh and John, will be sitting on. That's gonna be a great forum for kicking around ideas, and also obviously being super thorough in terms of analyzing and leading to the execution of those transactions. Not necessarily from Nick's perspective but the others will be certainly helpful. In terms of fees, we are adopting our existing fee structure and also lowering it. For those who don't know us that well, we have a fee structure that is charged on market cap, that we think helps align interest with shareholders as much as possible. The fees are 75 bps up to 500 million market cap. That steps down to 65 bps. Then we've brought in a new hurdle of 55 bps above a 2 billion rate. That clearly is part of the day one savings and accretion that we'll see from a shareholder perspective that really gives the potential for future dividends. Let me hand back to Freddie to do a little final bit on transaction structure and timetable before we wrap up and move to Nick's overview. Yeah, thanks very much, Simon. Just some key reminders here really on slide 11. The consideration will take the form of 3.32 new LXI shares for each Secure Income REIT share. A partial cash alternative capped at 25% of the total offer is also available to Secure Income REIT shareholders. Assuming full take up of that cash alternative, the combined group will be owned 53% by LXI REIT existing shareholders and 47% by Secure Income REIT shareholders. That cash component is funded by the acquisition facility, which is unsecured and is up to GBP 385 million with a maximum term of 24 months, an average margin over the first 12 months of 188 basis points over three-month SONIA. We'd expect to have that refinanced, as really we see it as a bridging facility well within the first year. Pro forma LTV of the combined group, 37%. Medium- to long-term target, bringing that down to 30%. In terms of dividends during the offer period, we'll make sure we avoid any double dip by aligning dividends prior to completion. Last thing I'll pull out all the way to the bottom is timetable. The Rule 2.7 announcement was, hopefully on your screens this morning. Circular prospectus and scheme document expected in early June. Shareholder meetings expected later that month. Anticipated completion of the deal on the current timetable is early July. Simon. Thanks, Freddie. I think just sort of a wrap up from my perspective, obviously, we've given you a lot of facts and figures, but stepping back, for us, we do think this is a really transformational deal, for both sides. A step change in scale, but not scale for scale's sake. To provide liquidity, to provide safety, provide accretion, to continue to drive good quality index income and growth for our shareholders. I think equally importantly, looking forward, it's the first step, albeit a very large one, towards the future where we see the potential for future growth opportunities. Anyway, over to Nick. We've only got 30 seconds, so. You've been very generous with me in those 30 seconds. I don't get to talk as much as I used to. Personally, thank you very much, Simon. I just wanted to say a few words from the Secure Income REIT shareholders and managers' perspective. Unfortunately, I'm scripted because I'm subject to the scrutiny of the thought police. Apologies to all of you who are not used to hearing me read, but you're going to hear me read this, and I'll scoot through it as quickly as I can. He's got such a short boredom threshold. Many of you will have heard Mike, Sandy, and I talk for some time now about how in the world of secure long-term income property, bigger is better. Greater risk diversification is of itself value enhancing, but this also leads to potentially greater credit worthiness and access to materially cheaper capital. When you combine this with significant cost savings and greater liquidity, one hopes, with the right management structure, this is a recipe for one and one equaling three. Against the background today of serious inflationary and other current economic pressures. Now, seems like a very sensible time for both LXI and us to be significantly stepping up in terms of size and risk diversification and the powerful combination of the skill sets of our two management teams with all the benefits this brings to both sets of shareholders. We identified LXI some time ago as a perfect strategic fit with our business, and hopefully you did as well. I won't spare their blushes. They have a proven excellent management team, which quite frankly, can do the job of handling operations every bit as well as we can, perhaps even better. Through this merger, we'll save a lot of money for shareholders in the process, given the potential synergies. We've had the pleasure of getting to know Simon, John, and Freddie really well over quite a few months now. Like us, they're very ambitious and they're risk-averse. We share complementary portfolios, common investment objectives, and a very similar approach to risk management. We also have complementary property skills, and never to be underestimated, we get on extremely well. The chemistry between us has been absolutely excellent. They're smart, they've got a great track record, and in combination with the value, contacts, and deal flow that we hope we bring to the party represent about as perfect a match as we could hope for. There is simply no need in instances like this to duplicate management costs in this new business. The sale of our management company to the parent company of LXI REIT Advisors is in effect at no cost at all to shareholders, and there is also no termination fee to which Prestbury manager would otherwise have been contractually entitled. The sale is at a modest multiple and costs shareholders nothing. As you know, our very substantial shareholding dwarfs the value of the management contract, and fees have never been our major driver. This arrangement seems like a very efficient way to be a large part of a considerable overhead saving. The merger benefits to both sides are crystal clear to us, and there are multiple drivers which can enable this business to deliver bigger and better than the individual parts and result in a significant premium rating for the enlarged company. LXI has more risk diversification than us, but our major assets perhaps have more untapped growth potential. The sorts of deals LXI will be targeting may well be of a size neither they nor us could have considered doing before now. This opens up property opportunities for the benefit of both sets of shareholders that otherwise might have taken years to enter the orbit of either business. If the deal is approved, the Prestbury management team, which over many years has executed more sale and leaseback transactions than any investor in this space in the U.K., will have an important role supporting the business going forward, either directly or indirectly, because quite frankly, as Simon mentioned, we'll be very motivated by having GBP 140 million invested in it. While there are lockups, these actually really don't mean very much to us, as we haven't had lockups at Prestbury for many, many years. Not only have we not been locked up for the majority of our time at Prestbury, but we have invested, in recent years, over GBP 12 million of our own money in SIR shares. For that reason, we're using this as a liquidity event, excuse me, as an opportunity to top-slice our holding after many years of putting money in, but we're retaining the lion's share of our investment as we're in this for the long term. As you've heard, Sandy and I will be joining the non-exec board, and there will be a specialist properties committee which will support the manager in evolving strategy and recommending property deals to the board. I'll sit on that property committee. Sandy, Mike, Tim Evans, and Ben Walford, and I will be heavily invested through our partnership in new LXI, and this partnership is staying exactly as it was, so all our energies in the long income space will be deployed to grow the business. We cannot think of a better place to put our money in real estate today than this. With this management team, I'm sorry, and we are, as usual, putting our money where our mouths are, as we always have and always will. That Sandy and I are going on the board is because between the three of us, me including Mike, we decided that was the best composition for the company going forward, but it could have been any two of us. We are inextricably linked together through our partnership, and Mike will become a permanent insider, so we don't lose any of his considerable analytical skills or property expertise. Assuming this deal happens, going forward, every long income property deal we would have looked at with will go to LXI and our team's collective 150 years of experience and contacts will be brought into the LXI fold. The ambition of the LXI team with us in the background and support is to grow this business, which will cover all areas of the long income space into a FTSE 100 company. As we've seen in the U.S. long income REIT market, this is far from an impossibility. Now, that really is exciting for shareholders. We will remain absolutely aligned with all shareholders and are as ambitious as ever to help ensure the enlarged company outperforms. Thank you. I think now we're going to Q&A. Okay. Questions. A very good presentation. I think we covered everything. We are waking up. Wake them up. We can kick it off. We can go to the phone. Go to the phone line, shall we? To ask a question, please indicate by dialing star one on your telephone keypad. We will pause for a moment to assemble the queue. As a reminder, participants can also submit a written question by clicking the Ask a Question button on the webcast page. So far, we do not have any questions. There are no questions on the conference call line. I'll now hand back to the room to address the written questions submitted via the webcast page. Currently there are no questions by the website. Just as we like it. Yeah. Well. All right. Thank you very much. Wrap up. Thanks for coming. Thank you very much. Thank you to advisors for not asking all the hard questions. I know that you know. Brilliant. Where's the pub? Sorry. Oh. Just got one by the way. Just too late, sorry. Okay. The first question has come from Justin Bell from Numis. He says, "Congratulations on what looks to be a transformational deal for both companies. Are you able to provide any color on the drivers of SIR's 12% NAV performance in Q1? Shall I have a go, get that wrong, and then you can take over? Why not? I think when you look back over the last two or three years, the NAV performance of both Secure Income REIT and LXI has been pretty much identical within, I think, about a 1% difference between the two. What you saw, given the nature of the hotel and leisure exposures within the SIR portfolio, was a slightly more pronounced kind of V- shape. As COVID hit, the NAV fell more sharply than ours. Ours was a bit more of a sort of U, probably a bad analogy. Since the turn of the year, for a number of reasons, not least of which, you know, we've got a proper rebound in the operational performance of those tenants. People like Travelodge, as an example, outperforming the 2019 record numbers by 10% on a RevPAR basis. That's been replicated across the other major tenants as well. Liquidity has come back to that market. There's a lot of transactions in the hotel and leisure space and a wall of capital chasing that again. Not to forget that, you know, at the last SIR valuation in December, as at that date, the country was looking at Plan B measures and the possibility of another lockdown. I think sentiment was clearly materially affected. Since that date, you've therefore seen a rebound principally in that space, along with the indexation of the capital uplift of the rent reviews that are there. I think for us, it is still actually some decent growth to come within the portfolio. When you look at the hospitals as an example, we think there's definitely the potential for an accretive regear as it works so well for Merlin Entertainments. When you look at the hotel portfolio, the Travelodge valuations remain, you know, at a very attractive level below replacement cost. I think, you know, the final point there to pull out is, you know, from a SIR-wide perspective, their valuation yield remains sort of 6% or 7% wider than the LXI valuation yield. That shows that really it's sort of coming back to more or less the same level rather than having overshot. On a very boring mechanical basis, if you look at the level of gearing that's within the SIR portfolio versus the LXI portfolio pre this transaction, you get a higher NAV uplift because the gearing was higher, if that makes sense. Absolutely. Thank you. We've got one more question come in from Dylan Deschamps, from Samson Rock Capital. He asks, "Have you spoken to your shareholders regarding their election on cash offer? That's a question I think for Prestbury. We've talked to a few of our major shareholders. We haven't asked them as to what their decision is. We launched into the deal, and we didn't expect them to immediately turn around and tell us what the allocation would be. We don't know the answer. I think from our perspective, just on that point, as we sort of touched upon earlier, the cash element actually is accretive from our perspective, given the sort of optimizing our balance sheet, taking our gearing back up to the north of 30%. The cost of that gearing is super helpful. It's a structure that works, was requested on the Prestbury side, but works super well from an LXI shareholder's perspective too. Thank you. There are no further questions via the webcast page. I'll hand back to you, Simon. Brilliant. Thank you very much. For the second time, thank you for coming. The last question. Well done. Thank you. Good job. Thank you. Very good. Thank you very much. Well done.
Loading workspace