Shaftesbury : Investors & Analysts Presen

2020 Results

Investor and Analyst Presentation

Agenda

Email address for webcast participants' questions: [e-mail]

Note: All data refers to the wholly-owned portfolio unless otherwise stated

1. Introduction Brian Bickell
2. Results & Finance Chris Ward
3. 2021 & Beyond Brian Bickell
4. Sustainability Brian Bickell
5. Outlook Brian Bickell
6. Q&A
   Brian Bickell Chris Ward Simon Quayle Tom Welton

2

Introduction
Iconic villages	Covent Garden
	5.0 acres
	25% of portfolio1

Fitzrovia

0.9 acres

4% of portfolio1

Longmartin

1.9 acres	Chinatown
5% of portfolio1
Soho	3.8 acres
21% of portfolio1

1.5 acres

8% of portfolio1 Carnaby

4.8 acres

37% of portfolio1

1. % of combined portfolio valuation

In normal times

c. 754,000	>200 million	>3%	>200 million
working population	passengers use the six	City of Westminster	annual visits to	3
in the City of	Underground stations closest	contribution to UK GVA	the West End
Westminster	to our villages

Introduction

Covid-19 impact on West End footfall

2020 footfall as a % of the same week last year

120%

Lockdown

Begin to

F&B reopened

Enter 2nd

2nd

Tier 2→3

Non essential retail and

unlock

wave

Lockdown

hospitality closed, work

Retail

UK high street at 61%

Rule of six,

100%

from home

reopened

of 2019 level

work from

West End at 39%

home

UK high street at 20%

Tier 2

80%

of 2019 level

West End at 8%

UK High Street

60%

40%

20%

West End

0%

1

2

3

4

5

6

7

8

9

10 11 12 13 14

15 16 17 18

19 20 21 22

23 24 25 26 27

28 2930 31

32 33 34 35

36 37 38 3940

41 42 4344

45 46 47 48

4950 51 52

January

February

March

April

May

June

July

August

September

October

November

December

January

February

March

April

May

June

July

August

September

October

November

December

Source: New West End Company

4

Results & Finance

Chris Ward

5

Results & Finance

Rent Collection

53% of rents collected for the 6 months to 30 September

Deferred, waived or outstanding

17%

21%

83%

Collected79%

46%

54%

67%

33%

Residential:	Offices:	Retail:	Food, beverage and leisure:
£7.1m	£9.4m	£17.7m	£22.9m

1. For the 6 months to 30 September 2020

Note: Width of columns is contracted rent in the 6 months to 30 September 2020 Collection % as at 30 November 2020

Deferred, waived or outstanding

47%

53

%

Collected

Total contracted1: £57.1m

Appendix 1

6

Results & Finance

Letting activity Significant decrease in leasing volume due to Covid-19

• Business confidence affected by pandemic and outlook for economy and consumer spending
• Leasing activity affected since February 2020
• Decrease in commercial leasing activity particularly noticeable in H2
• • Lettings and renewals: £2.1m
  • Rent reviews: £2.7m

Leasing volume (£m)

16.6	16.9
Residential	3.7	15.0
3.6		Residential
		2.2	H2 volumes
			down 49%
			vs 2019
			8.6
Commercial	13.2	Commercial	3.8
13.0		12.8
			4.8
H1	H2	H1¹	H2
2019			2020

1. 2020 includes £2.5m pre-let to Equinox at 72 Broadwick in December 2019

Appendix 1

7

Results & Finance

EPRA vacancy Unprecedented availability of space across the West End

• Vacancy at 30 September: £14.4m, 10.2% (+6.5% Y-o-Y)
• • Majority of the increase in vacancy in H2
  • Affected all uses
  • Reduced near-term occupier demand and letting activity
  • Completion of schemes
  • Space handed back by commercial tenants
  • Exceptional increase in vacant apartments
  • • 137 apartments
    • Overseas occupiers returned home
    • Near-termavailability of flats to let across the West End

Covid-19 impact:

vacancy +7.3%

vs 10 year average

			£14.4m
			10.2%
				Resi
				2.7%
				Offices
				1.8%
Pre-Covid-19		£7.2m
	4.8%		Retail
10 year qtly average	£5.5m
EPRA vacancy:			3.2%
3.7%
2.9%
				F&B and
				Leisure
				2.5%
	Sep 2019	Mar 2020	Sep 2020 Sep 2020
				By use

Appendix 1

8

Results & Finance

History of resilience and growth in ERVs

12 month L-f-L ERV Growth

GFC							Covid-19
7.4%				6.4%	6.8%	6.4%
6.1%	6.0%
4.8%				4.3%
1.6%			3.4%	2.6%	3.2%
	-3.9%
										-6.6%
Sep-07Sep-08Sep-09Sep-10Sep-11	Sep-12	Sep-13Sep-14Sep-15	Sep-16Sep-17	Sep-18Sep-19Sep-20

• LfL decline: 6.6%
• • Impact of reduced footfall: F&B and retail occupiers suffering operational and financial challenges
  • Near-termavailability of space in West End exceeds current occupier demand

All data relates to the wholly owned portfolio

9

Results & Finance

Headlines

Net property income

£74.3m

-24.2%

Portfolio value

Wholly-owned

£3.1bn

-18.3%2

Longmartin3

£0.2bn

-16.9%2

EPRA earnings

Rent collection

£29.4m		53%
-46.2%		Collected1
H1: £25.3m H2: £4.1m		34% deferred or waived

EPRA NAV per share

Loan to value ratio4

£7.43		31.5%
-24.3%		Pro forma5: 22.1%
Pro forma5: £6.72

1. Of rents invoiced for the 6 months to 30 September 2020; collection data to 30 November
2. Like-for-like

3.	Our 50% share	Appendices 2 and 3	10
4.	Based on net debt
5.	Pro forma for November 2020 equity raise

Results & Finance

EPRA earnings

Underlying earnings decrease driven by charges for expected credit losses and impairments in H2

NET PROPERTY INCOME	EPRA EARNINGS	EPRA EPS
-24.2%	-46.2%	9.6p
		H1: 8.2p H2: 1.4p

(£m)

£21.9m

Appendix 2

11

Results & Finance

Portfolio investment

• Capex
• • Schemes across 200,000 sq. ft.; Capex £34.8m
  • Space under refurbishment: 10.1% of ERV
  • 72 Broadwick Street
  • • 48% pre let to Equinox
    • Office space no longer under offer, but encouraging other interest
    • Completion in phases from Summer 2021
• Acquisitions
• • 3 buildings in Carnaby and Berwick Street: £13.3m
  • Acquisition in Seven Dials post year end: £2.8m
• 90-104Berwick Street
• • Vendor failed to meet contractual obligations by April 2020
  • Practical completion of scheme in October 2020
  • Discussions continue but no decision until key conditions fulfilled to our satisfaction

12

Results & Finance

Wholly-owned valuation

18.3% like-for-like decline due to Covid-19 uncertainties

Valuation movement in the year (£m)

• 7.5%-10%reduction in residential values
• • Near-termincrease in availability of space has reduced rental values
  • Increased buy-to-let investor caution
• Short-termcash flow reductions
• • Impact of tenant support and concessions
  • Increased vacancy assumptions

• Equivalent yield: 3.9% (+48 bps)
• • Investor sentiment impacted by Covid-19 uncertainty
  • Operational/ financial pressure on F&B and retail occupiers
  • Low visibility on near-term income
  • Potential capex requirements
• ERV down 6.6% (LfL)
• • Availability of space across the West End exceeds occupier demand
  • Impact on supply/demand tension
  • Ongoing operational and financial challenges faced by lower floor occupiers
  • Uncertainty on near-term footfall/trading

Sep	Yield	ERV	Residential	Short-term	Acquisitions and	Sep
2019				cash flow	capex1	2020

1. Includes current market value of acquisitions made in the period and a capex
movement which represents the year on year change in valuers' estimate of cost	Appendix 3	13
to complete various schemes within the portfolio

Results & Finance

Portfolio reversionary potential

• Majority of reversion relates to vacancy and schemes in progress
• ERV decline: Valuers estimate our let accommodation currently over-rented by £2.5m

(£m)

+27.7%

	72 Broadwick: 5.9
	Other schemes: 8.4
LfL:	LfL:
-6.4%	-6.6%

Appendices 1 and 3

14

Results & Finance

Longmartin JV valuation

Valuation at 30 September 2020 (£m)

With % change since 30 September 2019

 Retail dominated by large shops on Long Acre

• High overall rents; further decline in occupier

demand leading to further pressure on rental values

 Restaurants: Covid-19 disruption to

-40.1%

-6.5%+3.7%

-17.4%

supply/demand balance

• Near-term F&B vacancy in immediate vicinity

 Offices

• ERV growth: 3.2%; Yield: -2 bps

 Residential decline

• Near-term increase in availability and slowing of

investment market

£41.9m	£31.5m	£28.1m	£73.5m
Retail	Restaurants	Residential	Offices

Width of the bars denotes 30 September 2019 valuation

Valuation	£175m
	(Sep-19: £209m)
LfL valuation decline	16.9%
Equivalent yield	4.11% (+17 bps)
ERV	£8.8m (-12.0%)
Annualised current income	£6.2m (-17.9%)

Appendix 3

15

Results & Finance

Net asset value

NAV decrease due to revaluation deficits

EPRA NAV (pence per share)

Wholly-owned (228)

Longmartin (12) -24.3%

Appendix 2

16

Results & Finance

Finance position at 30 September

• Key metrics
• • LTV: 31.5% (+7.6%, due to portfolio revaluation)
  • Available resources: £197.8m
  • • Including £125m undrawn RCF
  • Committed capex: £31m
• Covenants
• • ICR waivers in place:
  • • Term loans: Jan 2021, April 2021
    • RCFs: Dec 2020, Jan 2021
  • Compliance with Bonds' covenants and all LTV covenants, but risk rising
• RCF maturities
• • £125m: May 2022
  • £100m: Feb 2023

30 September	2020
	£m
Resources
Cash	72.8
Undrawn RCFs	125.0
Available resources	197.8
Commitments	(31.0)
Uncommitted resources	166.8
Debt
Net debt	987.0
Loan to value	31.5%
Weighted average maturity	8.3 years
Blended cost of debt1	2.9%

1. Including non-utilisation fees on undrawn bank facilities	Appendix 2	17

Results & Finance

Equity Issue

Maintain strong financial base and liquidity; position to return to long-term growth as pandemic issues recede

• Elevated finance risks
• • Low visibility on near-term income
  • Reliance on ICR waivers for working capital
  • LTV risk increasing
  • Signs on hardening of credit conditions; impact on further waivers and refinancing risk
• Considered range of options including disposals and equity
• • Prioritise maintaining financial capacity and liquidity: focusing on debt and gearing while uncertainty over near-term rental income and property values prevails
  • Material disposals to address financing risks not in shareholders' long-term interest

18

Results & Finance

Equity Issue

• Underwritten firm placing, placing and open offer (£297m gross); offer for subscription (£10m gross)
• • 76.75m shares @ £4 per share
  • Net proceeds: £294.4m
• Use of proceeds
• • Managing finance risks
  • • Cancel shortest tem RCF
    • Liquidity for potential ICR deposits to be used as cure rights in the absence of extended waivers
  • Liquidity maintenance
  • • Fund estimated 2021 operating cash out flows in "reasonable worst case scenario"
    • Provide capital for anticipated capex over coming two years
    • Maintain prudent level of liquidity

Impact on liquidity (£m)

Undrawn

RCF

100.0

Undrawn

RCF

125.0

Cash

Cash

Projected use of proceeds

1.

In the Reasonable Worst Case scenario modelled for the Working Capital Statement

19

Results & Finance

Financing: Other post Balance Sheet events

• £125m RCF cancelled
• • Remove near-term refinance risk
  • Release £252m of security
  • Commitment fee saving: £0.8m pa
• £100m RCF repaid
• • Remains available to be redrawn subject to compliance with agreement
  • Annual interest saving (while undrawn) c £1m
• ICR waiver extensions
• • Term loans: Jul 2021, Jan 2022
  • Remaining RCF: Oct 2021

Pro forma impact

30 September	2020	2020
	Reported	Pro-forma
	£m	£m
Resources
Cash	72.8	267.2
Undrawn RCFs	125.0	100.0
Available resources	197.8	367.2
Commitments	(31.0)	(31.0)
Uncommitted resources	166.8	336.2
Debt
Net debt	987.0	692.6
Loan to value	31.5%	22.1%
Weighted average maturity	8.3 years	9.0 years
Blended cost of debt1	2.9%	3.1%

20

2021 & Beyond

Brian Bickell

21

2021 & Beyond

2021: Headwinds continue

• Pandemic control measures likely to be in place for much of 2021 but impact reducing as conditions improve
• • Continued pressure on retail and hospitality businesses
• Government has announced that London and parts of the Home Counties will be moving to Tier 3 restrictions, beginning from 16 December until further notice
• • All hospitality businesses will close other than for takeaway or home delivery services
  • Non-essentialtravel into or out of the Tier 3 area is discouraged
• Gradual sustained return of local and domestic footfall as confidence returns
• • Encouraging footfall since November lockdown lifted
  • International travel recovery from 2022
• Continuing government support for businesses uncertain
• • Furlough scheme and business rates relief to continue?
  • Brexit transition ends; WTO rules/disruption?
  • End of tax free shopping for international visitors?

22

2021 & Beyond

2021 Recovery Strategy

• Priority to maintain occupancy and street-level activation
• • Vacancy at 30.11.2020: 12% of ERV
• Continue financial and operational support for occupiers but tapering as trading improves
• • Rent collection October/November: 37%
• Flexible leasing and incentives to retain and attract tenants
• • Turnover-linkedrents/shorter retail leases
  • Enhanced specification of new space
• Encouraging letting interest in recent weeks

23

2021 & Beyond

Focused, long term investment strategy

• Complete existing schemes
• • 72 Broadwick Street
• Ensure available space is lettable and competitive
• Continue to repurpose space and improve environmental performance
• Strategic acquisitions in existing ownership clusters
• • Increased availability due to Covid-19 distress
• Selective disposals of assets no longer considered "core"

24

Sustainability

Brian Bickell

25

Sustainability

Sustainability actions Reducing the impact of our operations; supporting local communities

 Environment

 Communities

 Governance

• Ongoing focus on the sustainable re-use buildings
• Continue to improve energy efficiency
• GHG emissions intensity reduced by 7.7% and renewable energy for our wholly-owned supplies
• Increased biodiversity by a further 9%
• Partnering with neighbouring estates and BIDs to improve air quality

• Focused on young people and local communities in Westminster and Camden
• Establishment of Covid Community Fund to meet urgent needs
• Continued long term successful relationships with grassroots organisations
• £866,000 in donations, volunteering and in-kind support
• Board 20% remuneration waiver for four months

• Integration of UN Sustainable

Development Goals and support

for UN Global Compact

• Appointed Head of Sustainability

• Initial review of climate risks in line

with recommendations of TCFD

• Inclusion in the European Dow

Jones Sustainability Index 2020

Sustainability embedded in our operations

26

Sustainability

Sustainability priorities

As a responsible business, we are committed to making a positive impact

 Environment		 Communities		 Governance
• Continue to focus on building re-		• Work with our occupiers to		• Continue to develop our
use and demonstrate carbon		improve their sustainability		sustainability strategy
benefits		performance		• Develop climate change
• Publish long term science based		• Partner with local expert		disclosures in line with
targets		organisation to increase impact		recommendations of TCFD
• Set an ambitious and transparent		• Support community recovery from		• Work in partnership with industry
net zero carbon target		Covid-19		bodies, community groups and
• Continue to invest in green		• Develop community engagement		local authorities
infrastructure and set a new		strategy
medium-term biodiversity target
• Work with partners to reduce
vehicle movements and improve
air quality

Science Based Targets and Net Zero Carbon target to be announced in 2021

27

Outlook

Brian Bickell

28

Outlook

London and the West End

Global appeal; structural resilience

• London
• • Global creative, financial and commercial centre
  • One of the world's most popular visitor destinations
  • Population of 9.3m with expected growth to 10m by 2030

• The West End
• • Seven days-a-week economy with access to an affluent, diverse customer base
  • Huge working population
  • Best and most-innovative restaurants, cafes, bars and clubs
  • Unrivalled concentration of entertainment and cultural attractions
  • Excellent transport links

• Shaftesbury
• • Busiest and liveliest locations in the heart of the West End
  • Distinctive, mid-market offer
  • Modest rental levels
  • Adaptable buildings

29

Outlook
The Shaftesbury Proposition
Making great places even better	Experienced
	& innovative
	management
	team

Making a positive long lasting contribution to

London's West EndLong-term

Responsible estate management Strategy

Long-term	Impossible-	Low risk
growth	to-replicate
prospects	portfolio

30

Q&A

31

Appendices

1. Portfolio
2. Financial
3. Valuation
4. Village Summaries
5. Principal Risks

32

1 Portfolio

33

Appendix: 1 Portfolio

Exceptional portfolio in the heart of London's West End

CARNABY

4.8 ACRES

39%

Of portfolio1,2

COVENT

GARDEN

5.0 ACRES 27%

Of portfolio1,2

CHINATOWN

3.8 ACRES

22%

Of portfolio1,2

SOHO

1.5 ACRES

8%

Of portfolio1,2

FITZROVIA

0.9 ACRES

4%

Of portfolio1,2

LONGMARTIN

34 years to accumulate and virtually impossible to replicate

16 acres and 1.9 acres owned in joint venture

c. 600 buildings2 clustered in

iconic, high footfall locations

1.9 ACRES

1.9 million sq ft

of commercial and residential space and 0.3m sq ft held in joint venture

100% of our portfolio is close to an Underground/Elizabeth Line station

1.	By value	34
2.	Wholly-owned portfolio

Appendix: 1 Portfolio

Our portfolio

Split by ERV

33%

Upper floors

Lower floors

67%

Food,	Retail	Offices	Residential
beverage
and leisure

317	294	0.4m	624
0.7m sq. ft.	0.4m sq. ft.	sq. ft.	0.4m sq. ft.

37%	30%	20%of ERV	13%of ERV
of ERV	of ERV

35

Appendix: 1 Portfolio

Covid-19: impact and response

• Covid-19having a material adverse effect on the Group's revenue
• • Decline in visitors and spending since March due to restrictions on business and impact of social distancing measures
  • Negative impact on F&B and retail trading activity, reduced office utilisation and increased residential vacancy, materially affecting rent collection and vacancy
  • Elevated near-term risk of higher EPRA vacancy until there is a return of business and consumer confidence and activity
• Strategy: preserve long-term value by supporting tenants and maintaining occupancy
• • Waiver and deferral of contracted rents for limited periods
  • Drawing on rent deposits which tenants are not being required to replenish
  • Restructuring leases, including removing or deferring break clauses, and settling outstanding rent reviews
  • From October 2020, option for tenants to pay rents and service charges monthly, rather than quarterly in advance
  • Further support to December 2020 and likely to continue into next year depending on trading conditions in the coming months and prospects for 2021

(contd…)

February 2020

• Global Covid-19 concerns grow
• Footfall and spending begin to decline, first in Chinatown then across the West End
• Reduced leasing activity as global business confidence declines

March 2020

• UK Government restrictions to halt spread of Covid-19
• Footfall and commercial activity at negligible levels
• Construction activity halted

April-June 2020

• Plans begin to emerge for gradual relaxation of Government restrictions
• Non-essentialretail allowed to open from June 15
• F&B and leisure opening remained uncertain

July-August 2020

• F&B permitted to reopen on 4 July
• Improvement as local and domestic day visitors return, followed by gradual return of office workers
• F&B trade benefits from Eat Out to Help Out scheme
• Footfall approaching 50% of pre-
  pandemic level36

Appendix: 1 Portfolio

Covid-19: impact and response (contd.)

• Measures to preserve liquidity
• • Moratorium on all non-essential expenditure, new schemes and acquisitions, other than by exception
  • No dividends to be declared for FY 2020
  • Agreed interest cover waivers in relation to the RCFs and Term Loans until at least December 2020 with one now extended until June 2021
• West End's recovery will depend on duration and severity of government social distancing restrictions:
• • Government advice/restrictions affecting office usage
  • Impact of social distancing measures on trading capacity and turnover levels
  • Recovery in confidence and local and domestic visitor footfall
  • Public transport usage in and out of the West End and levels of the daily office working population
  • Re-openingof visitor attractions, such as theatres, cinemas, galleries, museums
  • Recovery in international tourism

September 2020

• Concerns over a second wave grow with extensive "local lockdowns" in Scotland, Wales and the North
• Government imposes national 10pm F&B curfew, new "rule of six" restricting size of groups and return to work guidance reversed

October 2020

• Government introduces new three-tier alert framework to address regional outbreaks. London was then placed in tier two, the "High risk" tier, which means two households are not permitted to mix indoors

November 2020

• 2nd "national lockdown" for 4 weeks
• Non-essentialretail closed, hospitality closed except for takeaway, work from home

December 2020

• 2nd lockdown ends
• Stringent social distancing restrictions remain in place, work from home advice remains
• London in Tier 2 moving to Tier 3 on 16 December

37

Appendix: 1 Portfolio

Rent collection by use

For the 6 months to 30 September 2020

	Food, beverage	Shops	Offices	Residential	Total	Total
	and leisure
	£m	£m	£m	£m	£m	%
Collected	7.4	9.5	7.5	5.9	30.3	53%
Deferred	3.9	1.1	0.2	-	5.2	9%
Waived	9.1	4.7	0.4	0.1	14.3	25%
Outstanding	2.5	2.4	1.3	1.1	7.3	13%
Total contracted	22.9	17.7	9.4	7.1	57.1

For the 2 months to 30 November 2020

	Food, beverage and	Shops	Offices	Residential	Total	Total
	leisure
	£m	£m	£m	£m	£m	%
Collected	1.5	1.8	2.1	1.5	6.9	37%
Waived	4.5	2.8	0.1	-	7.4	40%
Outstanding	2.0	1.3	0.8	0.2	4.3	23%
Total contracted	8.0	5.9	3.0	1.7	18.6

Note: Data as at 30 November 2020

38

Appendix: 1 Portfolio

Mix of uses

Evolution of uses over time

9%	Residential
19%	Offices

40%	Retail

32%	Food, beverage & leisure

13%

20%

30%

37%

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

Data shown reflects wholly-owned portfolio

39

Appendix: 1 Portfolio

EPRA vacancy

	Food, beverage	Shops	Offices	Residential	Total	% of total	% of total
	and leisure	ERV	ERV
	£m	£m	£m	£m	£m	Sept 2020	Sept 2019
Under offer	0.9	0.4	0.2	0.2	1.7	1.1%	1.8%
Available-to-let	2.6	4.1	2.3	3.7	12.7	9.1%	1.9%
Total	3.5	4.5	2.5	3.9	14.4	10.2%	3.7%
2019	1.4	3.2	0.8	0.1	5.5
Area ('000 sq. ft.)
30.9.20	47	45	40	72	204
30.9.19	16	46	12	1	75

Number

30.9.20	22	35	45	137	239

1.

2019 and 2020: Central Cross

40

Appendix: 1 Portfolio	Covid-19 impact:
Vacancy +7.3%
EPRA vacancy
vs 10 year average
	10.2%	10.2%
	0.4%
		Resi
		2.7%

															6.0%				Offices
																		1.8%
																		8.7%
Pre-Covid-19													4.6%			Retail
10 year qtly average												3.3%
											0.6%	3.7%		3.2%
EPRA vacancy:
			3.2%									0.2%
2.9%					2.9%		2.7%
												1.3%	0.3%
									2.3%	0.7%					0.2%		1.7%
2.4%			1.6%	1.2%	2.5%		1.6%	1.6%	1.4%
			1.0%		1.7%			F&B and
Pre-Covid-19
										0.5%
0.9%													Leisure
Underlying1					2.0%	1.3%
1.7%									2.5%
				1.3%	1.1%		1.3%	1.5%	1.1%
10 year qtly average										0.8%
0.7%		0.7%
			0.3%
				Sep-10	Sep-11	Sep-12	Sep-13	Sep-14	Sep-15	Sep-16	Sep-17	Sep-18	Sep-19Sep-20Sep-20
																			by use
			Under offer		Available to let		Larger schemes (under offer)²			Larger schemes (available to let)²

1.	Underlying 10 year quarterly average excludes larger schemes	41
2.	Larger schemes are Central Cross (2017, 2018, 2019 & 2020) and Thomas Neal's Warehouse (2017 & 2018)

Appendix: 1 Portfolio

Scheme vacancy

	Food, beverage	Shops	Offices	Residential	Total	% of total	% of total
	and leisure	ERV	ERV
	£m	£m	£m	£m	£m	Sept 2020	Sept 2019
72 Broadwick Street	3.4	0.4	1.5	0.6	5.9	4.1%	4.1%
Other schemes	1.1	1.8	4.7	0.8	8.4	6.0	6.3%
Total	4.5	2.2	6.2	1.4	14.3	10.1%	10.4%
2019	5.4	2.8	5.5	1.8	15.5
Area ('000 sq. ft.)
30.9.20	63	22	85	30	200
30.9.19	73	27	77	36	213

42

Appendix: 1 Portfolio

10 year scheme vacancy

									11.0%
												10.4%	10.1%	10.1%
														Resi
														1.0%
10 year average								5.7%		7.6%	4.1%	4.1%
scheme vacancy:
								6.6%				4.4%
6.5%
														Offices
			5.6%	5.8%						2.8%
				1.9%					1.7%
			2.0%	4.2%
										Retail
		2.8%				1.3%						1.5%
								6.3%
											6.0%
									5.3%
		0.9%							4.9%	4.8%
											F&B &
1.2%		3.6%	3.9%
			2.9%						Leisure
											3.2%
		1.9%
1.2%
	Sep-11	Sep-12	Sep-13		Sep-14	Sep-15	Sep-16	Sep-17	Sep-18	Sep-19	Sep-20	Sep-20
					Other schemes			Larger schemes¹					by use

1.	2012 to 2014: Carnaby Court. 2015: Central Cross. 2016: Central Cross,
	57 Broadwick St and Thomas Neal's Warehouse. 2017: 57 Broadwick St.	43
	2018 to 2020: 72 Broadwick St.

2 Financial

44

Appendix: 2 Financial

Income and costs

EPRA EARNINGS	Sept 2020	Sept 2019
	£m	£m
Rental income	114.4	117.3
Provisions for expected credit losses and impairments	(21.9)	-
Other property charges	(18.2)	(19.3)
Net property income	74.3	98.0
Administrative expenses	(14.4)	(15.2)
	59.9	82.8
Net finance costs	(31.8)	(30.5)
Share of Longmartin JV profit before tax1	(1.3)	2.9
Recurring profit before tax	26.8	55.2
Share of Longmartin JV current tax	2.6	(0.6)
EPRA earnings	29.4	54.6

1. After adjusting for revaluation surplus and deferred tax

45

Appendix: 2 Financial

Reconciliation of IFRS to proportional consolidation

BALANCE SHEET		30 September 2020					30 September 2019
	IFRS	Longmartin JV	Proportional		IFRS	Longmartin JV	Proportional
	consolidation		consolidation
	£m	£m	£m		£m	£m	£m
Investment properties	3,115.5	179.0	3,294.5		3,765.9	213.2	3,979.1
Investment in Longmartin JV	96.8	(96.8)	-		127.6	(127.6)	-
Net debt	(987.0)	(57.9)	(1,044.9)		(905.8)	(59.4)	(965.2)
Other assets and liabilities	55.3	(24.3)	31.0		19.5	(26.2)	(6.7)
Net assets	2,280.6	-	2,280.6		3,007.2	-	3,007.2
INCOME STATEMENT		Sept 2020					Sept 2019
	IFRS	Longmartin JV	Proportional			IFRS	Longmartin JV	Proportional
	consolidation		consolidation
	£m	£m	£m		£m	£m	£m
Net property income	74.3	5.6	79.9		98.0	6.4	104.4
Administrative expenses	(14.4)	(0.1)	(14.5)		(15.2)	(0.1)	(15.3)
Profit on disposal	0.3	-	0.3		2.8	-	2.8
Revaluation surplus/(deficit)	(698.5)	(35.8)	(734.3)		(15.3)	(19.2)	(34.5)
Operating profit	(638.3)	(30.3)	(668.6)		70.3	(12.9)	57.4
Net finance costs	(31.8)	(3.7)	(35.5)		(30.5)	(3.4)	(33.9)
Share of Longmartin post-tax loss	(29.4)	29.4	-		(13.8)	13.8	-
Profit before tax	(699.5)	(4.6)	(704.1)		26.0	(2.5)	23.5
Tax	-	4.6	4.6		-	2.5	2.5
Profit after tax	(699.5)	-	(699.5)		26.0	-	26.0

46

Appendix: 2 Financial

EPRA net asset measures

			30 September 2020
	Existing measures			New measures
	EPRA NAV	EPRA NNNAV		EPRA NRV	EPRA NTA	EPRA NDV
	£m	£m		£m	£m	£m
IFRS net assets	2,280.6	2,280.6	2,280.6	2,280.6	2,280.6
Dilutive effect of share options	0.7	0.7	0.7	0.7	0.7
Joint venture deferred tax	8.5	-	8.5	8.5	-
Excess of fair value over book value:			-	-	(48.0)
Secured term loans	-	(48.0)
Mortgage bonds	-	11.4	-	-	11.4
Investment property purchaser's costs	-	-	222.5	-	-
Total	2,289.8	2,244.7	2,512.3	2,289.8	2,244.7
Number of shares (m)	308.0	308.0	308.0	308.0	308.0
Diluted net assets per share (£)	7.43	7.29	8.16	7.43	7.29
			30 September 2019
	Existing measures			New measures
	EPRA NAV	EPRA NNNAV		EPRA NRV	EPRA NTA	EPRA NDV
	£m	£m		£m	£m	£m
IFRS net assets	3,007.2	3,007.2	3,007.2	3,007.2	3,007.2
Dilutive effect of share options	0.5	0.5	0.5	0.5	0.5
Joint venture deferred tax	13.6	-	13.6	13.6	-
Excess of fair value over book value:			-	-
Secured term loans	-	(75.8)	(75.8)
Mortgage bonds	-	(17.9)	-	-	(17.9)
Investment property purchaser's costs	-	-	272.9	-	-
Total	3,021.3	2,914.0	3,294.2	3,021.3	2,914.0
Number of shares (m)	307.7	307.7	307.7	307.7	307.7
Diluted net assets per share (£)	9.82	9.47	10.71	9.82	9.47

47

Appendix: 2 Financial

Debt maturity profile (£m)

Weighted average maturity: 8.3 years1,2

		Bond				Bond
1997 RCF3	2018RCF4	2017First Mortgage	CL Facility Agreement	AV Facility Agreement	285	2016First Mortgage
		290

	125	100			135	130
2020	2022	2023	2026	2027	2029	2030	2031
			Bank facilities		Bonds (fixed rate)	Term loans (fixed rate)

1. As at 30 September 2020

2. Excluding Longmartin non-recourse debt

3. Undrawn at 30 September and terminated since

4. Drawn at 30 September 2020 but repaid since

Agreement

AV Facility

120

2035

48

Appendix: 2 Financial

Debt covenants

INTEREST COVER	Frequency of testing	Summary of measure	Min	Comments
Bonds	Half yearly	Net property income of specifically	1.15x	Calculation is based on the annualised income
		secured assets, adjusted to exclude		accruing at the testing date, or due to accrue within
		certain costs, to gross interest		three months.
		payable under the bonds.
			Security top-up (or purchase and cancel sufficient
				bonds) to 1.25x required if ICR falls below 1.15x
Term loans	Quarterly	Net property income of specifically	1.4x - 1.5x 3-month backward looking test based on actual
		secured assets, adjusted to exclude		receipts. 12-month projected test. Cure rights
		certain costs, to gross interest		available.
		payable under the loans.
			Waivers until July 2021 (£134.8m term loan) and

January 2022 (£250m term loan)

Revolving credit facility1 Quarterly	Consolidated net rental income plus	1.5x
	dividends from the joint venture to
	consolidated net interest.

Based on Group half year and full year reported information, and management accounts in the interim quarters.

Waiver until October 2021

LOAN TO VALUE	Frequency of testing	Summary of measure	Min	Comments
Bonds	Half yearly	Nominal value of bonds to valuation	66.67%	Security top-up (or purchase and cancel sufficient
		of specifically secured assets.		bonds) to 60.0% required if LTV exceeds 66.67%.
Term loans	Quarterly	Debt to valuation of specifically	60% -	Cure rights available. Cash waterfall applies if LTV >
		secured assets.	70%	65%.
Revolving credit facility1	Quarterly	Amounts drawn to valuation of	66.67%	Cure rights available. Draw stop at 50% during term
		specifically secured assets.		of ICR waiver.

1. Ignoring our £125m facility which was terminated in November 2020

49

3 Valuation

50

Appendix: 3 Valuation

Valuation summary

			Annualised
	Fair value		current income	ERV
	£m	% of portfolio	£m	£m
Carnaby	1,212.3	39%	41.7	58.0
Covent Garden	840.8	27%	28.8	35.4
Chinatown	700.6	22%	24.7	30.1
Soho	258.7	8%	10.4	11.3
Fitzrovia	125.0	4%	4.3	5.5
Wholly-owned portfolio	3,137.4	100%	109.9	140.3
Longmartin joint venture (our 50%)	175.0		6.2	8.8

51

Appendix: 3 Valuation

History of ERVs and reversion

GFC		10 year L-f-L CAGR pre-Covid-19	Covid-19
		Annualised current income	+4.2%
		ERV	+4.7%

																														27%		28%	150	28%
																		28%			25%		119	27%		129	27%		134	144			140
																									117
													23%					110						113
																						110
										22%											105
																		101
24%	24%		16%		16%		16%	85		93		98		86	95
			77	74	76		80
68	73	62	72	67
55	59

Sep-07Sep-08Sep-09Sep-10	Sep-11	Sep-12	Sep-13	Sep-14Sep-15	Sep-16	Sep-17	Sep-18Sep-19Sep-20
		Annualised current income¹ (£m)			Estimated rental value¹ (£m)

All data relates to the wholly owned portfolio	52
1. Includes acquisitions

Appendix: 3 Valuation

L-f-L change in capital values

									H1 FY20		H2 FY20
	Carnaby	Covent Garden	Chinatown	Soho	Fitzrovia	Wholly-owned	Longmartin		Total
5 year CAGR	-1.0%	-1.5%	-1.2%	+0.2%	-0.7%	-1.1%	-4.7%	-1.3%
12 month	-17.0%	-19.5%	-17.8%	-21.2%	-18.5%	-18.3%	-16.9%	-18.2%

(7.3%)

(8.2%)

(8.6%)

(8.4%)

(7.8%)

(7.9%)

(7.2%)

(7.9%)

(10.5%)				(10.5%)
(12.4%)	(10.1%)	(11.6%)	(11.2%)	(11.2%)
	(14.0%)

53

Appendix: 3 Valuation

Yields

Equivalent yield (%)														Sep-20		Mar-20		Sep-19
4.2	3.9					3.8			3.8			3.8			3.9	3.7		4.1	4.0	3.9
	3.7	3.6	3.4		3.5		3.6	3.5	3.6	3.4	3.5
		3.3	3.4

Carnaby

Covent Garden

Chinatown

Soho

Fitzrovia

Wholly-owned

Longmartin

Initial yield (%)
3.0			3.0			3.1			3.5	3.3				3.0				3.2
		2.9		2.9			2.9			2.9			3.0
2.8	2.7		2.8		2.9	2.9	2.7	2.7	2.8
2.6

Carnaby

Covent Garden

Chinatown

Soho

Fitzrovia

Wholly-owned

Longmartin

54

Appendix: 3 Valuation

Portfolio reversion by use

		F&B and leisure	Retail	Office	Residential	Wholly-owned	Longmartin
		£m	£m	£m	£m	£m	£m
Annualised current income	45.6	34.4	17.2	12.7	109.9	6.2
Vacancy
-	Under offer/available-to-let	3.5	4.5	2.5	3.9	14.4	2.2
-	72 Broadwick Street	3.4	0.4	1.5	0.6	5.9	-
-	Other schemes	1.1	1.8	4.7	0.8	8.4	0.1
		53.6	41.1	25.9	18.0	138.6	8.5
Contracted (rent frees, stepped rents)	0.8	2.2	1.2	-	4.2	1.9
(Over)/under-rented	(1.6)	(1.3)	0.5	(0.1)	(2.5)	(1.6)
ERV	52.8	42.0	27.6	17.9	140.3	8.8

55

Appendix: 3 Valuation

West End retail tones

West End retail rental tones (prime zone A per sq. ft.)

2,250
2,175
	1,300										Shaftesbury streets
										March 2020 ZA
	1,200
		825	750
		775	725	600	540	525
				550	500	475	375	360	240
						250	220	195
							325	300	180
							235	225	200	190
									150
New Bond	James St,	Oxford St*	Regent St*	Covent	Carnaby St	Long Acre	Foubert's	Neal St	Monmouth	Floral St	Newburgh	Earlham St Berwick St
St*	Covent			Garden			Place		St		St
	Garden			Market

Source: Cushman & Wakefield, published information and company data	56
* Based on 30 ft. zones

4 Village Summaries

57

Appendix: 4 Village Summaries

Carnaby - in numbers

	Sept 2020	Sept 2019
Valuation	£1,212.3m	£1,437.7m
Acquisitions	£4.5m	£17.9m
Capital expenditure	£15.6m	£14.0m
Capital value return (L-f-L)	-17.0%	-1.3%
Equivalent yield	4.2% (+ 28 bps)	3.7%
Reversion	£16.3m	£16.4m

REVERSION (£m)

			60.8		Annualised current income
41.7	58.0	44.4		ERV

Sept 20

Sept 19

39%

of our portfolio1

Food, beverage	Retail	Offices	Residential
and leisure
24%	38%	32%	6%

169,000	173,000	274,000	68,000
sq. ft.	sq. ft.	sq. ft.	sq. ft.

carnaby.co.uk

follow carnabylondon

1. By value; wholly owned portfolio

58

Appendix: 4 Village Summaries

Covent Garden - in numbers

	Sept 2020	Sept 2019
Valuation	£840.8m	£1,036.5m
Acquisitions	-	£20.0m
Capital expenditure	£7.6m	£4.7m
Capital value return (L-f-L)	-19.5%	-0.1%
Equivalent yield	3.6% (+ 19 bps)	3.3%
Reversion	£6.6m	£8.7m

REVERSION (£m)

					Annualised current income
28.8	35.4	30.3	39.0		ERV
Sept 20	Sept 19

27%

of our portfolio1

Food, beverage	Retail	Offices	Residential
and leisure
37%	29%	15%	19%

201,000	131,000	89,000	137,000
sq. ft.	sq. ft.	sq. ft.	sq. ft.

sevendials.co.uk

follow 7dialslondon

1. By value; wholly owned portfolio

59

Appendix: 4 Village Summaries

Chinatown - in numbers

	Sept 2020	Sept 2019
Valuation	£700.6m	£843.9m
Disposals	-	£9.1m
Capital expenditure	£7.9m	£8.9m
Capital value return (L-f-L)	-17.8%	+0.8%
Equivalent yield	3.8% (+ 26 bps)	3.4%
Reversion	£5.4m	£5.0m

REVERSION (£m)

Annualised current income

ERV

24.7	30.1	26.8	31.8
Sept 20	Sept 19

22%

of our portfolio1

Food, beverage	Retail	Offices	Residential
and leisure
62%	20%	4%	14%

209,000	82,000	25,000	103,000
sq. ft.	sq. ft.	sq. ft.	sq. ft.

chinatown.co.uk

follow chinatownlondon

1. By value; wholly owned portfolio

60

Appendix: 4 Village Summaries

Soho -

in numbers

	Sept 2020	Sept 2019
Valuation	£258.7m	£314.1m
Acquisitions	-	£3.5m
Capital expenditure	£5.2m	£1.2m
Capital value return (L-f-L)	-21.3%	+3.1%
Equivalent yield	3.8% (+ 23 bps)	3.5%
Reversion	£0.9m	£1.4m

REVERSION (£m)

Annualised current income

ERV

10.4	11.3	10.7	12.1
Sept 20	Sept 19

8%

of our portfolio1

Food, beverage	Retail	Offices	Residential
and leisure

39% 26% 19% 16%

65,000	45,000	41,000	37,000
sq. ft.	sq. ft.	sq. ft.	sq. ft.

thisissoho.co.uk

follow thisissoho

11.. ByByvalue;value;combinedwholly ownedportfolioportfolioincluding our 50% share of property held in joint venture

6161

Appendix: 4 Village Summaries

Fitzrovia - in numbers

	Sept 2020	Sept 2019
Valuation	£125.0m	£152.0m
Acquisitions	-	£5.6m
Capital expenditure	£1.1m	£2.1m
Capital value return (L-f-L)	-18.5%	-2.4%
Equivalent yield	3.8% (+ 19 bps)	3.4%
Reversion	£1.2m	£1.1m

REVERSION (£m)

Annualised current income

ERV

4.3	5.5	4.9	6.0
Sept 20	Sept 19

4%

of our portfolio1

Food, beverage	Retail	Offices	Residential
and leisure
48%	16%	8%	28%

52,000	15,000	10,000	27,000
sq. ft.	sq. ft.	sq. ft.	sq. ft.

1. By value; wholly owned portfolio

62

Appendix: 4 Village Summaries

Longmartin - in numbers1

	Sept 2020	Sept 2019
Valuation	£175.0m	£209.0m
Capital expenditure	£1.4m	£3.7m
Capital value return (L-f-L)	-16.9%	-8.5%
Equivalent yield	4.1% (+ 9 bps)	3.9%
Reversion	£2.6m	£2.5m

REVERSION (£m)

Annualised current income

ERV

6.2	8.8	7.5	10.0
Sept 20	Sept 19

£175.0m

Food, beverage	Retail	Offices	Residential
and leisure

18%	26%	42%	14%

46,000	64,000	102,000	55,000
sq. ft.	sq. ft.	sq. ft.	sq. ft.

theyardscoventgarden.co.uk

follow theyardscoventgarden

1. All numbers except square footage represent our 50% share

63

5 Principal Risks

64

Appendix: 5 Principal risks

External factors

Macroeconomic factors

• Potential causes
• • Macroeconomic shocks or events.
  • Uncertainty on trading and other relationships with the EU from 1 January 2021:
  • • Short-termdisruption to the UK economy.
    • Upward cost pressures.
    • Supply chain disruption.
  • Longer-termCovid 19 impacts:
  • • Higher inflation.
    • Taxation increases.
    • Recessionary environment.
    • Higher unemployment.
• Consequences
• • Lower consumer confidence/spending.
  • Reduced visitor numbers.
  • Reduced business confidence and investment.
  • Brexit-relatedoccupier supply chain disruption and higher import costs.
  • Reduced tenant profitability/increased occupier financial distress/tenant default.
  • Reduced occupier demand.
  • Higher vacancy.
  • Downward pressure on rents.
  • Reduced rental income and declining earnings.
  • Reduced ERV, capital values and NAV (amplified by gearing).
  • Risk of loan covenant breaches.

Decline in the UK real estate market

• Potential causes
• • Changes to political landscape.
  • Increasing bond yields and cost of finance.
  • Reduced availability of capital and finance.
  • Lower relative attractiveness of property compared with other asset classes.
  • Changing overseas investor perception of UK real estate.
  • Covid-19accelerating structural changes in the retail and office sectors.
• Consequences
• • Reduced property values.
  • Decrease in NAV (amplified by gearing).
  • Risk of loan covenant breaches.
  • Ability to raise new debt funding curtailed.

65

Appendix: 5 Principal risks

External factors (cont'd)

Changes in regulatory environment

• Potential causes
• • Unfavourable changes to national or local planning and licensing policies.
  • Tenants acting outside of planning/licensing consents.
  • Growing complexity and level of sustainability regulation.
  • Increased stakeholder focus on ESG.
  • Regulation/guidance in respect of social distancing both within our portfolio and in connection with domestic and international travel for the duration of the pandemic.
• Consequences
• • Ability to maximise the growth prospects of our assets restricted.
  • Reduced tenant profitability/increased occupier financial distress.
  • Reduced occupier demand.
  • Increased costs.
  • Reduced earnings.
  • Decrease in property values and NAV (amplified by gearing).
  • Reduction of spending/footfall in our areas.

66

Appendix: 5 Principal risks

Geographic concentration

Reduction in spending and/or footfall in our areas

• Potential causes
• • Pandemics.
  • Macro-economicconditions including recession, declining disposable income, unemployment, etc.
  • Fall in the popularity of the West End and particularly our areas leading to decreasing visitor numbers.
  • Changes in consumer tastes, habits and spending power.
  • Terrorism or the threat of terrorism.
  • Competing destinations.
  • Possibility that Covid-19 induces permanent structural changes in frequency of visits and spending behaviour.
  • UK plans to end tax-free shopping for overseas visitors.
• Consequences
• • Lower sales densities.
  • Reduced tenant profitability/increased occupier financial distress/tenant default.
  • Reduced occupier demand.
  • Higher vacancy.
  • Reduced rental income and declining earnings.
  • Reduced ERV, capital values and NAV (amplified by gearing).
  • Risk of loan covenant breaches.

67

Appendix: 5 Principal risks

Market and consumer

Significant increase in tenant default/failure

• Potential causes
• • Decline in turnover (see Reduction in spending and/or footfall in our areas).
  • Increasing cost base and supply chain disruption (see macroeconomic factors).
  • Occupiers with limited Balance Sheet capacity are less likely to sustain a prolonged period of operational losses.
  • Wind down of Government Covid-19 support, including business rates relief which ceases at the end of March 2021.
  • Possibility that Covid-19 induces permanent structural changes in frequency of visits and spending behaviour.
  • Economic headwinds including recession, declining disposable income, unemployment.
• Consequences
• • Lower sales densities, reduced tenant profitability.
  • Reduced income and earnings.
  • Increased vacancy and related costs.
  • Frictional cost of re-letting.
  • Reduced ERV, capital values and NAV (amplified by gearing).
  • Risk of loan covenant breaches.

We are unable to adapt to tenant demands/shifts in market offer by competitors, or we fail to anticipate changes in rental growth

• Potential causes
• • Rapidly changing occupier requirements.
  • Structural changes in consumer behaviour and spending.
  • Occupiers becoming increasing cost conscious leading to:
  • • reduced space requirements and consequential lower occupational costs, including investment in fit-out; and
    • an increased reluctance to contribute fully towards building service charge and insurance costs.
  • Increased vacancy across the West End.
  • Shaftesbury tenant proposition becomes uncompetitive.
  • Flexible working could change office requirements.
• Consequences
• • Reduced income and earnings.
  • Increased vacancy and related costs.
  • Additional capital expenditure requirements to compete on fit out standards.
  • Pressure on ERV, leading to decline in capital values and NAV (amplified by gearing).
  • Risk of loan covenant breaches.

68

Appendix: 5 Principal risks

Governance, data and internal control

Financing risk

• Potential causes
• • Reduction in income or values as a result of other principal risks.
  • Changing lease structure landscape to more flexible leases and/or risk sharing.
• Consequences
• • Loan covenant breaches or reliance on waivers from lenders.
  • Insufficient liquidity to meet obligations.
  • Ability to raise new finance or refinance existing debt may be impaired.
  • Forced disposal of properties.

Climate risk

• We recognise that climate change and the transition to a low carbon economy will present significant long-term risks and opportunities for our business.
• Failure to identify and mitigate risks could lead to disruption to our operations, damage to our reputation, and inhibit our ability to attract visitors and occupiers, which ultimately could lead to a reduction in the value of our portfolio.
• We are continuing to de-carbonise our portfolio and will incur additional costs in the low energy refurbishment of buildings.
• Our key risk indicators are: energy and carbon emissions, waste consumption, EPC ratings and green building certification.

69

Disclaimer

This presentation may contain certain forward-looking statements, forecasts, estimates, projections and opinions ("forward-looking statements") with respect to Shaftesbury PLC (the Company) and the Group's financial condition, results of its operations and business, and certain plans, strategy, objectives, goals and expectations with respect to these items and the economies and markets in which the Group operates. Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as "anticipates", "aims", "due", "continue", "could", "forecast", "may", "should", "expects", "believes", "intends", "plans", "project", "targets", "will", "goal" or "estimates" or, in each case, their negative or other variations or comparable terminology.

Forward-looking statements are not guarantees of future performance. By their very nature forward-looking statements are inherently unpredictable, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that may or may notoccur in the future. Many of these assumptions, risks and uncertainties relate to factors that are beyond the Group's ability to control or estimate precisely. There are a number of such factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.

Any forward-looking statements made by, or on behalf of, Shaftesbury PLC speak only as of the date they are made and no representation or warranty is given in relation to them, including as to their completeness or accuracy or the basis on which they were prepared. Except as required by its legal or statutory obligations, Shaftesbury PLC does not undertake to update forward-looking statements to reflect any changes in its expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

Information contained in this presentation relating to Shaftesbury PLC or its share price or the yield of its shares, should not be relied upon as an indicator of future performance. Nothing contained in this presentation should be construed as a profit forecast or an invitation to deal in the securities of the Company.

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