Investor Centre

UPP REIT Holdings Limited (ISIN – JE00BF5PSP50) is a close-ended UK REIT and was admitted to the Official List of The International Stock Exchange (TISE) on 8 March 2018. It is the Parent Company of UPP Group Holdings Limited, trading as University Partnerships Programme (UPP).

The Board of Directors (‘the Board’) of UPP REIT Holdings Limited (‘the Company’) recognises the importance of corporate governance and its contribution to promoting the long-term success of the Group. The Board has voluntarily adopted the Quoted Companies Alliance (‘QCA’) Corporate Governance Code (‘the Code’) in line with changes to TISE’s Listing Rules requiring Issuers to follow a recognised code of corporate governance. The Code contains ten principles of good corporate governance and our application of these principles at this current point in time is summarised within our QCA Statement.

UPP Bond 1 Issuer PLC is an incorporated, special purpose company listed on the Irish Stock Exchange (ISE) for the purpose of issuing Notes under its £5 billion Programme. The company was admitted to the ISE on 5 March 2013 and has issued three tranches of debt; £307,100,000 Amortising Fixed Rate Senior Secured Notes due 2040 (ISIN: XS0897452412); £75,000,000 Amortising RPI Index-Linked Senior Secured Notes due 2047 (ISIN: XS0897451877) and £149,700,000 Amortising RPI Index Linked Notes Due 2049 (ISIN: XS1148134601).

Our Market

We see an increasingly global marketplace, with UK universities competing with international rivals to attract domestic and overseas students.

The good news for student accommodation investors, developers and operators is that UK universities now recognise more than ever the need to provide high-quality accommodation and facilities, to give themselves a competitive advantage in the market.

We predict continued growing demand from current and future students for high-quality, modern and affordable accommodation and it is vital to the continued success of UK higher education that universities meet these expectations by ensuring the very best experience is available to all.

Given the number of international institutional lenders that we work with and the continuing appetite from the wider capital markets, it’s clear that investors share this view.

Our Strategy

Our strategy is a simple one – to establish long-term partnerships with leading universities to provide cost-effective funding and high-quality, affordable residential and academic infrastructure.

At UPP we maintain a single-sector focus in the UK higher education sector.

Our model involves being located at the heart of campus, aligning the long-term strategies of universities with the opportunities afforded by historically cost-effective capital market funding and establishing long-term partnerships – evidence of our belief in the sector and its ability to flourish in a global competition for students.

We have established a long-term growth strategy to ensure we remain well positioned to meet the growing demand for investment within the sector, while at the same time helping our university partners achieve their long-term ambitions.

Our Business Plan

We recently completed our new Business Plan covering the period 2017/18 to 2021/22. With more than 36,000 rooms in operation or under construction we are looking to grow our portfolio significantly over the next five years.

Our focus is to deliver our construction pipeline, improve the residential student experience and maintain and enhance our Shareholders’ value in our existing portfolio.

We are committed to growing on a controlled and risk-adjusted basis, with our primary driver being to increase the value of our Group over time, focusing on the quality of revenues, our overall investment proposition and in turn enhance our overall cash generation and the value of our portfolio.

We plan to increase our number of partners and the size of our portfolio in a selective and controlled manner, to strengthen our relationships with existing partners and to continue to deliver great services to students.

We will continue to develop new and innovative ways to fund infrastructure projects, establish innovative solutions for the non-residential requirements of our partners and harness the economic benefits of effective procurement – while investing in the wellbeing of our people and keeping them safe in the workplace.

Reports

UPP REIT Holdings Limited

Downloads

Financial Announcements

Key Financials

£94.4m EBITDA

£221.7m projected gross rent roll (fully built‑out)

£254.3m turnover

Over £3bn invested in the UK higher education sector

Provided a home for over 430,000 students since 1998

Over 36,000 rooms in operation or under construction

Average occupancy level across the portfolio

With approximately 1,000 employees

Long-term bespoke partnerships with 15 world-leading universities

Company Structure and Directors

Elaine Hewitt

Chief Executive Officer

Elaine was appointed Chief Executive Officer of UPP in 2020, to lead and deliver on UPP’s strategic
commitments to operational excellence, long-term partnerships and generating value for
reinvestment in the future growth of the Business.

She has significant experience and expertise in delivering facilities and property services, gained
most recently during her role as Chief Executive Officer for NHS Property Services Ltd where she was
responsible for managing and servicing a £3bn asset portfolio, some 4,000 properties, 5,000
employees and an annual income of more than £700m.

Prior to this, Elaine held the position of Group Property Director at BT Group PLC where she
managed the largest corporate portfolio in the UK, delivering services to 7,000 properties globally.
As well as having considerable private sector experience, Elaine has also held public sector roles,
notably Crown Representative in the Cabinet Office for Property and Facilities Management across
Government.

Elaine is a Fellow of the Royal Institute of Chartered Surveyors (RICS).

Henry Gervaise-Jones

Chief Financial Officer

Henry was appointed Chief Financial Officer in 2019.

He has significant experience and a strong track record in leading high-value transactions in the property and Private Finance Initiative sectors, including M&A and debt capital markets.

Henry joined UPP in 2018 as Director of Corporate Finance. Previous positions include Head of Financial Planning and Analysis at logistics real estate business Logicor and various corporate finance and treasury roles at Transport for London.

Henry is a qualified Chartered Management Accountant (CIMA).

Paul Milner

Managing Director, Residential Services

Paul was appointed Managing Director of UPP Residential Services in 2015. In this role, he is responsible for overseeing the Group’s provision of specialist residential management services.

Paul has over 25 years’ experience in construction and operational management. He joined UPP from Balfour Beatty plc where he spent 15 years of this career, most recently as Commercial Director for UK Support Services. Paul has also held senior roles at Shepherd Building Group Limited, Taylor Wimpey plc and Mowlem, now Carillon plc. He is a Chartered Quantity Surveyor.

Andrew Percival

Managing Director, Commercial

Andrew was appointed Managing Director of UPP’s Commercial business unit in 2016. He oversees the Group’s design, planning, funding and development business which is responsible for the origination, negotiation and subsequent financial close of all transactions. Since joining UPP, Andrew reached financial close on five transactions, creating two new partnerships (at the University of Hull and Swansea University), as well as growing UPP’s established relationships with the University of London and the University of Exeter through new residential development projects. This has resulted in an increase of over 5,000 rooms in UPP’s portfolio. An established speaker within the sector, Andrew is passionate about creating developments that enhance student experience and wellbeing and complement the strategic objectives of university partners. He is also an active lecturer at the Bartlett School (UCL), covering topics such as complex projects, supply chain and the development process in a management context. Andrew joined from VINCI PLC where he was Director of VINCI UK Developments and VINCI Investments. He is also Chairman of Stevenage First, a partnership focused on achieving the long term regeneration of Stevenage town centre.

Kelly Stafford

Chief Human Resources Officer

Kelly was appointed Chief Human Resources Officer in 2016. In this role, she has overall responsibility for people strategies across the Group.

Kelly joined UPP from Balfour Beatty plc, where she was Director of Talent & Development of the Construction Services (UK Division), as well as a member of the senior management team. Prior to this, she was Human Resource Director UK & Ireland for Tech Data Corporation Inc. In addition, Kelly has held senior positions at Carnival Corporation and Carnival plc (UK), MJ Gleeson Group plc and Crest Nicholson plc. Kelly has also acted as a consultant for the charity, Age UK (Southampton) on a voluntary basis.

Mark Swindlehurst

Managing Director, Asset Management

Mark was appointed Managing Director, Asset Management, in January 2018. He leads UPP’s asset management business unit which focuses on driving the long-term performance of UPP’s Special Purpose Vehicles, both individually and as a portfolio.

He joined UPP from Lancaster University where he held the position of Director of Facilities. Having joined Lancaster in 2003, he led the University’s estates team through a significant campus redevelopment programme, including the investment of over £500 million in its Bailrigg Campus.

Prior to joining the University, Mark worked for the BBC in its corporate property department and he is a past Chair of the Association of University Directors of Estates (AUDE).

Jon Wakeford

Group Corporate Affairs Director

Jon is responsible for the Group’s business development, communications, public affairs and Corporate Social Responsibility strategy and has been on the Group Board for almost a decade.

Jon has more than 25 years’ experience in the higher education sector and originally joined UPP in 2000, when UPP was established as a specialist business unit of Jarvis plc. As Head of Research and Development he originated the company’s selective approach to partnerships and played a key role in the establishment of the Group’s bond programme and acquisition by its current Shareholders.

He has also worked as a Senior Advisor for the higher education team at KPMG.

Jon is a member of the cross-party Higher Education Commission.

Results and Presentations

To be posted in due course

Corporate Governance Statement

Governance is essential to building a successful business that is sustainable for the longer term. UPP is committed to ensuring and maintaining high standards of corporate governance to enhance performance for the protection of our stakeholders’ interests.

UPP has a robust governance structure in place which operates at four discrete levels, each providing the opportunity for Directors, the Executive Leadership Team and other Senior Officers of the Business to review, challenge and maintain oversight of measures in place to manage the risks faced by the business.

These include quarterly meetings of the parent company Board (UPP REIT Holdings Limited) and the Board responsible for managing the direction and progress of executing the business strategy (UPP Group Holdings Limited). Both these Boards have Shareholder Directors and Executive Directors and provide the opportunity to review the overall risk appetite of the business in light of market developments.

A third level of oversight and challenge is provided by UPP Group Limited, which sits as an Investment Committee to review progress on transaction opportunities, and operational investment and performance. This body is empowered to make recommendations to the Group and REIT Holdings Boards, recognising matters reserved for either the Group or Shareholders. In the case of individual Special Purpose Vehicles (SPVs), formal SPV Board Meetings and Partnership Boards take place on an alternating bi-annual basis, with University Partner representation where a minority shareholding exists.

Risk management

The Board has overall responsibility for monitoring the Group’s system of internal control and risk management and for carrying out a review of its effectiveness. In discharging that responsibility, the Board confirms that it has established the procedures necessary to apply the provisions of the Code, including clear operating procedures, lines of responsibility and delegated authority. These procedures are regularly reviewed by the Board. Business performance is managed closely, and the Board and the Group Executive Team have established processes, as part of the normal good management of the business.

The Board is supported by the Audit and Risk Committee which is responsible for overseeing the effectiveness of risk management and internal control systems and regularly assess the principal risks facing the Group.

The Committee has reviewed the work undertaken by management on the assessment of the Group’s principal risks, including their impact on the prospects of the Group. The Group’s system of internal controls, along with its design and operating effectiveness, is subject to review by the Committee, through reports received from the Group, along with those from both the Internal and External Auditors. Any control deficiencies identified will be followed up with action plans tracked by the Committee.

The Committee intends to keep the risk management and internal control systems under review and to support the Board in carrying out an annual review of their effectiveness. Policies and procedures, including clearly defined levels of delegated authority, have been communicated across the Group. Internal controls have been implemented in respect of the key operational and financial processes which exist within the business.

The Group’s risk management processes are embedded in each division/function to facilitate updates to key risks during the year. Risk Registers have been substantially simplified, reduced in size and re-worked to make them more user-friendly and to ensure focus is on key risk items, but in more depth and detail than previously identified.

The Group’s principal risk management systems comprise a top ten risk register, strategic risk register and accompanying live risk register. The aim of this is to clarify accountability for the operation of the controls to manage these risks and improve the breadth of risk management activity undertaken. Specific control owners are appointed to review and update the mitigation for the live risks. Risk registers are also maintained at subsidiary company and functional level, including for each operational site, with reviews at appropriate levels including Boards and Committees.

The Group Executive Leadership Team receives regular updates on the risk management process and the key risks including:

risk description;
current assessment of likelihood and impact (assessed over a number of risk impacts including financial, regulatory, reputation and customer risk);
the on-going controls or mitigation activity in place; and
planned future mitigation activity with owners and completion dates

The Audit Committee receives regular updates on the risk management process in place, and also undertakes regular reviews of the key risks, as identified and assessed by management through the above process. The Audit Committee also reviews summaries of the work undertaken by the Internal Audit team, which has a risk-based annual plan of assurance reviews.

Board Committees

In addition to the Board Governance architecture, corporate governance is also embedded across the Group with the following Group committees established to oversee specific areas and activities: Audit and Risk Committee, Remuneration Committee and Investment Committee. Each of the committees has terms of reference detailing their roles and responsibilities and these are reviewed by the Board annually.

The Board is represented on each of these committees and the committees provide regular reporting to the Board on their activities. Whilst these committees may provide advice and make recommendations to the Board in respect of any areas within their remit, it remains the responsibility of the Board to agree and approve any action required.

Remuneration Committee (a committee of UPP REIT Holdings Limited)

The Committee considers matters concerning the remuneration strategy of the Group, including the balance between fixed and performance related, immediate and deferred remuneration, within the context of the Group’s strategic objectives and risk appetite.

The Committee reviews and makes recommendations to the Board on the total compensation package of each of the Group’s directors and senior executives and may be assisted in this process by external consultants. The Committee also makes recommendations to the Board in respect of share awards and, where relevant, associated performance conditions.

Audit and Risk Committee (a committee of UPP Group Holdings Limited)

The Committee monitors the integrity of the financial reporting, reporting to the Board on any significant financial reporting issues or judgements contained therein. The Committee reviews the adequacy and effectiveness of the Group’s internal controls and risk management practices implemented by management to effectively identify, assess, manage and control financial risks. It also oversees the relationship with the external auditor.

Investment Committee (a committee of UPP Group Limited)

The Committee is responsible for scrutinising and challenging the business cases underpinning proposed transactions, sanctioning both the costs and commercial conditions relating to all significant investment across the Group.

Stakeholder Engagement

UPP invests in and seeks to understand the needs and expectations of its Shareholders and Investors. It has formal engagement with its Shareholders on a quarterly basis at Board Meetings of its parent company UPP REIT Holdings Limited, and via a number of associated committees of this and other Boards. Shareholders and the Executive Leadership Team meet on a regular basis to discuss the risk appetite and all members of the Team have informal engagement with Shareholders on a regular basis.

The Company seeks to engage with investors as part of its wider Investor Relations Strategy and via its well-established Investor Centre. Members of the Executive Leadership team meet with individual investors on a regular basis to provide non-market sensitive updates, as well as when seeking to procure new tranches of debt. UPP also engage directly with current and prospective investors via its in-house Asset Finance Team who have proved successful in their proactive initiatives in generating a material increase in the number of institutional and retail investors.

UPP has an active social media presence which seeks to keep wider stakeholder groups informed on the its progress. The Company has a dedicated investor inbox (investor.relations@upp-ltd.com) to ensure investors can contact the Executive Directors and ask any questions they may have.

UPP has good relations with the national financial press and other relevant publications and utilises opportunities.

Stakeholder and Social Responsibility

UPP considers wider stakeholders and the key relationships on which the Company relies through a Stakeholder Management Plan and an active approach to the management of stakeholder relationships.

The Plan identifies the people, groups and organisations which could affect or be affected by the activities of the Company – including: contract clients and key decision makers; prospective partners; shareholders; media; investors (banks, private placement and bond holders); the Office for Students; Department for Education; local government and planning departments; and other higher education (HE) sector bodies.

It analyses the needs, interests and expectations of stakeholders, sets out strategies and tactics for engagement and classifies each stakeholder by its power and interests based on an assessment of its respective interests, involvement and interdependencies.

We plan stakeholder management through tools including a designated committee (the Business Development Strategy Group (BDSG); the review and amendment of its approach to different stakeholders; the updating of business development/engagement plans for each existing partner and for those on the business development pipeline; and by updating our university stakeholder contacts list and meeting schedule and feedback.

The Company manages stakeholder engagement by identifying the key decision makers at a variety of levels at each partner institution and assigning a relationship owner. In addition, we manage engagement with existing partners on the basis of a number of statutory and informal meetings. These include Liaison Committee meetings (Contractual); Partnership Boards (Non-Contractual, Non-Statutory); and SPV Board meetings (Statutory).

We monitor stakeholder engagement through our Business Development Strategy Group (BDSG). This formalises our approach to engagement in each case and has a range of standing members from across the Company and invited attendees. Meanwhile, on-going engagement and updating of the list of university and other stakeholders is the responsibility of our Business Development Director.

To understand the needs of our university partners, we undertake regular perception audits and, to understand the views of the students who live in our residences, we undertake annual student satisfaction surveys and focus groups. We share the latter with our partners and ensure they inform subsequent action plans.

UPP identifies the key resources on which the Company relies and embeds its impact on society and the environment within its business model and strategy.

Through a business model which is purposefully designed to help universities make more effective and efficient use of their estates and other physical assets, our partnerships generate value which universities can use to focus on core areas of provision such as teaching and research, enabling them to be more effective and sustainable in the long term.

Our Environmental, Social and Governance (ESG) vision and strategy is underpinned by four key principles – to develop and operate safe, secure and affordable student accommodation in a responsible way; to act in the long-term interests of our employees, our partners and their students, and our shareholders; to respect the environment and positively contribute to the communities within which we work; and to provide thought leadership to the higher education sector.