First Property Group plc (FPO.L) Earnings Call Transcript
September 24, 2026
Earnings Call Speaker Segments
Good afternoon, and welcome to the First Property Group plc Annual General Meeting. [Operator Instructions] I'd like to hand you over to Alasdair Locke, Chairman. Good afternoon, sir.
Thank you very much. And ladies and gentlemen, I'd like to welcome everybody to the AGM of the company and also all of those who are listening via the live presentation. My name is Alasdair Locke. I'm the Chairman of -- the Group's Chairman, and I'll be chairing the meeting, and I'm joined today by my colleagues, Peter Moon, our fellow Non-Executive Director; Ben Habib, who is the CEO; Laura Howarth, our Finance Director; Jill Aubrey, the Company Secretary; and Jeremy Barkes, the Business Development Director. And with the consent of those shareholders present, I would like to take the notice of the meeting as set out on Pages 73 to 4 (sic) [ 74 ] of the report and accounts as read. Thank you. Company shareholders have been able to submit questions in advance of this meeting will also have the opportunity to submit questions during the meeting via the Investor Meet Company platform or in person for those shareholders in the room. But we'll deal with any questions and answers at the end of the meeting once the formal business is concluded. I declare that the quorum required by the Articles of Association of the company is present and that the meeting is therefore properly constituted. For those joining by live presentation, you will see on your screens the ordinary resolutions being proposed. To accurately reflect the views of shareholders of the company, voting today will be done by way of a poll on each of the resolutions put to the meeting. As it will take some time to complete the poll procedure, the final results of the voting will be announced through our regulatory information service as soon as reasonably practical. When you registered before the meeting today, each shareholder, proxy and corporate representative will have been issued with a poll card. If there's anyone here who thinks they should have a poll card but does not, please raise your hand. I should mention that for those shareholders who have already lodged a proxy, they do not, of course, need to complete a poll card unless they want to change their vote. You have 3 options for each resolution. You can vote for, against or you may withhold your vote. A withhold vote is not a vote in law, will not be counted in the calculation of the proportion of the votes for or against. So please complete your poll card by ticking the appropriate box next to the relevant resolution, depending on how you wish to cast your vote. Once all votes have been taken on the resolutions, please would you sign the poll card and hand it to Jill Aubrey. I now propose resolution 1, that the report of the directors and the audited accounts for the year ended 31st of March '26 now submitted to this meeting be approved and adopted. I will ask Mr. Peter Moon to second the proposal.
Mr. Chairman, I have pleasure in seconding the proposal.
As I explained to you...
I have one question on this, a more technical question.
Can we do that at the end...
Yes. Thank you.
Unless it's actually on the poll itself. As I explained, to vote, please, would you tick the appropriate box on your poll card. Please vote now. [Voting]
I declare the vote -- the poll on this resolution closed. You don't have a poll card, so nobody is voting here by poll card. So I don't need to do all that.
I've already voted [indiscernible] shareholder.
The proxy vote was 69,369,316 shares in favor, 37,500 shares against and 44,123,225 abstentions. So I declare the resolution passed. Resolution 2. I now propose resolution #2, which is to declare and approve a total final dividend of 0.25p per ordinary share for the financial year ending March 31, 2026. I'll ask Mr. Ben Habib to second the proposal.
Mr. Chairman, I have much pleasure in seconding the proposal.
So we've all voted. I declare the poll on this resolution closed. The proxy vote was 69,369,189 in favor, 42,138 shares against and 44,125,722 abstentions. I will now hand over to our acting Chairman, Mr. Peter Moon, for the next resolution.
Thank you. I now propose resolution #3, whereby Mr. Alasdair Locke be reappointed as a Director of the company. I'll ask Mr. Ben Habib to second the proposal.
Mr. Chairman, I have much pleasure in seconding the proposal.
Will you please vote now? [Voting]
I declare the poll on this resolution closed. The proxy vote was 60,234,139 shares in favor, 53,013,227 shares against and 2,082,683 abstentions. Resolution is carried. I now hand back to the Chairman, Mr. Alasdair Locke.
Thank you, Peter. I now propose resolution #4, whereby Mrs. Laura Howarth be reappointed as a Director of the company. And I will ask Mr. Peter Moon to second the proposal.
Mr. Chairman, I have much pleasure in seconding the proposal.
Please vote now. [Voting]
I declare the poll on this resolution closed. Proxy vote was 67,457,094 shares in favor, 1,670,051 shares against and 44,402,904 abstentions. I now propose resolution #5, whereby the directors be authorized to reappoint Cooper Parry as auditors of the company to hold office from the conclusion of the meeting until the conclusion of the next general meeting of the company at which accounts are laid. I will ask Mr. Peter Moon to second the proposal.
Mr. Chairman, I have much pleasure in seconding the proposal.
Please vote now. [Voting]
I declare the poll on this resolution closed. The proxy vote was 69,358,006 shares in favor, 48,818 shares against and 44,123,225 abstentions. I now propose resolution #6, whereby the directors be authorized to fix the remuneration of the auditors. And I will ask Mr. Peter Moon to second the proposal.
Mr. Chairman, I have much pleasure in seconding the proposal.
Please vote now. [Voting]
I declare the poll on this resolution closed. 69,369,316 shares in favor, 37,508 shares against, 44,123,225 abstentions. The resolution is passed. Ladies and gentlemen, that concludes the formal business of this meeting, and the final results of the meeting will be announced to the market through our regulatory information service as soon as practical. I'm now required to read the AGM statement, which was released on the regulatory news service this morning. As reported in our preliminary results announced on the 25th of June '26, the group's performance continued to recover in the year to 31st of March 2026, with profits increasing and our balance sheet strengthening. As a result, the directors are proposing, subject to shareholder approval at today's AGM, a resumption of dividend payments with the payment of a final dividend of 0.25p per share or some GBP 370,000 in total. The group expects to announce its results for the 6 months ended 30th of September '26 on the 24th of November 2026. We will now answer any questions, including those that have been submitted in advance or during the meeting. So would you like to start with your question?
Okay. First question is with regards to Page 50, unrecognized deferred tax. I can see that between 2026 and 2025 rose from GBP 2.375 million to GBP 2.64 million. Obvious question is, what is the reason for the rise? I'm aware it's the [indiscernible] assets. How much -- is there any view on the probability of being able to utilize this particular asset or not? What is the belief that it's unrecoverable? And given the rise of [indiscernible] it is obviously recent from year to year. What's the reason behind it all?
The bulk of deferred tax assets are in Poland. We don't recognize any tax assets within the U.K. themselves. And typically, the majority of that is on value of property values and we'll only recognize deferred tax asset up to the level of the deferred tax liability as well. So we are being very cautious and it's typically on the value of properties where they're above the cost.
So there's obviously no view, it's unlikely that the situation will change in Poland then?
It's obviously determined by valuation of the properties, but we're confident with the deferred tax assets that we have recognized today.
Okay. And it's up and down depending on what the value of the properties are doing. So if the property value goes up, obviously, your deferred tax asset reduces, a drop in value, then you get more of a deferred tax asset. So you want the deferred tax asset to disappear, I think, these values have gone up. Does that make sense?
My next question is obviously having looked at the presentation again, has any progress been made with regard to the vacancy for the Blue Tower property at Warsaw, how is that going?
Yes. It's going well. This has been an extraordinarily good building in terms of occupancy levels. The vacancy we've now got is vacancy that we bought all -- to the extent that any part of that property was occupied, we made a series of purchases in the building, as you probably know. And at every point where the building had occupancy, it's retained occupancy pretty much 100% ever since we bought the property. But then we bought 7,000-odd square meters of vacant space in 2022, and we've been leasing that up. There's about 2,400 square meters left. And we are in advanced negotiations with a tenant to take that remaining space. So we hope to have some positive news on Blue Tower at that point.
Okay. So I presume there's going to be fit-out costs before the [indiscernible] move in?
Yes, there will be fit-out costs, unfortunately. But they tend to be a small proportion of the benefit that there will be -- not tend to be, they will be a small proportion of the benefit that the property will get through the tenancy.
Okay. In terms of fund management, I mean, listening to the presentation, it's clear that the company is moving on from it to some extent. So I understand that the annualized fee income is GBP 1.3 million. And I can see it in the notes, it says this turns out to be GBP 0.32 profits before central overheads and so on. Having looked at the different funds, by definition, they will run out of time. Is there 1 or 2 funds where due to whether there's an ownership of 46% or a joint ownership of 23%, leaving yourself about 77%. Will those mandates continue? Is there a plan to have it continued? Or if the income drops below a certain level and it's not possible to recover the overheads, will the decision potentially be made to say this is no longer for us?
So one of the great benefits, if I may say so, of the team at First Property Group is that we are fund managers, but we're also, by nature, proprietors. And if you look at our fund management model, the way we've practiced it, we've always been co-investors alongside shareholders, or most of the time, if not all the time, we've had a small stake in each fund. And in fact, I think the largest proportion is 45% in Fprop Opportunities. So we're not shy to deploy our cash. And this makes us quite distinct from most fund managers who are not proprietors by nature, but advisers. They come from the advisory part of the world as opposed to the proprietary part. And this is not the first time that fund management has been under pressure in the 26-year history of First Property Group. Between '08 and 2010, 2011, there was huge pressure on the fund management business. And Blue Tower, which has done so well for us, for example, was bought then because we couldn't raise third-party money. All the institutions have vacated the playing field as it were. And so we put our own money into action. And we're seeing -- what we've experienced over the last 3 or 4 years, 5 years maybe, is huge structural and market changes in property, commercial property right across Europe, including in the United Kingdom, obviously. And those -- the structural changes are regulatory and they come from capital adequacy requirements foisted on pension funds and institutions that have now basically left property pretty much and are mostly invested in corporate and government bonds. There's been a huge move towards bonds, which I think is deeply damaging to the British economy. But anyway, that's what's happened. And that's a regulatory shift. The other regulatory shift that has been deeply damaging to property is the drive towards net zero, which has effectively made lots of properties obsolete or requiring huge CapEx in order to keep them functional. But the other impact of ESG has been a withdrawal of capital from the sector as well because banks don't want to lend on property that isn't top-notch ESG compliant. And so paradoxically, instead of repurposing perfectly -- otherwise perfectly good buildings, what's happening is that you're getting a withdrawal of capital from these buildings and exacerbating problems both from a tenancy perspective as well as from an investment market perspective in commercial properties. Those are the structural changes that have taken place. And there's no light at the end of that tunnel. It doesn't look like the government is going to roll back on net zero or suddenly release the capital adequacy requirements that pension funds need to make and so on. The other market change that, of course, has taken place is after 12, 13 years of close to 0 interest rates, we're now seeing interest rates normalizing quite dramatically. And that's -- as interest rates rise, the value of a property drops, there's an inverse relationship. So that -- those are the hits that we've experienced not just as a fund manager, but as a company as well. And in order to hold our position to be able to continue to exist, we've necessarily had to sell some assets. We did a fundraising ourselves in 2024. And we are faced with difficulties raising third-party client money at the moment. There's no doubt about that. But we won't let First Property Asset Management Limited fail or we won't cease our asset management capabilities because there is every possibility, every likelihood indeed that over time, governments see sense, they change these regulations and money comes back into the sector. Commercial property is a fundamentally crucial part of the British economy. So I do think that it would be pedantry and wrong to close down our asset management division simply because we're having problems at the moment. We need to ride this out and do the best we can as proprietors and come back to the asset management model when institutions are investing again. That's a very long answer to your simple question.
I'll add one point is it's the same people involved in both the fund management and the proprietary activity.
So we don't save a lot of money by shutting it down either.
Yes.
Yes. So I presume you've obviously mentioned in the presentation, has the Ostrowiec shopping center been refinanced?
It has, yes. We've agreed terms for the extension of the loan on that shopping center.
Okay. And there was a mention of the Romanian property.
So we have entered into a preliminary purchase agreement to sell that property, which is conditional on the Monopolies Commission, believe it or not, of Romania. This is the madness of EU regulations. I won't get political. But we have just to sell a small office block in Cluj in Transylvania, we need anti-monopolies clearance. I mean it's -- so that's going through the process at the moment.
And forgive me if I must say, is that the final property...
That's the final property in Romania.
Therefore, is a move to further simplification.
Yes, Romania is over for us really. It never really worked out. The depth of the market, just to put markets into context, the U.K. commercial property market turns of about GBP 100 billion a year. The Polish property market, about GBP 5 billion [indiscernible] or EUR 7 billion. And the Romanian market has never broken out of GBP 1 billion a year. And so it's been very difficult in Romania to find deals. Actually, the deals we have done in Romania have all, with the exception of 1 or 2, I think, been really profitable for us, but it's terribly difficult to find stock.
Okay. My final question is obviously the presentation of the current situation is the case of basically looking for bargains in the U.K. My obvious question is, how is that going?
Again, it's so hard to predict because you have to kiss a lot of frogs before a prince turns out, not that I'm looking for a prince. The princess will be more to my liking. But we go through that process. Jeremy is at it 24/7. I'm at it 24/7. And we bought a little property in Leatherhead for GBP 600,000, which we hope will do well for the group. We get planning permission on it to convert it from offices to resi. We're looking at a few others of that kind of thing. And we'll just do as many as we can, but it's impossible to give you any indication on it because it's deal led.
Yes. Obviously, I'm aware of the level of profitability within the financial year for the AGM, which is, turns out in earnings per share of about 1.8p. If it turned out roughly the same next year, by implication or the year we are within, I presume looking at the coverage proposals for the dividend that in effect, you're potentially looking at 0.5p in current year [indiscernible].
We're not going to make any sort of firm commitment because that's not what we do. But I would just say that it is our aim as a Board to make the company profitable and to pay dividends, which we would hope would increase over time. That's our aim and ambition.
And that we did very, very successfully for many years until we took a hit.
There have been a number of questions that have -- I don't think anybody can actually see them, but that have come up. But I think we've answered pretty much all of them. There were 2 or 3 questions on the fund management role, which I think Ben has fully covered. We've talked about where we're thinking -- where the investment opportunities lie. We just talked about investment dividends and so forth. And the other questions, I think, have been answered either in writing separately. I think there's -- I don't think there are any other questions that we feel that we haven't really covered. I think we're fully covered on all the questions that we have on the screen. There's 2 that have come in. Can we have a proxy number for Resolutions 7 to 9? I don't -- we've withdrawn them. So I'm afraid that -- yes, I mean, that's irrelevant, frankly. And you will get a poll figure on every poll of the resolutions that we put to the meeting will go out on the information service later. Is that right, Jill?
They'll be part of the RNS.
Yes. So I think unless there's anything else, that answers all our questions. Thank you very much. Thank you for attending the meeting. Thanks online. And thank you for listening, if anybody was.
Thank you for updating attendees today. On behalf of the Board of First Property Group plc, we would like to thank you for attending today's Annual General Meeting, and good afternoon to you all.
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