Phoenix Spree Deutschland Limited | Annual Report and Accounts 2025
Building Better
Futures
Phoenix Spree Deutschland Limited
Annual Report and Accounts 2025
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
(LSE: PSDL.LN), the UK-listed investment
company specialising in German residential
real estate, announces its results for the year
ended 31 December 2025. The Board also
provides an update on the execution of the
Company’s managed Portfolio realisation
strategy, approved by shareholders at the
Extraordinary General Meeting on 12 March 2025.
Annual Report and Accounts
The full Annual Report and Accounts will shortly be available to download from the Company’s
website www.phoenixspree.com. All page references in this announcement refer to page numbers
in the Annual Report and Accounts. The Company will submit its Annual Report and Accounts to the
National Storage Mechanism in the required format in due course and it will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
1
Directors’ Report Financial Statements
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Strategic Report
Highlights
of the Year
Our Strategy
Read more on pages
2-3
Read more on pages
14-15
Chairman’s
Statement
Read more on pages
6-7
For further information, please contact:
Phoenix Spree Deutschland Limited
Stuart Young
+44 (0)20 3937 8760
Deutsche Numis (Corporate Broker)
Hugh Jonathan
+44 (0)20 7260 1263
Teneo (Financial PR)
Elizabeth Snow/Annushka Shivnani
+44 (0)20 7353 4200
Contents
01
Strategic Report 1-45
Highlights 2
At a Glance 4
Chairman’s Statement 6
Stakeholder Engagement 8
Board Decision-making 12
Our Strategy 14
Our Business Model 16
Report of the Property Advisor 18
Key Performance Indicators 33
Corporate Responsibility 34
– ESG and responsible business 34
– Better Futures: Our Corporate
Responsibility Plan 36
– Tenant satisfaction 36
– Environmental stewardship 37
– Social responsibility 38
– Community investment 38
– Governing responsibly 39
Principal Risks and Uncertainties 40
46
Directors’ Report 46-68
Our Board 46
Directors’ Report 48
Corporate Governance Statement 53
Audit Committee Report 63
Directors’ Remuneration Report 66
Statement of Directors’ Responsibilities 68
69
Financial Statements 69-109
Independent Auditor’s Report 69
Consolidated Statement of
Comprehensive Income 75
Consolidated Statement
of Financial Position 76
Consolidated Statement
of Changes in Equity 77
Consolidated Statement of Cash Flows 78
Reconciliation of Net Cash Flow
to Movement in Debt 79
Notes to the Consolidated
Financial Statements 80
Professional Advisors 109
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Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Highlights
Our highlights
of the year
Financial and operational summary
€ million (unless otherwise stated)
12 months to
December 2025
12 months to
December 2024
2025 v 2024
% change
Income Statement
Gross rental income 22.7 28.1 –
Loss before tax (13.6) (39.5) –
Balance Sheet
Portfolio valuation 540.1 552.8 –
EPRA NTA per share (€)
1
3.40 3.55 –
EPRA NTA per share (£)
1,
2
2.97 2.93 –
EPRA NTA per share total return (€%) (4.2) (10.4) –
IFRS NAV per share (€) 2.94 3.01 –
IFRS NAV per share (£)
2
2.56 2.49 –
IFRS NAV per share total return for the period (€%)
4
(2.3) (12.2) –
Net LTV (%)
3
41.0 40.3 –
Operational
Like-for-like Portfolio valuation per sqm (€) 3,686 3,633 –
Condominium sales notarised 36.0 9.4 –
Condominium sales notarised per sqm (€) 4,132 4,295 –
Vacant condominiums notarised per sqm (€) 4,585 5,027 –
Occupied condominiums notarised per sqm (€) 3,909 3,430 –
Annual like-for-like rent per sqm growth (%)
4
0.8 1.6 –
EPRA vacancy (%) 4.1 1.5 –
1 European Public Real Estate Association (‘EPRA’) metrics defined and calculated in the notes to the consolidated financial statements.
2 Calculated at foreign exchange rate GBP/EUR 1:1.146416 as at 31 December 2025 (31 December 2024: GBP/EUR 1:1.2097).
3 Net loan to value (LTV) uses nominal loan balances rather than the loan balances on the Consolidated Statement of Financial Position, which include
capitalised finance arrangement fees.
4 Like-for-like excludes the impact of disposals in the period.
22.7m
540.1m
36.0m
Gross rental income (€)
Portfolio valuation (€)
Condominium
notarisations (€)
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Directors’ Report Financial Statements
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Strategic Report
Strategy implementation on track
• The Compulsory Redemption Facility was
approved at the Extraordinary General
Meeting (EGM) in June 2025, establishing
a clear framework for capital returns.
• In November 2025, the Company
completed the refinancing of all
borrowings, securing a new €255m,
five-year, interest-only facility.
• The refinancing removed previous
restrictions on condominium pool
expansion and shareholder distributions,
materially enhancing operational flexibility.
• The Condominium Sales Pool was
expanded to 40 properties (861
units remaining available for sale at
31 December 2025), with a further 227
units expected to be added in H1 2026.
2025 condominium sales
ahead of target
• During 2025, 122 units were notarised
for €36.0m, exceeding the €30m target
by 20%, and up from €9.4m in 2024.
• Average achieved pricing before disposal
costs was at a 4.1% premium to the most
recent property valuation prior to sale.
Vacant units achieved a 18.6% premium to
carrying values, while occupied units were
sold at a 2.8% discount.
• Since year end, a further 56 units have
been notarised (€16.5m), with 35 units
(€10.3m) under reservation.
• The Company is targeting condominium
notarisations of at least €55m in 2026 and,
with €16.5m already notarised since year-
end and a further €10.3m under reservation,
remains on track to deliver this target.
First capital return to shareholders
• The Board is delighted to announce that
an aggregate of £17.5m will be returned
to shareholders – the first return of capital
under Phoenix Spree Deutschland’s
managed Portfolio realisation strategy.
• This will be effected by means of a pro
rata Compulsory Redemption of Ordinary
Shares. All shareholders will have shares
redeemed automatically, in proportion to
their holdings.
• The Compulsory Redemption Price
per Ordinary Share to be redeemed
will be £2.56.
• Subject to continued successful
implementation of the managed Portfolio
realisation strategy and retention of prudent
cash balances, the Board aims to make two
returns of capital to shareholders annually.
Further details are set out in a separate RNS
announcement released today.
Portfolio valuation stabilising
• The total Portfolio was valued at €540.1m
at 31 December 2025, representing a like-
for-like increase of 1.5% on a per sqm basis.
• The Condominium Sales Portfolio was
valued at an average of €4,191 per sqm,
a like-for-like per sqm increase of 3.1%,
reflecting the pricing premium achievable
through individual unit sales.
• The Private Rented Sector (PRS) Portfolio
was valued at an average of €3,288 per
sqm, up 0.8%, representing the first annual
like-for-like valuation increase since 2022
and indicating stabilisation in the Berlin
residential market.
Cost reduction – a priority for 2026
• Cost reduction is a key priority for 2026
as the Portfolio contracts through
condominium sales.
• Property-level and administrative costs are
expected to reduce progressively as assets
are sold and net asset value (NAV) declines.
• Administrative expenses in 2025 were
elevated by non-recurring items, including
legal, lender and other professional
fees associated with the refinancing
(facility negotiation, documentation and
related advisory work), the acceleration of
condominium sales and the continuation
vote at the Annual General Meeting
(AGM)/EGM.
• Following completion of these discrete
actions, the related cost burden is
expected to reduce materially.
• Capital expenditure in 2025 reflected
the front loaded preparation of four
condominium tranches and is expected
to fall materially in 2026 and beyond.
Outlook
• The Company enters 2026 with positive
momentum, supported by an expanded
Condominium Sales Pool, completed
refinancing and a clear capital return
framework.
• The Berlin condominium market continues
to demonstrate resilience, underpinned by
structural supply demand imbalance and
improving financing conditions.
• Regular capital returns are expected to
be made from net sale proceeds, subject
to cash availability, associated debt
repayment and covenant headroom.
• The cost base is expected to reduce
materially as one-off items do not recur
and the Portfolio continues to contract.
• The Board remains mindful of external
uncertainties, including ongoing
geopolitical tensions and conflict in the
Middle East, which may affect interest rates
and broader market sentiment. However,
the Company’s strategy is underpinned by
long-dated financing, operational flexibility
and the ability to calibrate sales pacing in
response to market conditions.
Robert Hingley, Chair of Phoenix Spree
Deutschland, commented:
“2025 marked the shift from planning to
execution, with accelerated condominium
sales, completion of the refinancing and the
launch of a capital return framework. Results to
date support our strategy: condominium sales
achieved premiums to latest carrying values.
With refinancing complete, an expanded
pool of condominium assets and a clear
cost reduction trajectory, the Company
enters 2026 focused on disciplined delivery
– maximising value from the condominium
sales programme, returning capital to
shareholders and reducing the cost base
as the Portfolio contracts.”
2025 marked the shift from
planning to execution, with
accelerated condominium
sales, completion of the
refinancing and the launch of
a capital return framework.”
Robert Hingley
Chairman
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Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
At a Glance
Phoenix Spree
Deutschland (PSD) is a
Berlin-focused German
residential property fund
that has been operating
in Germany since 2007.
Pure-play Berlin Portfolio
PSD’s portfolio is concentrated
in Berlin’s most sought-after
inner-city neighbourhoods, with
the majority of assets located in
Charlottenburg-Wilmersdorf,
Friedrichshain-Kreuzberg, Neukölln
and Schöneberg. The portfolio
is predominantly Altbau – classic
pre-1914 buildings – typically five
storeys with 20 to 40 units of one- to
three-bedroom apartments, often
with ground-floor commercial space.
This stock benefits from heritage
protection, strong tenant demand,
and significant reversionary potential
as regulated rents reset on re-letting
and refurbishment.
Berlin
Property location
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Directors’ Report Financial Statements
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Strategic Report
Strategy at a glance
• Active asset management – driving rental growth through refurbishment,
re-letting and modernisation within Berlin’s regulatory framework.
• Condominium sales programme – crystallising NAV at a premium to book
value through the sale of individual apartments.
• Disciplined capital allocation – recycling sale proceeds into balance sheet
strength, share buybacks and selective reinvestment.
Portfolio like-for-like growth 2009–2025 (%)
0.8% 1.5%
-11.9%
-3.1%
6.3%6.3%
7.1%
14.0%
40.1%
19.4%
10.7%
8.6%8.6%
16.2%
6.2%
8.6%
2.0%
Like-for-like Portfolio value
growth (%)
-15.0%
-5.0%
5.0%
15.0%
25.0%
35.0%
45.0%
2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 20252024
22.7m
540.1m
2,081
41.0%
Gross rental income
Reported property
portfolio valuation (€)
Number of units
Net LTV
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Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
During the year, shareholders
approved the Company’s
managed Portfolio realisation
strategy, implementation of the
condominium sales programme
accelerated, and the Company
completed a comprehensive
refinancing. Together, these
provide a strong foundation as the
Company enters the next phase
of its realisation programme.
Shareholder approval of strategy
At the EGM held on 12 March 2025,
shareholders voted overwhelmingly to
approve the Company’s managed Portfolio
realisation strategy and the continuation of
the Company. This decision provided the
Board with a clear mandate to accelerate
condominium sales, reduce leverage and
return capital to shareholders.
In June 2025, shareholders approved the
Compulsory Redemption Facility at the EGM.
The Facility establishes a transparent and
equitable mechanism for returning capital
to shareholders on a pro rata basis as sale
proceeds are realised.
Chairman’s Statement
In the year ended 31 December
2025, Phoenix Spree Deutschland
made significant progress in
executing its strategy.
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Directors’ Report Financial Statements
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Strategic Report
540.1m
3,686
Portfolio valuation at
31 December 2025 (€)
Portfolio valuation per sqm
at 31 December 2025 (€)
The Board believes the
Company is well positioned
to execute its strategy
and deliver value for
shareholders.”
Condominium sales
The condominium sales programme became
the central operational focus during the year.
Condominium sales in 2025 exceeded the
Company’s original targets, with achieved
pricing validating independent balance sheet
valuations. During the year, the Condominium
Sales Pool was expanded significantly, providing
improved visibility on future sales volumes and
supporting the acceleration of the programme
into 2026.
Refinancing and capital structure
In November 2025, the Company completed
the refinancing of all borrowings, securing a
new €255m, five-year, interest-only facility.
The new facility removed previous restrictions
on condominium sales volumes and
shareholder distributions, materially enhanced
operational flexibility, and provides a stable
debt platform aligned with the expected
duration of the realisation programme.
Portfolio valuation and market conditions
Portfolio valuations stabilised during the year,
reflecting improving conditions in the Berlin
residential market. As at 31 December 2025,
the total Portfolio recorded a like-for-like
valuation increase, the second full-year
increase since 2022. The Condominium
Sales Portfolio continued to benefit from
the premium achievable through individual
unit disposals, while the (PRS) Portfolio also
recorded its first annual like-for-like valuation
increase since 2022.
These valuation movements provide
encouraging evidence that the Berlin
residential market is stabilising following
the correction experienced in recent years.
Costs
Cost discipline is a central focus. Expense
levels in 2025 reflect several clearly identifiable,
non-recurring items linked to shareholder
approvals, refinancing and the acceleration of
condominium sales, alongside front-loaded
capital expenditure to prepare four tranches
of properties for sale.
These costs are expected to decline as
the programme matures and the Portfolio
contracts, and the Board expects the cost
base to reduce materially over time.
Responsible business and governance
Responsible business practices continue to
underpin the execution of the Company’s
strategy. The Board and the Property Advisor
remain committed to fair and transparent
engagement with tenants throughout the
condominium sales process, fully respecting
statutory protections and offering tenants the
right of first refusal to buy their home.
As the Company progresses through a
managed realisation of its Portfolio, the
Board recognises that strong governance
and responsible conduct remain essential.
Oversight of environmental, social and
governance (ESG) matters continues to form
part of the Board’s stewardship, with particular
focus on tenant engagement, regulatory
compliance and the orderly management
of the Portfolio during transition.
The Company has maintained its
commitment to community engagement
and charitable initiatives consistent with its
footprint in Berlin, reflecting the Board’s
view that responsible behaviour and social
contribution remain important throughout
the wind-down period. Further detail on
ESG priorities, stakeholder engagement and
charitable activity is provided in the Corporate
Responsibility section of this report.
Outlook
The Board’s focus is firmly on disciplined
delivery. The priorities for 2026 are to
accelerate condominium sales, commence
capital returns to shareholders, and ensure
that the cost base contracts in line with the
reducing Portfolio. With refinancing complete,
an expanded sales pipeline, improving
market conditions and a clear capital return
framework in place, the Board believes the
Company is well positioned to execute its
strategy and deliver value for shareholders.
The Board remains mindful of external
uncertainties, including ongoing geopolitical
conflict in the Middle East, which may affect
broader market sentiment. Nevertheless,
the Company’s strategy is underpinned by
operational flexibility, long-dated financing
and a conservative capital structure,
allowing execution to be adapted as
market conditions evolve.
On behalf of the Board, I would like to thank
our shareholders, partners and advisors for
their continued support.
Robert Hingley
Chairman
22 April 2026
Robert Hingley
Chairman
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Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Listening to
our stakeholders
Engagement with key stakeholders is integral to the delivery of the Company’s
strategy and the long-term success of the business. The Company engages
with tenants, shareholders, partners, people, local communities and regulators to
understand their priorities and concerns and to inform Board decision-making.
Although, as a non-UK company, the Company
is not legally required to comply with section
172 of the UK Companies Act 2006, it applies
the related corporate governance principles set
out in the AIC Code of Corporate Governance
(the ‘AIC Code’) on a comply-or-explain basis.
The Board of Directors, both individually
and collectively, is committed to acting in
good faith to promote the success of the
Company for the benefit of its members.
In doing so, the Board considers the interests
of stakeholders and the matters specified
in section 172.
While the Board engages directly with
stakeholders on certain matters, much of
the day-to-day engagement is undertaken
through the Property Advisor, which provides
regular reporting and insight to the Board.
A summary of how the Company engages
with its key stakeholders, and why those
stakeholders are important to the business,
is set out below. Further detail on the
Company’s and the Property Advisor’s
approach to corporate responsibility is
provided in the Corporate Responsibility
section of this report.
Our stakeholders
Tenants
Shareholders
Partners
People
Local
communities
Regulators
Stakeholder Engagement
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Directors’ Report Financial Statements
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Strategic Report
How we engage
Key stakeholder issues
Tenant engagement assumed heightened importance during 2025 as
the Company accelerated its managed Portfolio realisation strategy.
With 40 properties (942 units) designated for condominium sale across
four tranches, clear, timely and empathetic communication with tenants
was essential to maintaining trust and supporting an orderly transition.
The Board and Property Advisor recognise the sensitivity of the
condominium sales process for sitting tenants and are committed to
transparent, fair and respectful engagement. The Company operates
within Berlin’s robust tenant protection framework, including statutory
rights of first refusal (Vorkaufsrecht), a ten-year termination blocking
period following conversion, and the Berlin conversion regulation,
renewed in March 2025 for a further five years. Compliance with these
protections is maintained across the Portfolio.
The Board considers effective tenant engagement to be integral to
execution quality, legal compliance and the preservation of pricing
outcomes during the realisation programme. Health and safety remain
integral to the Company’s operations across both retained and sale assets.
How the Company engages
The Property Advisor plays a central role in tenant engagement through
its oversight of Core Immobilien, which manages day-to-day tenant
relations. Core Immobilien’s activities are actively monitored to ensure
effective engagement and responsible issue management.
All tenants in properties designated for condominium sale were contacted
directly and provided with clear explanations of the sales process and their
statutory rights. In addition to the legal minimum, the Company offered
sitting tenants the opportunity to purchase their apartments at pricing
reflecting statutory protections and occupancy status. This approach
supported tenant participation in sales during 2025 while respecting
tenant choice.
Tenant feedback is captured through the Property Tenant Survey and
ongoing engagement channels. The Property Advisor’s Vulnerable
Tenant Policy and complaints handling protocols remain in place to
ensure sensitive, fair and timely resolution of tenant issues.
Highlights
• Tenants across four condominium sales tranches were contacted
through a phased communication programme tailored to each stage
of the process.
• A number of sitting tenants exercised their statutory right of first refusal,
resulting in 55 units being sold to existing tenants during 2025 for an
aggregate consideration of €16.5m. These sales formed part of the
occupied unit notarisations, with achieved pricing reflecting statutory
protections and occupancy status.
• Approximately €12.6m of capital expenditure in 2025 was invested in
properties and directed towards preparing properties for sale, including
works that also improved living conditions for current tenants.
• Tenant survey feedback continued to inform operational priorities and
Board oversight.
• Tailored support was provided to tenants facing financial difficulty,
including agreed rental payment deferrals where appropriate.
• Heating optimisation pilots progressed during the year, supporting
energy efficiency and reduced costs for tenants.
Tenants
Shareholders
Key stakeholder issues
2025 was a pivotal year for shareholder engagement as the Company
secured approval for its managed Portfolio realisation strategy and
established a framework for capital returns. Clear and transparent
communication was particularly important during this period of
strategic transition.
How the Company engages
The Company maintains regular dialogue with institutional investors
through meetings, presentations and reporting, and engages retail
shareholders through AGMs, EGMs and digital communication platforms.
Two significant shareholder votes were held during the year: the
continuation vote at the EGM in March 2025 approving the managed
Portfolio realisation strategy, and the AGM/EGM in June 2025 approving
amendments to the Company’s Articles of Association (the ‘Articles’)
to establish a Compulsory Redemption Facility. The Company operates
a comprehensive investor relations programme supported by RNS
announcements, published materials and independent research
coverage. The Board also oversees engagement with key service
providers supporting shareholder processes, including the Company’s
Administrator and registrar, with particular focus on operational
resilience, data protection and continuity.
Highlights
• Shareholders approved the managed Portfolio realisation strategy and
continuation of the Company for a further five years.
• Amendments to the Articles establishing the Compulsory Redemption
Facility were approved, enabling systematic pro rata capital returns.
• All Non-Executive Directors were re-elected at the June 2025 AGM
and the auditor, RSM UK Audit LLP, was reappointed.
• Following the successful refinancing completed in November 2025,
the Board has announced the first shareholder distribution with the
Full Year Results in April 2026.
• The Property Advisor demonstrated alignment with shareholder
interests through reinvestment of disposal fees into PSD shares
and a permanent reduction in its fee cap.
• Six RNS announcements were issued during the year to keep
shareholders informed of key developments.
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Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Partners People
Key stakeholder issues
The Company and its Property Advisor rely on a broad network of
professional advisors, brokers, lenders and service providers to deliver
the managed Portfolio realisation strategy. Fairness, mutual respect and
high ethical standards are essential to maintaining effective partnerships
and consistent service quality.
During 2025, the acceleration of the condominium sales programme
increased operational complexity and required close coordination
with an expanded network of partners, including additional residential
brokers, legal advisors and lending institutions. The Board recognises
the importance of robust oversight of third-party relationships during
periods of heightened execution activity.
How the Company engages
The Property Advisor maintains close working relationships with all
key partners and advisors and is responsible for coordinating activity
across the execution platform. Supplier standards are governed by the
Company’s policies and codes of conduct.
All key suppliers are required annually to confirm, through formal
questionnaires and affirmation letters, that they maintain policies and
procedures aligned with the Company’s standards. The Board receives
regular reporting on partner performance and undertakes an annual
review of all material service providers.
Highlights
• The broker panel was expanded from three to five firms during 2025
to support increased sales volumes.
• A €255m, five-year, interest-only refinancing was completed in
November 2025 through close collaboration with lending partners
and professional advisors.
• The new facility removed previous restrictions on condominium
sales volumes and shareholder distributions, materially improving
operational flexibility.
• The Board conducted its annual review of service provider
performance and confirmed its continued confidence in all
key partners.
Key stakeholder issues
The Company places significant emphasis on the employment practices
and capability of its Property Advisor, QSix. As the business transitioned
from a steady-state rental platform to an active realisation model, the
experience, resilience and adaptability of the QSix team became
increasingly critical to successful execution.
The Board recognises that employee engagement, diversity and
professional development are central to sustaining operational
performance during a multi-year, execution-intensive programme.
How the Company engages
The Company and its Property Advisor promote an inclusive and
supportive workplace culture founded on fairness, transparency and
engagement. QSix places strong emphasis on employee wellbeing,
flexible working and access to professional development, while ensuring
full compliance with applicable labour laws and regulations.
Open communication is maintained through regular internal updates,
employee surveys and town hall meetings, providing insight into
employee sentiment and operational capacity.
Highlights
• Monthly employee town hall meetings were held throughout 2025 to
communicate business updates and reinforce organisational culture.
• Results from the 2025 employee survey indicated that employees
feel treated with respect and provided with equal opportunities.
• Flexible working arrangements, including remote working with line
manager approval, remained in place.
• As the condominium sales programme scaled, QSix expanded its
operational capacity to manage four sales tranches concurrently
across five broker firms.
• Continued investment was made in training and professional
development to support the evolving demands of the managed
Portfolio realisation strategy.
Stakeholder Engagement continued
How we engage continued
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Directors’ Report Financial Statements
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Strategic Report
Local
communities
Regulators
Key stakeholder issues
Local communities are an important consideration as the Company
progresses its managed Portfolio realisation strategy. The transition of
properties from rental accommodation to individual ownership can
affect neighbourhood stability and community dynamics, particularly
in Berlin’s designated social preservation areas.
The Board recognises its responsibility to manage this transition in a
considered and responsible manner, balancing value realisation with
respect for local communities and regulatory frameworks.
How the Company engages
Community engagement is delivered through the Company’s
Community Policy and the ‘Better Futures’ Corporate Responsibility
Plan, which focuses on charitable support and community investment
aligned with the Company’s geographic footprint.
The Company supports a number of established charitable organisations
in Berlin and the UK that address homelessness, domestic abuse, youth
disadvantage and family wellbeing.
Highlights
• Continued multi-year support for the Intercultural Initiative women’s
shelter in Berlin, providing refuge and support for women and children
affected by domestic abuse.
• Ongoing support for Laughing Hearts, funding programmes for
disadvantaged children and young people.
• Financial support maintained for UK charities including SPEAR, Single
Homeless Project (SHP) and Home-Start.
• Investment in common areas of properties designated for condominium
sale, supporting building condition, safety and resident experience during
the transition period.
• A phased, tranche-based sales approach designed to manage sales
activity in a controlled manner that respects the social fabric of
local communities.
Key stakeholder issues
The Company operates within a highly regulated environment and
is committed to maintaining full compliance with all applicable legal
and regulatory requirements, particularly those governing residential
property, tenant protections and condominium conversions in Berlin.
The regulatory environment continued to evolve during 2025, with
material developments including the extension of the rent cap, renewal
of the Berlin conversion regulation and implementation of property
tax reform.
How the Company engages
Regulatory compliance is embedded across the Company’s operations
and overseen by the Board, with day-to-day monitoring undertaken by
the Property Advisor. Legal advisors are engaged to provide guidance on
regulatory developments, and the Board is kept informed of emerging
risks and requirements.
The Company adopts a constructive and transparent approach in its
interactions with regulators and local authorities and ensures that tenant
protection laws are rigorously observed throughout the condominium
sales process.
Highlights
• Full compliance maintained with Berlin tenant protection laws,
including rights of first refusal, termination protection and
condominium conversion approvals.
• Successful navigation of regulatory approvals associated with
the Compulsory Redemption Facility and amendments to the
Company’s Articles.
• Continued adherence to EPRA Sustainability Best Practice
Recommendations, with the Company receiving a Gold Award
for sustainability reporting for the fourth consecutive year.
• Progression of heating optimisation pilots in line with evolving
environmental regulation and efficiency standards.
• Ongoing compliance with International Financial Reporting Standards
(IFRS) and the AIC Code on a comply-or-explain basis.
12
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Board Decision-making
Board decision-making
and stakeholder
considerations
In making decisions during the year, the Board seeks to promote the long-term success
of the Company while maintaining high standards of business conduct. This section
summarises the principal decisions taken or implemented in 2025 and explains how
stakeholder interests were considered in reaching those decisions.
As a Jersey-incorporated company listed on
the London Stock Exchange, PSD follows the
corporate governance principles set out in
the AIC Code on a comply-or-explain basis.
Although not legally required to comply
with section 172 of the UK Companies
Act 2006, the Board voluntarily applies its
principles, having regard to the long-term
consequences of decisions, the interests of
employees, relationships with suppliers and
partners, the impact on communities and
the environment, and the need to act fairly
between shareholders.
2025 marked a decisive shift from strategy
approval to execution. The Board took a
number of significant decisions to accelerate
the managed Portfolio realisation strategy,
de-risk the balance sheet and establish
a framework for capital returns. The key
decisions, and the Board’s consideration
of stakeholder interests, are set out below.
Key decision/item Stakeholder Decision and rationale Stakeholder considerations and outcome
Continuation vote
and managed Portfolio
realisation strategy
Shareholders, tenants,
partners, regulators
Under the Company’s Articles of Association,
a continuation vote was required by the 2025
AGM. Given the strategic importance of the
accelerated condominium sales programme,
the Board brought forward the vote to an
EGM held on 12 March 2025, alongside
proposals to amend the Company’s
investment objective and policy to facilitate
an orderly Portfolio realisation.
The Board engaged extensively with shareholders,
who expressed strong support for a managed
Portfolio realisation strategy focused on individual
condominium sales rather than bulk disposals.
Tenant impacts were carefully considered, with
a phased tranche approach designed to ensure
clear communication and preservation of statutory
protections, including rights of first refusal. The
strategy was structured to comply fully with Jersey
company law, the Listing Rules and Berlin tenant
protection legislation.
Shareholders approved the continuation of the
Company for a further five years and the adoption
of the managed Portfolio realisation strategy,
providing a clear mandate for systematic
disposal of the Portfolio while balancing value
optimisation, capital returns and responsible
tenant engagement.
Condominium
sales strategy
and Portfolio split
Shareholders, tenants,
local communities
A central element of the Company’s
strategy is the division of the Portfolio
into a Condominium Sales Pool and a PRS
Pool. During 2025, the Board approved four
tranches of properties for condominium
sale, materially expanding the active
sales pool.
For shareholders, the strategy reflects the structural
pricing premium achieved through individual unit
sales. For tenants, each tranche was phased to
allow early and clear communication, statutory
rights of first refusal and discounted purchase
opportunities. The Board also considered the
impact of conversions on local communities,
particularly in designated social preservation areas,
and ensured compliance with the renewed Berlin
conversion regulation.
During the year, condominium sales exceeded the
Company’s original targets, supporting the Board’s
confidence in the strategy and underpinning
expectations for 2026.
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Strategic Report
Key decision/item Stakeholder Decision and rationale Stakeholder considerations and outcome
Debt refinancing
Shareholders, partners
The Company’s previous debt facilities were
due to mature in 2026 and constrained sales
volumes and shareholder distributions. During
2025, the Board pursued a comprehensive
refinancing to align the capital structure with
the managed Portfolio realisation strategy.
Shareholders emphasised the importance of
de-leveraging, execution flexibility and capital
returns. The Board and Property Advisor worked
closely with lending partners and advisors to
balance operational flexibility with prudent
financial management.
In November 2025, all borrowings were
refinanced into a single long-dated, interest-only
facility. The refinancing removed operational
constraints on condominium sales, eliminated
near-term refinancing risk and enabled the
Company to commence capital returns.
Compulsory
Redemption Facility
Shareholders, regulators
To enable orderly and equitable capital
returns, the Board proposed amendments
to the Company’s Articles of Association to
establish a Compulsory Redemption Facility,
approved at the AGM/EGM in June 2025.
The Board engaged with shareholders to design
a transparent, pro rata mechanism for returning
capital, while ensuring full compliance with
Jersey company law, Financial Conduct
Authority (FCA) Listing Rules and London
Stock Exchange requirements.
The Facility provides a flexible and repeatable
mechanism for returning capital to shareholders
as sale proceeds are realised, supporting the
orderly wind-down of the Portfolio.
Property Advisor
fee arrangements
(Property Advisory
and Investor Relations
Agreement)
Shareholders, people
The Board reviewed the Property Advisor’s
fee arrangements to ensure continued
alignment with the revised strategy and
shareholder interests. Reflecting shareholder
feedback on cost discipline and the increased
operational demands of the realisation
programme, the ongoing fee cap was
permanently reduced. The revised
arrangements strengthen alignment with
shareholders and deliver ongoing cost
savings over the life of the programme.
Tenant engagement,
ESG and community
considerations
Tenants, local
communities,
all stakeholders
As implementation of the sales
programme accelerated during 2025,
the Board maintained close oversight
of tenant engagement, environmental
stewardship and community investment.
Regular reporting from the Property Advisor
informed Board discussions on tenant
communications, vulnerable tenants and
service continuity. The Board also oversaw
continued ESG monitoring, including a
review and refinement of the Company’s
Energy Performance Certificate (EPC)
certification processes during the year,
and reviewed the focus and impact of
charitable partnerships in Berlin and the UK.
Together, these actions reflect the Board’s
commitment to responsible execution
of the managed Portfolio realisation
strategy, positive engagement with tenants,
maintaining regulatory compliance and
preserving the Company’s reputation as a
responsible corporate citizen throughout
the wind-down.
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Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Our Strategy
Market-driven
portfolio realisation
PSD is executing a managed Portfolio realisation strategy following the shareholder
mandate approved at the Extraordinary General Meeting in March 2025. The strategy
reflects the Company’s transition from a growth oriented investment vehicle to a value
led realisation platform, focused on maximising shareholder returns through the orderly
disposal of its Berlin residential Portfolio.
Individual condominium sales in Berlin
consistently achieve higher values than
equivalent private rented sector (‘PRS’)
portfolio valuations. The Company’s strategy
is designed to capture this value differential in
a disciplined manner, applying sale proceeds
to reduce leverage and return capital to
shareholders over time.
Execution is deliberately market led rather
than time driven. The Board prioritises
value optimisation over sales acceleration,
calibrating the pace of disposals to pricing
outcomes, market conditions and execution
risk. This approach helps preserve flexibility
throughout the realisation period and avoid
forced selling.
Pricing differentiation in the Berlin
residential market
Berlin’s residential market continues to
demonstrate a clear and persistent separation
between pricing achieved through individual
condominium transactions and valuations
applied to PRS portfolios sold to institutional
investors. This reflects differences in buyer
demand, financing structures and regulatory
exposure, and has remained evident across
market cycles.
A key strength of the Company’s Portfolio
is the high proportion of properties (over
70%) that are already legally divided into
individual condominium units. Regulatory
changes in Berlin have materially constrained
new condominium splitting, reinforcing the
relative scarcity of existing divided stock and
supporting the long term value potential of
the Portfolio.
Strategic priorities
The Board’s strategic priorities are focused on
disciplined delivery and capital stewardship:
• Execute the condominium sales
programme through a phased and
controlled approach aligned with
prevailing market conditions.
• Reduce leverage progressively through
the application of disposal proceeds,
maintaining a conservative balance sheet.
• Return capital to shareholders in a
transparent and equitable manner through
the Compulsory Redemption Facility.
• Ensure the cost base contracts in line with
the shrinking Portfolio, with continued
focus on efficiency and cost discipline.
• Actively manage retained PRS assets to
protect income, maintain asset quality
and preserve optionality ahead of disposal.
Responsible implementation
The strategy is executed within a robust
governance and regulatory framework.
Tenant protections are treated as core, with full
compliance with German residential tenancy
law and a strong emphasis on transparent,
respectful engagement throughout the sales
process. The Board remains committed to
responsible business practices as the Portfolio
transitions through the realisation phase.
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Strategic Report
Our key stakeholders
Read more on pages 8-11
People
Engaged, skilled people with
diverse perspectives are
fundamental to the long term
success of the business.
Tenants
We aim to provide modern,
well maintained homes at
affordable rents. During the
condominium sales process,
we communicate clearly with
affected tenants and respect
statutory protections.
Regulators
We operate in full compliance
with Berlin tenant laws, building
regulations and all relevant legal
requirements, including the
renewed conversion regulation
and extended rent cap.
Local
communities
We make positive contributions to
the areas in which our properties
are located through building
improvements and support for
local charities.
Shareholders
The Board and the Property
Advisor maintain an open
and constructive dialogue
with both institutional and
retail shareholders, providing
transparent and timely
information on the Portfolio
realisation programme.
Partners
We value our partners and
treat them fairly, enabling
them to deliver high quality
service to tenants
and investors.
Tenants
People
ShareholdersRegulators
PartnersLocal
communities
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Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Our Business Model
Our
business
model
A disciplined realisation platform
The Company’s business model is designed to convert long
term residential assets into cash returns for shareholders in a
controlled and value focused manner. It combines active asset
management, disciplined capital allocation and structured
disposal execution, supported by a specialist operating platform.
The model is delivered through the Property Advisor, QSix,
working alongside established property management and
specialist sales partners. Together, this platform provides the
operational capability and market reach required to execute
the Portfolio realisation strategy.
How value is delivered
The business model follows a
clear and repeatable framework:
Optimise
The Portfolio is actively managed to
preserve asset quality, protect income
and enhance sale readiness. Assets
are assessed on a property by property
basis to determine the most appropriate
route to disposal, prioritising those where
individual unit sales offer the strongest
value outcomes.
Invest
Capital expenditure is deployed
selectively to support saleability and
pricing outcomes, underpinned by
strict cost benefit discipline. As the
realisation programme progresses
and the Portfolio contracts, capital
intensity will reduce and investment
will become increasingly targeted.
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Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Strategic Report
Sell
Assets are brought to market in defined
tranches, allowing execution to be aligned
with prevailing market conditions. Sales
strategies differentiate between vacant
and occupied units and are designed
to maximise aggregate proceeds while
remaining fully compliant with tenant
protections and regulatory requirements.
Distribute
Sale proceeds are applied through a
structured capital allocation framework,
prioritising debt reduction, funding
remaining execution costs and returning
capital to shareholders. This ensures that
realised value is translated directly into
shareholder outcomes.
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Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Managed Portfolio realisation strategy
The Company’s managed Portfolio realisation
strategy is centred on the disposal of residential
assets through individual condominium sales.
The objective is to maximise aggregate net
sale proceeds over the life of the programme
by capturing the structural pricing premium
achieved through individual unit disposals
relative to institutional PRS valuations, while
maintaining full compliance with German
tenant protection legislation.
Relative to bulk PRS disposals, individual
condominium sales allow the Company
to monetise assets at materially higher €/
sqm values, while retaining flexibility over
timing and execution. The strategy prioritises
return optimisation, with sales activity
calibrated to balance pricing outcomes,
timing and risk. Sales are delivered through an
integrated operating platform, enabling the
Company to coordinate legal preparation,
tenant communications, broker activity and
building-level governance across multiple
assets concurrently, while maintaining
consistent oversight and control.
Structural pricing differentiation
Berlin’s residential market continues to
demonstrate a persistent pricing differential
between individual condominium transactions
and institutional PRS portfolio valuations. This
differential reflects distinct buyer profiles,
financing dynamics, regulatory considerations
and exit flexibility, and has remained evident
across market cycles, including periods of
weaker institutional investor demand.
Realised outcomes remain dependent on
buyer demand, financing availability, interest
rate conditions – shaped in part by geopolitical
events such as conflict in the Middle East –
and regulatory constraints at the time of sale.
Given the Company’s scale, condominium
sales represent only a very modest share of
total annual transaction volumes in Berlin.
This supports our approach to disciplined
execution without exerting pressure on local
market pricing. It also supports a controlled,
data-led approach to pacing, where sales can
be adjusted in response to observed pricing
and buyer demand signals.
This hierarchy directly informs the Company’s
execution strategy, with sales pacing calibrated
to maximise the proportion of vacant sales
over time, while remaining fully compliant with
tenant protections. The calibration requires
active management of multiple workstreams
– tenancy status, legal readiness, marketing
sequencing and broker capacity – to optimise
aggregate outcomes rather than accelerate
volume at the expense of value.
Tenant law, vacancy creation and timing
German residential tenancy law provides
strong statutory protections, including in
many cases the right of first refusal for tenants
Vacant, occupied and PRS
pricing dynamics
Vacant units consistently achieve materially
higher prices than occupied units, reflecting
broader buyer appeal and the absence of
tenancy-related constraints.
Occupied units are sold either to tenants or
to third-party investors and are priced at a
discount to vacant units to reflect statutory
tenant protections. Both vacant and
occupied condominium sales achieve prices
above equivalent PRS portfolio valuations,
underscoring the structural pricing premium
associated with individual unit disposals.
Pricing dynamics – vacant, occupied and reference valuations
Category
Average price
per sqm
Premium to
PRS Portfolio
valuation
per sqm
Vacant condominiums notarised in 2025 €4,585 39.4%
Occupied condominiums (tenant purchasers) notarised in 2025 €4,018 22.2%
Occupied condominiums (investor purchasers) notarised
in 2025 €3,647 10.9%
JLL PRS Portfolio valuation as at 31 December 2025 €3,288 –
Note: Gross sale prices before tax; excludes approximately 7% broker fees. Sources: notarised transaction data
and Jones Lang LaSalle SE (‘JLL’) Portfolio valuation as at 31 December 2025. Premiums shown relative to JLL PRS
Portfolio valuation as at 31 December 2025.
to purchase their own unit and security of
tenure. The Company cannot require or
encourage tenants to vacate and must rely on
natural vacancy creation. Historically, tenant
turnover across the Portfolio has averaged
approximately 8–10% per annum.
This rate of vacancy creation is a critical
input into sales strategy. Vacant units
typically achieve materially higher prices
than occupied units; extending the sell-down
period therefore increases the proportion
of vacant units available for sale, improving
blended pricing and aggregate proceeds.
While this constrains sales pace, it supports
value maximisation for shareholders
over time.
The Board therefore currently considers
that shareholder returns are most likely to
be maximised through a disciplined, multi-
year execution approach, which balances
pricing outcomes against the timing of cash
realisation. The Board does not believe that
a rapid disposal of assets would be value
maximising, as it would materially reduce
achieved pricing and overall returns.
Execution pacing and sales sequencing
therefore remain under active Board oversight
and are calibrated to prevailing market
conditions, achieved pricing evidence and
the evolving mix of vacant and occupied
units, with the objective of delivering orderly,
value-led realisation rather than maximising
short-term disposal volumes.
The condominium sales strategy
Report of the Property Advisor
Report of the
Property Advisor
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Strategic Report
Sales velocity and execution discipline
Sales velocity is actively managed using
the average annualised sales rate (AASR),
which measures the pace at which available
inventory is absorbed. AASR provides
a consistent framework for calibrating
execution speed in response to market
conditions, pricing signals and the evolving
mix of vacant and occupied sales.
Sales pacing is adjusted both in response to
observed buyer demand and as a deliberate
tool to optimise pricing outcomes.
Condominium AASR
Period Opening units Notarisations New units added Closing units AASR
1
Q1 2025 104 23 258 339 42.1%
Q2 2025 339 28 0 311 38.3%
Q3 2025 311 37 282 556 36.8%
Q4 2025 556 34 294 816 32.6%
Q1 2026 816 43 0 773 28.5%
1 AASR is calculated by dividing the number of units sold in a given month by the total number of units available for sale at the beginning of that month. This result is then
annualised, based on the number of days in the month, and averaged across historical months. To reduce volatility in the calculation, newly listed units are only included
one month after marketing begins. This adjustment accounts for the typical delay before sales commence. AASR reflects observed absorption of available inventory in
each period and is influenced by the timing of tenant notifications, tranche additions and the mix of vacant and occupied units. It is not a target metric and should not be
extrapolated as a steady-state execution rate.
As tenant priority purchase windows expire
and vacancy increases, execution pace is
expected to moderate towards a disciplined,
multi-year sell down profile. This transition
supports a higher proportion of vacant sales
and improved aggregate outcomes. Effective
delivery depends on active monitoring
of lead quality, conversion timelines and
achieved €/sqm.
By the end of 2025, all properties included in
Tranches 1 to 4 had completed the required
legal, technical and operational preparations
and had been brought to market, as reflected
in the as at 31 December 2025 columns of the
‘condominium preparation and pipeline’ table
above. The ‘units at launch’ columns reflect
the initial introduction of properties and units
rather than a single point in time snapshot.
Tranche 5 is expected to be added to the
Condominium Sales Pool from Q2 2026 and
comprises eight properties, representing
approximately 227 units and 14,968 sqm,
as shown in the table above. As with earlier
tranches, inclusion reflects the completion
of property-specific preparatory works
and confirmation of legal and operational
readiness, rather than a commitment to
execute sales within any fixed timeframe.
Tranche sequencing and sales pacing
remain subject to market conditions, pricing
outcomes, tenant processes and Board
discretion. The tranche framework is designed
to support orderly execution, disciplined
capital allocation and effective governance
throughout the realisation programme.
Condominium preparation and pipeline
1
As at 31 December 2025
2
Units at launch
Property group
Added to Condominium
Sales Pool Units Sqm Properties Units Sqm Properties
Tranche 1
3
On market 2024 84 7,571 5 108 9,291 6
Tranche 2 December 2024 213 16,563 10 258 19,711 10
Tranche 3 June 2025 270 18,771 12 282 19,549 12
Tranche 4 Q4 2025 294 19,760 12 294 19,760 12
Total Tranches 1–4 2024–2025 861 62,665 39 942 68,311 40
Tranche 5 Commencing Q2 2026 227 14,968 8 227 14,968 8
Total Tranches 1–5 2024–H1 2026 1,088 77,633 47 1,169 83,279 48
1 Inclusion of properties within a tranche reflects legal and operational readiness and does not constitute a commitment to execute sales within any fixed timeframe. Tranche
sequencing and sales pacing remain subject to market conditions, pricing outcomes, tenant processes and Board discretion.
2 The unit count, sqm and number of properties shown at launch and at 31 December 2025 are based on the legal completion date (transfer of title), not the notarisation date.
3 The number of properties in Tranche 1 decreased from 6 to 5 following the sale of all units within one property.
Where demand signals soften, the Company
has the flexibility to defer launches without
compromising solvency or covenant
compliance, reflecting its long-dated,
non-amortising debt structure.
Following programme-wide tenant
notification in 2025, initial tenant take up
was strong, resulting in an elevated AASR
during the year. This reflected a one-off
demand response to tenant notifications
rather than a structural increase in underlying
market absorption.
Condominium sales pipeline
Properties are introduced into the
Condominium Sales Pool in defined tranches,
reflecting legal and operational readiness and
the timing and scale of required preparatory
works. This tranche-based approach provides
clear visibility over the evolving sales pipeline
while preserving flexibility to calibrate
execution pace in response to market
conditions, pricing outcomes and
tenant processes.
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Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Condominium preparation process
Each property entering the condominium
sales programme is subject to a structured,
building-specific preparation process prior
to the first unit being offered for sale. The
process is overseen and executed by the
Property Advisor and is designed to ensure
assets are brought to market in a legally
compliant and sale-ready condition.
Preparatory capital expenditure is assessed
on a property-by-property, and unit-by-unit
basis against defined cost-benefit thresholds,
with proposed works evaluated by reference
to expected €/sqm value uplift relative to
cost. Where projected returns do not meet
the required threshold, works are reduced,
deferred or excluded. Capital commitments
above defined limits are subject to explicit
Board oversight and approval, with authority
levels calibrated to execution phase and asset-
specific risk.
Pricing oversight and controls
The condominium sales programme is
implemented through a panel of specialist
residential brokers, appointed, coordinated
and overseen by the Property Advisor. The
broker panel was expanded during 2025 to
increase execution resilience and geographic
market coverage in line with the scale and
complexity of the sales pipeline. Execution
is subject to defined authority limits, with
broker appointments, mandates and changes
governed by agreed parameters and reported
to the Board.
Achieved pricing is continuously benchmarked
against modelled assumptions, recent
transaction evidence and prevailing market
conditions. The performance of each broker
is monitored against defined key performance
indicators (KPIs), including sales velocity,
achieved €/sqm, conversion timelines and
lead quality. Performance data is reviewed
regularly by the Property Advisor and reported
to the Board as part of ongoing oversight.
Where sales performance diverges from
expectations, corrective actions are
implemented, including repricing, revised
marketing strategies, asset reallocation across
brokers or the appointment of additional
agents. This on-the-ground oversight reduces
execution risk and supports orderly sales
progression, particularly as unit disposals
increase third-party ownership and WEG
(Wohnungseigentümergemeinschaften, being
the statutory owners’ association governing
common property and building-level decision-
making) governance becomes more complex.
The Board considers this continuous feedback
loop – pricing evidence, conversion data and
active intervention where required – to be
an important governance control feature of
the programme.
Report of the Property Advisor continued
Tenant sales and statutory
compliance
In accordance with German residential
property law, some tenants benefit
from a statutory right of first purchase
(Vorkaufsrecht). Prior to any open market
sale, all tenants are notified and offered the
opportunity to purchase their apartment.
Tenant sales are treated as an integral part
of the sell down programme, reflecting both
statutory requirements and a rational trade-off
between pricing, timing and execution risk.
While tenant sales typically generate lower
per unit pricing than vacant open market
transactions, they reduce void exposure,
avoid refurbishment costs and support
constructive tenant engagement during the
sell down process. In practice, sales to tenant
purchasers often achieve higher pricing than
sales of occupied units to investor purchasers,
reflecting lower risk, reduced execution
friction and the absence of third-party yield
requirements. Accordingly, tenant sales
reduce aggregate execution risk and support
orderly progression of the programme,
notwithstanding lower per unit pricing
relative to vacant open market sales.
On-the-ground oversight and
WEG governance
The Property Advisor’s Berlin-based team
undertakes regular, systematic site inspections
across the Condominium Sales Pool to monitor
building condition, presentation standards and
operational readiness. This on-the-ground
oversight enables early identification of
maintenance, compliance or presentation
issues, with remediation coordinated across
contractors, property managers and owners’
associations as WEG governance becomes
progressively more complex.
For properties within the condominium sales
programme, the Property Advisor manages
WEG governance on the Company’s behalf
as majority owner, in accordance with
Board-approved governance arrangements.
This includes representation at owners’
assemblies, oversight of Hausgeld budgets,
supervision of property managers and
coordination of decision-making across
multiple stakeholder groups. As third-party
ownership increases through individual unit
sales, governance complexity rises materially,
requiring active management to ensure service
continuity, compliance with WEG requirements
and the orderly progression of sales.
This governance workstream will become
increasingly critical as unit ownership
fragments, with consistent representation,
documentation discipline and continuity
of building-level decision-making being
required over an extended period. The Board
considers the integrity and continuity of this
on-the-ground governance function to be
fundamental to protecting service quality,
maintaining saleability and managing execution
risk during the realisation programme.
2025 condominium sales outcome
Condominium sales outperformed the
Company’s original target in 2025, with
notarisations exceeding the €30m level
communicated at the start of the year.
The Company notarised 122 units for
€36.0m (2024: €9.4m), representing a
20% outperformance versus plan.
Sales pricing remained resilient during the
year. Achieved transaction pricing continues
to support the latest balance sheet valuations
prepared by JLL, the Company’s independent
valuer, taking account of the mix of vacant and
occupied sales. The average notarised price
of €4,132 per sqm equates to a 4.1% premium
to their most recently obtained property
valuation. Vacant units achieved an average
price of €4,585 per sqm, an 18.6% premium
to carrying values, while occupied units
achieved €3,909 per sqm, representing
a 2.8% discount to carrying values.
Sales mix
In 2025, the ratio of vacant to total
notarisations was 33.6%, below the expected
long-run range of 40–50%. This reflected
the initial programme-wide offering of units
to existing tenants. Existing tenant demand
is expected to moderate in 2026 as priority
purchase windows expire, partially offset by
new tenant demand from Tranche 5. As at
31 December 2025, 114 vacant units were
available for sale, representing 13.2% of active
sales pool stock.
Positive start to 2026
Since the financial year end, a further 56 units
have been notarised, with a combined sales
price of €16.5m. A further 35 units (€10.3m) have
been reserved and are pending notarisation.
With further units from Tranche 5 expected to
be added to the market during H1 2026, the
Company enters the year with a strong pipeline,
with sales pacing remaining subject to market
conditions and pricing outcomes.
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Strategic Report
2025 condominium notarisations and reservations
Notarisation period/status Units
Sales value
(€m)
Price per sqm
(€)
Premium/
discount to
Portfolio carry
value
1,2
Premium/
discount to
asset carry
value
1,3
Vacant notarisations
Notarised Q1 2025 6 2.2 5,504 51.6% 26.0%
Notarised Q2 2025 10 2.8 4,731 30.3% 21.3%
Notarised Q3 2025 10 2.9 4,031 10.4% 13.0%
Notarised Q4 2025 15 5.3 4,539 24.3% 17.5%
Total vacant notarisations 2025 41 13.2 4,585 25.8% 18.6%
Notarised Q1 2026 17 5.7 4,332 17. 3% 13.8%
Notarised Q2 2026 to date 7 2.6 5,296 43.5% 13.1%
Total vacant notarisations 2026 to date 24 8.3 4,594 24.4% 13.6%
Occupied notarisations
Notarised Q1 2025 17 4.3 3,493 (3.8%) (8.0%)
Notarised Q2 2025 18 5.3 3,819 5.2% (8.1%)
Notarised Q3 2025 27 7.0 3,972 8.7% 1.7%
Notarised Q4 2025 19 6.1 4,270 16.9% 1.0%
Total occupied notarisations 2025 81 22.8 3,909 7. 3% (2.8%)
Notarised Q1 2026 25 6.5 4,225 14.4% (4.0%)
Notarised Q2 2026 to date 7 1.7 4,493 21.7% (4.5%)
Total occupied notarisations 2026 to date 32 8.3 4,278 15.9% (4.1%)
Total notarisations (vacant and occupied) 2025 122 36.0 4,132 13.4% 4.1%
Total notarisations (vacant and occupied) 2026 to date 56 16.5 4,431 20.1% 4.0%
Total outstanding reservations 35 10.3 4,505 22.0% 3.9%
Total reservations and notarisations 2026 to date 91 26.8 4,459 20.8% 4.0%
1 Carry value is determined using the most recent JLL valuation per sqm. For notarisations completed before 30 June 2025, the applicable valuation is as at December 2024.
For notarisations completed on or after 30 June 2025, the applicable valuation is as at 30 June 2025.
2 The Portfolio carry value is the average valuation per sqm across all assets within the Company’s Portfolio.
3 The asset carry value refers to the JLL valuation of the specific properties associated with units being notarised during the period.
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Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Portfolio valuation
Report of the Property Advisor continued
The Berlin residential market demonstrated
early signs of valuation stabilisation in 2025,
following a prolonged period of valuation
correction across German residential
real estate.
increased by 3.1% during the year. This uplift is
consistent with achieved transaction pricing
during the year.
PRS Portfolio: Like-for-like increase
of 0.8%
As at 31 December 2025, the PRS Portfolio (33
properties, 1,190 units) was valued at €269.1m,
with an average value of €3,288 per sqm. On
a like-for-like basis, the value per sqm of these
properties increased by 0.8% during the year,
marking the first annual valuation increase
since the market downturn began in 2022.
While PRS values remain below peak levels,
this stabilisation should help reduce downside
risk as the Company progresses with its
realisation programme.
JLL valuation summary
Total Portfolio Condominium Sales Portfolio PRS Portfolio
2025 2024 2025 2024 2025 2024
Properties 73 74 40 16 33 58
Total units 2,081 2,161 891 366 1,190 1,795
Total sqm (’000) 146.5 152.2 64.7 29.0 81.9 123.2
Valuation (€m) 540.1 552.8 271.0 110.8 269.1 442.0
Value per sqm (€) 3,686 3,633 4,191 3,820 3,288 3,589
Like-for-like growth per sqm (YoY) 1.5% 0.8% 3.1% 10.6% 0.8% (1.4%)
Strategic context
The valuation outcomes in 2025 reinforce
the Company’s strategic focus on individual
condominium sales as the primary route
to value realisation. The persistent pricing
differential between condominium values
and PRS portfolio valuations continues to
underpin the managed Portfolio realisation
strategy, while stabilisation across the wider
Portfolio should help reduce downside risk as
execution progresses.
As the sales programme progresses, valuation
outcomes are expected to be increasingly
driven by realised transaction evidence,
rather than external assessments or
capital-market sentiment.
Condominium values continue to command
a significant premium over PRS values. This
pricing differential, which has remained evident
across market cycles, reflects owner-occupier
demand, the scarcity of legally divided stock
and the structural premium achievable through
individual apartment sales.
Total Portfolio: Like-for-like increase
of 1.5%
As at 31 December 2025, the total Portfolio
value was €540.1m, with an average value of
€3,686 per sqm and a gross fully occupied
yield of 3.6%. On a like-for-like basis (adjusted
for disposals), the Portfolio value increased by
1.5% during the year, representing the second
consecutive year of like-for-like valuation
growth since 2022.
Condominium Portfolio: Like-for-like
increase of 3.1%
As at 31 December 2025, the Condominium
Portfolio (40 properties, 891 units) was valued
at €271.0m (€4,191 per sqm). On a like-for-like
basis, the value per sqm of these properties
While investor demand in the PRS segment
remains subdued, PRS valuations have now
stabilised. This indicates that the cyclical
correction experienced in recent years has
moderated, notwithstanding continued
macroeconomic and geopolitical uncertainty.
23
Directors’ Report Financial Statements
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Strategic Report
2025 financial results
Overview
The 2025 financial year represents the first
full year of implementation of the Company’s
managed Portfolio realisation strategy,
approved by shareholders on 12 March 2025.
The year was characterised by a shift from
planning to delivery, including accelerated
condominium sales, the completion of
a comprehensive refinancing and the
establishment of a framework for capital
returns to shareholders.
The financial statements reflect a business in
transition rather than a steady-state operating
profile. Portfolio disposals and condominium
sales reduced the scale of the rental business
during the year, while capital expenditure
increased as properties were prepared for
individual unit sales. Administrative costs
were elevated by professional fees associated
with the execution of the strategy, including
obtaining shareholder approvals and the
Financial highlights
€ million (unless otherwise stated)
Year to
31 December
2025
Year to
31 December
2024
Gross rental income 22.7 28.1
Property expenses (15.3) (15.8)
Administrative expenses (3.3) (3.8)
Investment property fair value loss (2.3) (5.4)
Loss on disposals (2.9) (3.2)
Operating loss (1.1) (0.05)
Reported EPS (€) (0.07) (0.42)
Investment property value 540.1 552.8
Net debt
1
222.0 223.1
Net LTV (%) 41.0 40.3
IFRS NAV per share (€) 2.94 3.01
IFRS NAV per share (£)
2
2.56 2.49
EPRA NTA per share (€)
3
3.40 3.55
EPRA NTA per share (£)
2
2.97 2.93
Euro IFRS NAV per share total return for the period (%)
4
(2.3) (12.2)
Sterling IFRS NAV per share total return for the period (%)
2,4
(3.1) (16.2)
Euro EPRA NTA per share total return for the period (%)
4
(4.2) (10.4)
Sterling EPRA NTA per share total return for the period (%)
2,4
(1.1) (14.6)
1 Net debt is calculated using nominal loan balances rather than the loan balances on the Consolidated Statement of Financial Position, which include capitalised finance
arrangement fees.
2 IFRS NAV per share and EPRA net tangible assets (NTA) per share in Sterling are calculated using the GBP/EUR exchange rate of 1:1.146416 as at 31 December 2025
(31 December 2024: 1:1.2097).
3 EPRA NTA is calculated in accordance with the EPRA Best Practice Recommendations. Further details of the EPRA NTA calculation are set out in the notes to the consolidated
financial statements.
4 IFRS NAV per share total return and EPRA NTA per share total return, in Euro and Sterling, represent the movement in the relevant net asset value per share during the period,
adjusted for any capital returns made to shareholders, expressed as a percentage of opening net asset value per share. Sterling returns use the applicable GBP/EUR exchange rates.
refinancing. These items relate to discrete
actions undertaken during the year and are
not indicative of the ongoing cost base.
Asset-level performance was resilient. The
Portfolio recorded its second consecutive
year of like-for-like valuation growth, and
condominium sales exceeded the Company’s
full-year target.
As the realisation programme progresses,
the Board and the Property Advisor will
remain focused on ensuring that the cost base
reduces as the Portfolio contracts. Enhanced
disclosure has been provided in this report to
explain the structure, drivers and expected
reduction of property-level and administrative
costs as assets are sold, and to provide
shareholders with clearer visibility on cost
trajectories over the wind-down period.
24
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Revenue for the year was €22.7m (2024:
€28.1m), reflecting the planned contraction of
the rental portfolio as assets were disposed of
and units were sold through the accelerated
condominium sales programme. As units are
not re-let but instead sold as condominiums,
rental income received is also reduced.
Property expenses were €15.3m (2024: €15.8m)
and administrative expenses reduced to €3.3m
(2024: €3.8m), reflecting the declining scale
of the Portfolio and the absence of certain
elevated costs incurred in the prior year.
The Company recorded an investment
property fair value loss of €2.3m (2024: €5.4m
loss) and losses on disposals of €2.9m (2024:
€3.2m), reflecting valuation movements and
the crystallisation of costs associated with
asset sales during the year. Taken together,
these items resulted in an operating loss of
€1.1m (2024: operating loss of €0.05m) and
reported EPS of €(0.07) (2024: €(0.42)).
IFRS NAV per share at the period end was
€2.94/£2.56 (2024: €3.01/£2.49). EPRA NTA
per share at the period end were €3.40/£2.97
(2024: €3.55/£2.93).
IFRS NAV and EPRA NTA provide distinct
perspectives on value.
IFRS NAV reflects the Group’s net asset value
under IFRS, including disposal-related costs,
financing effects and tax items to the extent
these have crystallised (or are required to
be recognised) at the reporting date. As the
Company executes its managed Portfolio
realisation strategy and sales complete, these
costs and liabilities become realised rather than
estimated, and IFRS NAV is therefore expected
to become increasingly representative of the
value ultimately returned to shareholders.
Shareholder returns are expected to be made
from net sale proceeds rather than gross
disposal values. Net proceeds represent the
cash available for distribution after deductions
for costs of executing sales and managing the
wind-down, including broker fees and other
disposal costs, repayment of debt and any
crystallised tax charges. As these items are
incurred and recognised through execution,
IFRS NAV progressively reflects the resulting
cash movements and the settlement (or
recognition) of related liabilities.
Financial summary
Report of the Property Advisor continued
Rental and service charge income
€ million
Year to
31 December
2025
Year to
31 December
2024
Rental income (net cold rent) 16.8 21.4
Service charge income 5.9 6.8
Gross rental income 22.7 28.1
EPRA NTA, calculated in accordance with
the EPRA Best Practice Recommendations,
provides an industry standard measure of
underlying asset backing. The Board recognises
that EPRA NTA is a widely understood metric
and may remain useful for comparability with
other listed real estate companies, particularly
for international investors, even as the
Company progresses through its managed
Portfolio realisation strategy.
As the sell down of the Portfolio advances,
the Board expects IFRS NAV and EPRA
NTA to converge over time. This reflects
the progressive realisation of assets, the
crystallisation of disposal-related costs and
taxes, and the simplification of the balance
sheet as assets are sold and debt is repaid. As
these effects unwind through execution, the
distinction between a hold-based valuation
framework and a realisation-based net value
measure is expected to narrow.
Movements in IFRS NAV per share and
EPRA NTA per share during the year, and the
resulting total returns, were driven primarily by
reported results, valuation movements, asset
disposals and changes in capital structure, as
set out in the financial statements.
Gross rental income for the 12 months to
31 December 2025 was €22.7m, a decline
from €28.1m in 2024, reflecting three
principal factors.
First, the sale of 16 properties (385 units) in
December 2024 permanently removed their
rental contribution from the income statement
in 2025. Secondly, 122 units were notarised
during the year as part of the accelerated
condominium sales programme, reducing
the number of rent-generating units within the
Portfolio. Thirdly, reported vacancy increased
as units were intentionally held vacant to
facilitate refurbishment and sale launch
sequencing ahead of individual unit sales.
These reductions are an expected and
intentional consequence of the managed
Portfolio realisation strategy. Units generating
modest annual net rental income are being
sold for prices that represent a significant
multiple of that income, crystallising substantial
accumulated value in a single transaction.
As a result, the reduction in rental income
is accompanied by materially higher capital
realisation on a risk-adjusted basis.
Rental income
Service charge income for the year was €5.9m
(2024: €6.8m) and represents recovery from
tenants of statutory service costs advanced
by the Company and settled through the
annual reconciliation. These costs include
heating, water, waste disposal, cleaning, lift
maintenance and building insurance. Service
charge income and direct property expenses
are therefore closely correlated in aggregate,
with service charge income representing, in
substance, the recovery of direct property-
level operating costs.
Accordingly, service charge income is largely
neutral in economic terms, with the net
position reflecting only non-recoverable
elements, principally in relation to vacant
apartments. Both service charge income
and the associated cost base are therefore
expected to decline broadly in parallel as the
Portfolio contracts.
25
Directors’ Report Financial Statements
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Strategic Report
On an annualised basis, contracted net rental
income at 31 December 2025 was €16.8m,
a decline of 6.7% versus the prior year. This
reflected the reduced number of units
available for rent following condominium
sales and a lower number of new leases
signed during the year.
As at 31 December 2025, net cold rent
increased to an average of €10.8 per sqm,
up from €10.7 per sqm the previous year. On
a like-for-like basis, rental income per sqm
grew by 0.8%, compared with 1.6% in 2024.
This moderation reflects the Company’s
strategic emphasis on selling vacant units
rather than re-letting, which in turn prioritises
capital expenditure on sales preparation over
investment into PRS properties.
Other factors include a higher incidence of
tenant rental challenges and the termination
of a large lease to a municipal authority in
advance of redevelopment planning and
sale. The terminated lease related to the
Company’s Jühnsdorfer Weg asset, where
the building was previously operated under
a single letting arrangement for temporary
accommodation. Termination enabled
the Company to progress redevelopment
planning and reposition the asset for sale
but reduces contracted rental income
during the transition period.
The new Mietspiegel, which will provide
a mechanism to increase in-place rents
for qualifying tenants, is expected to be
announced in 2026.
Residential reversionary re-letting
premium
Market rents remain at record levels. New
lettings across the Portfolio during the year
were signed at an average premium of 27.5%
to passing rents (2024: 25.8%), equivalent
to €14.0 per sqm (2024: €13.8 per sqm).
For residential units only, new lettings were
signed at an average premium of 29.9%
(2024: 31.0%), also equivalent to €14.0
per sqm (2024: €13.9 per sqm).
During the year to 31 December 2025,
112 new leases were signed (2024: 146),
representing a letting rate of approximately
9.8% of occupied units (2024: 8.5%).
Vacancy
Vacancy is disclosed and primarily monitored
on an IFRS basis, reflecting all units that are not
income-producing at the period end. Reported
vacancy therefore includes apartments that are
vacant due to undergoing refurbishment, or in
the process of being sold as condominiums.
As at 31 December 2025, reported IFRS
vacancy was 11.8% (2024: 8.0%). The
increase primarily reflects the impact of the
condominium sales programme, including
void periods required for refurbishment and
compliance works, rather than any weakening
in underlying rental demand.
For comparability with industry reporting, the
Company also discloses EPRA vacancy, which
adjusts for certain categories, including units
undergoing development or refurbishment and
units held for vacant sale as condominiums.
EPRA vacancy was 4.1% at 31 December 2025
(2024: 1.5%).
The increase in EPRA vacancy reflects a higher
number of vacant, marketable units at the
period end, rising from 18 units in December
2024 to 35 units in December 2025. The
principal driver was the Jühnsdorfer Weg
asset, which saw greater unit churn, with 14
vacant units contributing to EPRA vacancy at
December 2025, compared with 4 units at
December 2024.
While EPRA vacancy is disclosed for industry
comparability, the Board’s focus in the context
of the managed Portfolio realisation strategy
remains on controlling the absolute level
and duration of vacancy and associated void
costs, while progressing sales execution in an
orderly and value-led manner.
Annualised rental income and vacancy
31 December
2025
31 December
2024
Total sqm (’000) 146.5 152.2
Annualised net rental income (€m) 16.8 18.0
Net cold rent per sqm (€) 10.8 10.7
Like-for-like rent per sqm growth (%) 0.8 1.6
Vacancy (%) 11.8 8.0
EPRA vacancy (%) 4.1 1.5
26
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Report of the Property Advisor continued
Property-level and administrative costs
Administrative expenses
Summary of total costs
€’000 2025 2024
Administrative expenses 3,318 3,811
Property expenses 15,348 15,755
Total costs 18,666 19,566
Administrative expenses
€’000 2025 2024
Secretarial and administration fees 760 689
Legal and professional fees 1,926 2,044
Directors’ fees 256 272
Bank charges 33 26
Profit/(loss) on foreign exchange (9) 22
Depreciation 30 55
Other administrative expenses 413 797
Other income (91) (94)
Total administrative expenses 3,318 3,811
Overview and approach to cost
comparability
Total property-level and administrative costs
were €18.7m in 2025 (2024: €19.6m). These
costs reflect the operational requirements of
managing a sizeable, predominantly tenanted
Berlin residential portfolio while executing
an accelerated condominium realisation
programme. Year-on-year comparability
is affected by two factors that limit the
usefulness of simple headline comparisons:
• non-recurring execution and governance
costs, incurred in connection with discrete
corporate and portfolio actions; and
• limited reallocations of costs between
expense categories, undertaken to
improve economic attribution as
execution activity increased.
The reallocation of costs between categories
does not affect total costs, profit or cash
flow, but it does affect presentation between
administrative and property-level expense
lines and therefore warrants explanation.
Non-recurring execution and governance
costs, by contrast, reflect discrete activity
undertaken in each period and these do
impact reported costs in those years.
Accordingly, this section explains how non-
recurring items and classification movements
affect period-on-period comparability, before
setting out how the underlying administrative
and property-level cost base behaves as the
Portfolio contracts. Further detail on cost
drivers and elimination dynamics is provided
in the sections that follow.
Administrative expenses were €3.3m in 2025
(2024: €3.8m), as reported in the consolidated
income statement. In both years, reported
administrative costs were influenced by
non-recurring execution and governance
activity associated with discrete corporate and
portfolio actions undertaken as the Company
transitioned from a long-term hold strategy to
an active managed Portfolio realisation strategy.
Simple year-on-year comparison of reported
administrative expenses is therefore of limited
interpretive value. To assist comparability,
the table below presents an illustrative
normalisation of administrative expenses,
removing only clearly identifiable non-
recurring execution and governance items.
This analysis is provided for explanatory
purposes only and does not represent a
forecast or guidance on future costs.
27
Directors’ Report Financial Statements
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Strategic Report
Property-level expense composition
Property-level expense composition
Cost category
Year to
31 December
2025
(€’000)
Year to
31 December
2024
(€’000)
Direct property expenses (excl. WEG) 6,432 5,835
WEG contributions 1,064 364
Repairs and maintenance 1,411 1,957
Property Advisor fee 4,276 4,315
Property management expenses 1,043 1,306
Impairment – trade receivables 121 1,178
Other property operating expenses 1,001 800
Total property expenses 15,348 15,755
In 2025, non-recurring administrative costs
primarily related to residual transaction and
advisory activity, shareholder approvals at
the AGM and EGM, and discrete professional
advice associated with execution. In 2024,
non-recurring costs were predominantly
driven by transaction and advisory activity
associated with portfolio disposals. These
items are episodic in nature and are not
expected to recur on a comparable scale.
Separately from the normalisation above,
the Company refined its cost classification
approach to ensure expenses are reported in
the category that best reflects their underlying
economic driver.
Certain property-specific legal, valuation
and advisory costs were reclassified from
administrative expenses into property-level
expenses. These reclassifications were made
in the current year only and the equivalent for
2024 is included in the cost bridge above.
Following a peer group review, the revised
presentation more closely aligns the
Company’s cost categories with market
practice, improving transparency and
comparability for investors.
Movements in provisions against tenant
payments of €(0.4)m in 2025 and €(0.8)m in
2024 are recognised within administrative
expenses under IFRS presentation but relate to
property-level credit and tenancy risk, rather
than to central corporate governance or
overheads. These provision movements arise
from tenant arrears and rent reduction claims,
are economically linked to the operation of
the rental portfolio and would be treated as
property-level costs under EPRA reporting,
which classifies expenses by underlying
property economics rather than IFRS functional
presentation. Such provision movements
are inherently variable between periods and
are therefore not treated as non-recurring
items for the purposes of period-on-period
comparability.
Overview
Property-level expenses were €15.3m in 2025
(2024: €15.8m), reflecting the operational
requirements of managing a predominantly
tenanted Berlin residential portfolio while
executing the accelerated condominium
realisation programme.
As the Portfolio contracts through disposals,
the property-level cost base will reduce and
ultimately fully extinguish on completion
of the sell down. Movements between
categories primarily reflect changes in
ownership structure, execution activity
and classification, rather than increases
in the underlying economic cost base.
Direct property expenses
(excluding WEG)
Direct property expenses comprise
service charges relating to shared building
infrastructure, including cleaning, heating,
water, waste disposal, building insurance
and property taxes. In line with standard
German residential leasing practice, the
Normalisation of administrative expenses (2025 versus 2024)
€’000 2025 2024 Commentary
Reported administrative expenses 3,318 3,811 As reported in the income statement
Less: non-recurring execution and governance costs: Discrete corporate actions
Portfolio sale legal and advisory fees (273) (98) Transaction-related execution activity
EGM/AGM and governance costs (94) – Shareholder approval activity
Other non-recurring advisory (Mourant, ESG) (17) – Discrete professional advice
Total non-recurring adjustments (384) (98)
Costs belonging to property expenses – (347) Amounts paid from central bank accounts
Movement in provisions against rental collection (413) (797) Allocated to administrative costs under IFRS
Indicative normalised administrative cost base 2,521 2,569 Directional, not a forecast
Note: The normalisation removes only discrete execution and governance items and does not adjust for recurring operating risks, IFRS provisioning mechanics or changes in
Portfolio scale.
substantial majority of these costs are
recoverable from tenants through the annual
Betriebskostenabrechnung. The Company’s
net economic exposure is therefore limited to
void periods and prescribed non-recoverable
elements.
Direct property expenses declined year-on-
year, reflecting the reduction in tenanted
units following Portfolio disposals and
condominium sales. Once a unit is sold, the
Company ceases to act as landlord and has no
residual exposure. There is no building-level
cost tail once a building is fully disposed of.
28
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Report of the Property Advisor continued
WEG contributions, and repairs
and maintenance
WEG contributions and repairs and
maintenance describe the same underlying
communal maintenance activity as buildings
transition from single ownership into
condominium ownership structures.
WEG contributions increased
materially in 2025 as additional
buildings entered condominium
ownership structures. This reflects the
establishment of owners’ associations
(Wohnungseigentümergemeinschaften) and
the migration of communal responsibilities
into condominium governance structures.
A significant portion of the increase reflects
the reclassification of maintenance costs from
repairs and maintenance into Hausgeld, rather
than an increase in the underlying economic
cost base. Approximately 60% of Hausgeld
charges are recoverable from tenants.
WEG contributions are transactional and
activity driven. While elevated during periods
of active sell down and condominium
formation, they reduce strictly in proportion
to the Company’s ownership share and
extinguish entirely on full sale of each building.
Repairs and maintenance costs declined
year-on-year due to (i) reclassification of
communal costs into WEG structures and (ii)
the reduction in the Company’s ownership
share as units are sold. On sale of the final unit
in a building, all repairs and maintenance costs
for that building cease entirely.
Together, these effects result in a structurally
declining repairs and maintenance cost
base alongside a temporary increase in WEG
contributions during the condominium
formation phase.
Property Advisor fee
Fees payable to the Property Advisor in
respect of ongoing management and
execution services are capped at €4.3m.
The cap covers annual management fees
and capital expenditure monitoring fees
incurred over the life of the realisation
programme. Fees reduce progressively as the
Portfolio is realised through asset disposals
and mandatory share redemptions, with no
fixed minimum or time-based continuation.
Property-level expense composition continued
The capped fee supports the operating
capability required to execute the multi-
asset managed Portfolio realisation strategy,
spanning both the active condominium sales
programme and the ongoing management
and subsequent disposal of the retained PRS
Portfolio. This includes integrated oversight
of legal preparation, tenant processes, sales
sequencing, broker coordination, regulatory
compliance and on-the-ground execution.
Transaction-related fees are treated separately.
Property management expenses
Property management expenses comprise
fees paid to the external property manager
(Core Immobilien) for day-to-day portfolio
management, including tenant administration,
rent collection, leasing activity and maintenance
coordination.
These costs declined year-on-year, reflecting
the reduction in units under management.
While per unit activity may be temporarily
elevated during the active sales phase, this
reflects execution timing rather than structural
persistence. Property management fees
extinguish entirely on final disposal of
each building.
Impairment – trade receivables
The impairment charge reflects provisions
for tenant rent arrears and Mietminderung
claims. The charge declined year-on-year
as the number of active tenancies reduced.
Absolute exposure declines mechanically
as the rental Portfolio contracts and ceases
entirely on unit sale.
Other property operating expenses
Other property operating expenses comprise
residual property-level costs, including legal
and court costs, letting fees, valuation costs,
EPCs, ESG expenditure, regulatory filings and
certain WEG-related costs.
These costs increased year-on-year, reflecting
elevated transactional and execution
activity associated with the accelerated
condominium sales programme and
increased WEG formation. They are activity-
driven rather than structural and are expected
to decline as execution activity reduces and
the disposal programme completes.
29
Directors’ Report Financial Statements
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Strategic Report
Property-level cost drivers and elimination
Cost category Primary driver Recoverability Structural linkage Point of elimination
Direct property expenses Tenanted unit count Substantially recoverable Unit linked Unit sale/building sale
Property Advisor fee Net asset value Not recoverable
Contractual % of NAV
or capital expenditure NAV extinguished
Repairs and maintenance Ownership share Not recoverable Ownership linked Building fully sold
Property management Units under management Not recoverable Unit linked Building fully sold
Impairment Active tenancies Not recoverable Tenancy linked Unit sale
Other property costs Transaction activity Not recoverable Activity driven Sell down complete
Property cost classification and
elimination timing
Property-level costs are directly related to the
Portfolio size and therefore will reduce in line
with the disposal programme.
There are no embedded tail costs or
continuing contractual obligations beyond
these points. While timing may exhibit short-
term operational lags or volatility, the structure
of the cost base supports a complete unwind
to zero property-level operating costs on full
realisation of the Portfolio.
Capital expenditure by category
Capital expenditure category (€m)
FY
2025
FY
2024
Like-for-like Portfolio 11.4 4.5
Development/held-for-sale 0.4 0.5
Other (incl. capital expenditure monitoring fees) 0.8 0.2
Total capital expenditure 12.6 5.2
Routine maintenance 1.4 2.0
Notes: Like-for-like Portfolio capital expenditure relates to capitalised investment in properties held throughout the
period, excluding acquisitions, disposals and routine maintenance. FY 2025 capital expenditure of €12.6m reconciles
to the investment property note and largely reflects capitalised preparation works for the accelerated condominium
sales programme. Routine maintenance is expensed through the income statement and shown separately.
Capital expenditure relates primarily to
capitalised preparation costs incurred to
ready properties for individual condominium
sales. These works include legal structuring,
technical preparation, compliance works
and related project management and are
capitalised where they enhance saleability
and value realisation.
Importantly, the activities driving the elevated
FY 2025 capital spend of €12.6m are finite
and execution-specific. The majority of
this expenditure relates to the front-loaded
preparation of four condominium tranches
that were brought into the active sales pool
during the year. With these preparatory works
now substantially complete, the principal
drivers of FY 2025 capital expenditure have
been removed.
Capital expenditure in 2026 and
later years
A further tranche of properties is expected
to enter the Condominium Sales Pool
during H1 2026, which will require additional
preparatory investment. However, this relates
to a smaller, discrete programme and does
not replicate the scale or scope of the FY 2025
preparation phase.
Capital expenditure
The scope, timing and quantum of future
capital expenditure are therefore linked to
defined properties and specific preparatory
activities, rather than to an ongoing or
open ended investment programme. As a
result, capital expenditure is expected to
fall materially from FY 2025 levels as the
sales programme matures. As a growing
proportion of the Portfolio is sold, preparatory
requirements reduce materially as initial
sales tranches complete, while free cash
flow generation strengthens progressively as
capital intensity declines and sale proceeds
are realised.
30
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Report of the Property Advisor continued
Tax
The Company’s tax position reflects the
transition to a managed Portfolio realisation
strategy and the progressive monetisation of
its German residential assets. Tax outcomes
are sensitive to the timing, structure and
sequencing of disposals and are managed
as an integral component of the Board’s
execution and capital allocation framework.
As the Portfolio is sold down, the Company
expects to incur cash tax charges on disposals
and related profit realisation. The level of cash
tax payable will depend on the historical tax
base of individual assets and the structure of
each sale and may be material in certain cases,
particularly where assets have a low tax base.
As at 31 December 2025, the Company
recognised a deferred tax liability of €46.4m
(31 December 2024: €53.9m), primarily in
respect of temporary differences arising from
the revaluation of investment property and
derivatives. To the extent that recovery of
tax losses is considered probable and offset
is permitted, they are offset against taxable
temporary differences in determining the
net deferred tax liability, rather than being
recognised as a separate deferred tax asset.
The Group has accumulated tax losses
of approximately €77m (2024: €59m) in
Germany. These losses principally comprise
carried-forward tax losses generated by
the German operations and are available
to be utilised against future taxable profits
in Germany, including profits arising on the
realisation of the Portfolio (to the extent
such profits are taxable in the relevant entity).
Utilisation is subject to the availability of
suitable taxable profits and any applicable
restrictions under German tax law (for
example, limitations on the amount of
losses that can be offset in a given year,
and restrictions that may apply following
changes in ownership or business activity).
The Board keeps the recoverability of tax
attributes under review, applying prudent
assumptions based on expected future taxable
profits, anticipated disposal timing and the
planned sequencing of realisations. In doing
so, the Board seeks to preserve and maximise
the economic value available to shareholders
from the Company’s tax attributes.
The deferred tax liability is calculated by
applying the rate of German Corporation Tax
expected to be in effect at the time of each
anticipated disposal, including the applicable
solidarity surcharge. Under legislation enacted
in Germany, the Corporation Tax base rate
is scheduled to decline from 15% to 10%
between 2028 and 2032, in increments of 1%
per annum. Including the solidarity surcharge,
the effective Corporation Tax rate applied to
expected disposal gains therefore ranges from
approximately 15.8% for disposals expected
in 2026 and 2027 to approximately 12.7%
for disposals expected from 2030 onwards.
The deferred tax liability recognised at
31 December 2025 reflects these rates
applied to the Company’s expected disposal
timetable under the current managed
Portfolio realisation strategy.
The deferred tax liability is, therefore, inherently
sensitive to the timing of disposals. Properties
sold earlier in the programme will crystallise
tax at higher rates; properties sold later will
benefit from progressively lower rates as
the scheduled reductions take effect. The
Board factors this dynamic into its disposal
sequencing and capital allocation decisions
as part of the overall realisation framework,
balancing tax efficiency against execution
discipline, market conditions and the orderly
return of capital to shareholders. The deferred
tax liability should therefore be understood as
a current best estimate based on the expected
disposal timetable, rather than a fixed or certain
obligation, and will be reassessed at each
reporting date as the programme progresses.
Capital expenditure, debt and gearing
Overview
In November 2025, the Company completed a
comprehensive refinancing that de-risked the
balance sheet and aligned the capital structure
with the requirements of the managed Portfolio
realisation strategy. This represented a structural
reset of the Company’s financing arrangements,
designed to remove execution constraints and
refinancing risk over the life of the programme.
Prior to the refinancing, the Company operated
under a multi-lender structure with debt
maturing in Q4 2026. Although all covenants
were met, the facilities imposed a number of
practical constraints that limited execution
optionality, including:
• operational limits on the number of
condominium sales that could be
progressed concurrently;
• restrictions on shareholder distributions
below specified debt yield thresholds; and
• increasing refinancing risk as maturity
approached.
Debt refinancing risk mitigation
Risk prior to refinancing Status post-refinancing
Near-term refinancing risk (Q4 2026 maturity) Removed: Maturity extended to Q4 2030
Reliance on capital markets during execution Removed: No refinancing required during sales
programme
Multi-lender complexity and coordination risk Removed: Single lender facility
Annual amortisation constraining cash flows Removed: Interest-only structure
Condominium sales capped by debt terms Materially mitigated: Higher sales capacity
Dividend distributions blocked by debt yield tests Removed: No distribution restriction
Mandatory prepayments limiting capital flexibility Materially mitigated: Mandatory prepayments
on disposals have been materially reduced,
improving flexibility over capital allocation
Covenant pressure during execution phase Mitigated: Conservative LTV (~40%) and simple
interest coverage ratio (ICR) test
Exposure to rising interest rates Mitigated: ≥80% hedged, 5-year cap at 2.0%
Balance sheet risk gating strategy delivery Removed: Capital structure aligned to realisation
Note: The Company utilises interest rate derivatives to manage its exposure to interest rate fluctuations on an
economic basis. These arrangements are not designated as hedging instruments under IFRS 9 and therefore hedge
accounting is not applied. Changes in the fair value of these derivatives are recognised in the Consolidated Statement
of Comprehensive Income.
31
Directors’ Report Financial Statements
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Strategic Report
These constraints introduced uncertainty
around execution pacing, capital allocation and
the timing of cash returns. On 26 November
2025, all existing borrowings were refinanced
into a single, long-dated facility arranged by
Natixis Pfandbriefbank AG (‘Natixis’), materially
simplifying the capital structure and reducing
balance sheet-related risks. In practical terms,
the Company’s strategy is no longer dependent
on refinancing, lender consent or capital
markets access. Shareholder distributions are
not conditional on covenant resets or external
funding events. Accordingly, balance sheet
considerations are no longer expected to be
a key driver of returns. Value realisation is
instead governed by asset disposal execution,
pricing discipline and sales timing, consistent
with the Board’s stated focus on orderly,
value led delivery of the realisation managed
Portfolio strategy.
Borrowings and gearing
As at 31 December 2025, the Company had
gross borrowings of €256.0m (31 December
2024: €269.6m) and cash balances of €34.0m
(31 December 2024: €46.5m), resulting in net
debt of €222.0m (31 December 2024: €223.1m).
Whilst €36.0m of condominiums were
notarised during 2025, the modest reduction
in net debt during the period reflects the timing
difference between notarisation and cash
receipt. Additionally, disposal proceeds were
utilised to fund capital expenditure, refinancing
costs and finance costs.
Net LTV on the Portfolio was 41.0%
(31 December 2024: 40.3%), reflecting a
conservative leverage position following
completion of the November 2025 refinancing.
The net reduction in gross debt during
the year was driven by a combination of
mandatory prepayments from condominium
sale proceeds and an increase in borrowings
from the refinancing in November to cover
the remaining capital expenditure needs.
The refinancing also materially extended the
debt maturity profile, increasing the average
remaining duration of borrowings to 4.9 years
(31 December 2024: 1.8 years).
Interest rate hedging
The Company continues to hedge not less
than 80% of its outstanding debt against interest
rate movements. Under the previous facilities,
hedging was achieved through multiple interest
rate swaps, resulting in a blended interest rate of
2.8% as at 30 June 2025.
In connection with the refinancing, the legacy
hedging structure was simplified and replaced
with a single five-year amortising interest rate
cap at 2.0%. The mark-to-market value of
existing Natixis swaps was used to partially offset
the premium cost of approximately €3.5m. As at
31 December 2025, the blended interest rate on
the Company’s borrowings was 4.17%.
Covenant compliance
The Company complied with all debt covenants
throughout the year. Under the new facility, the
only hard covenant is a minimum ICR of 1.2x,
which was met throughout the period.
The ICR is calculated in accordance with the
facility agreement using an agreed cash-
adjusted methodology that differs from IFRS
presentation. The calculation is based on rental
income and operating costs as defined in the
facility agreement and excludes non-cash
Borrowings and gearing
31 December
2025
31 December
2024
Gross borrowings (€m) 256.0 269.6
Cash balances (€m) 34.0 46.5
Net borrowings (€m) 222.0 223.1
Net LTV (%) 41.0 40.3
Average remaining duration (years) 4.9 1.8
Notes: Net LTV uses nominal loan balances rather than the loan balances on the Consolidated Statement of Financial
Position, which include capitalised finance arrangement fees. Average remaining duration represents the weighted
average maturity of drawn borrowings.
items recognised under IFRS, including fair
value movements on investment property
(€5.8m loss in 2025), fair value changes on
derivatives (€1.9m loss in 2025) and non-
recurring refinancing costs. On this basis, the
Company remained in compliance with the
ICR covenant throughout the period.
Soft covenants include LTV and debt yield
tests that adjust over the life of the facility and
are aligned with the Company’s progressive
deleveraging trajectory as condominium sales
proceed. As at 31 December 2025, the Company
complied with all covenant requirements.
Under the terms of the new facility, disposal
proceeds are applied in accordance with the
agreed allocation mechanics and include
mandatory prepayment of the loan on
disposals. This repayment feature accelerates
deleveraging as the Portfolio is realised and,
together with the Company’s capital return
framework, supports the Board’s ability to return
surplus net proceeds to shareholders once
required debt repayment and prudent liquidity/
covenant headroom are maintained.
Capital returns and Compulsory
Redemption Facility
The Company’s managed Portfolio realisation
strategy, approved by shareholders in March
2025, is designed to convert underlying asset
value into cash returns for shareholders over
time. In June 2025, shareholders approved
amendments to the Company’s Articles
of Association establishing a Compulsory
Redemption Facility, which enables the Board
to return surplus capital through mandatory
pro rata redemptions of ordinary shares.
Redemptions are effected in accordance with
Jersey company law, the Company’s Articles
and applicable regulatory requirements and
are intended to operate over the life of the
realisation programme.
Capital returns under the Facility are expected
to be considered on a six monthly basis. Any
capital returned is funded from net cash
proceeds generated by condominium sales
within the Portfolio. In allocating sale proceeds,
the Company prioritises (i) debt reduction in
accordance with its financing arrangements, (ii)
the payment of taxes, fees and other disposal-
related costs, (iii) the retention of prudent cash
balances to fund ongoing operations and
implementation costs, and (iv) the return of
surplus capital to shareholders via compulsory
redemptions. As a result, the timing and amount
of any redemption will vary between reporting
periods and will depend on the level and
phasing of condominium sales, cash availability,
solvency and covenant headroom. Redemption
amounts are therefore expected to be variable
rather than uniform or progressive.
The Board has not set redemption targets,
whether on an absolute, periodic or cumulative
basis. Instead, the managed Portfolio
realisation strategy is executed through
condominium sales plans at the asset level,
and capital returned to shareholders is a direct
consequence of net cash proceeds realised
from those sales, after the deductions outlined
above, rather than a planning assumption or
independently targeted objective.
The first compulsory redemption under the
Facility has been announced simultaneously
with the publication of the Company’s annual
results. This redemption reflects cumulative
condominium sales completed to date,
including sales executed during 2024 and 2025,
and should not be regarded as indicative of
the timing or quantum of future redemptions.
The detailed terms and timetable for that
redemption (including the amount to be
returned, the record date and the payment date)
are set out in a separate RNS announcement.
32
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Report of the Property Advisor continued
Outlook
The Board believes the Company is well
positioned to continue executing its managed
Portfolio realisation strategy through 2026
and beyond. This assessment is grounded
in the establishment of a proven operating
platform, a strengthened and appropriately
structured balance sheet, and a materially
lower capital intensity profile following
completion of the preparatory phase
of the programme.
The period ahead is expected to be
characterised by disciplined, value-led
execution, declining capital expenditure
as front-loaded preparation concludes,
improving cash generation as capital intensity
reduces and cost trajectory improves,
and continued deleveraging through the
application of sale proceeds.
The Board’s priorities are therefore centred
on maintaining execution discipline, oversight
and risk control as activity levels remain
elevated during the next phase of delivery.
The Board remains mindful of external
uncertainties, including geopolitical instability,
ongoing conflict in the Middle East and the
Ukraine war, macroeconomic conditions
and the evolving regulatory environment
for residential property in Germany.
These factors may influence sentiment
or transaction timings in the short-term.
However, the structural supply constraints in
Berlin residential markets, combined with a
long-dated, fully financed capital structure,
a declining capital expenditure profile and
flexibility over sales pacing, provide resilience
against volatility and allow execution to be
appropriately calibrated in response to market
conditions.
This flexibility is reinforced by on-the-ground
execution capability and continuous market
feedback through the sales platform, enabling
the Board to adjust execution pragmatically
while maintaining oversight and control.
The Company is therefore entering the
next stage of its strategy from a position of
strength. While external risks remain, the
Board expects 2026 to represent a period
of operational progress and financial
consolidation, supporting the continued,
orderly conversion of asset value into cash
returns for shareholders.
33
Directors’ Report Financial Statements
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Strategic Report
Key Performance Indicators
KPIs applied for the year ended
31 December 2025
The 2025 KPI framework combines asset-
level valuation measures, execution metrics
and balance sheet indicators. For this period,
performance is assessed against six KPIs: like-
for-like Portfolio valuation growth, EPRA NTA
per share, share price discount to EPRA NTA,
condominium notarisations, condominium
sales velocity (last twelve months, LTM) and
net LTV. Together, these indicators provide
a balanced assessment of underlying
asset performance, progress within the
condominium sales programme and balance
sheet resilience during the transition phase.
EPRA-based measures continue to be
applied in 2025 to support comparability
with prior periods and with industry reporting
conventions. EPRA NTA provides an established
measure of underlying asset backing and
balance sheet strength and remains relevant as
the Company progresses through the managed
Portfolio realisation strategy. EPRA metrics
are therefore considered alongside execution
and balance sheet indicators to provide a
comprehensive view of performance.
KPIs applied from 2026 onwards
As the Company enters a more advanced
phase of its managed Portfolio realisation
strategy, the Board has refined the KPI
framework to reflect the increasing importance
of execution delivery, realised outcomes and
balance sheet discipline, while continuing to
report valuation-based measures.
In this context, from 2026 the KPI framework
places greater emphasis on execution delivery,
capital realisation and realised shareholder
outcomes, reflecting the progressive
monetisation of the Portfolio. The Board has
replaced the share price discount to EPRA
NTA with share price discount to IFRS NAV per
share, reflecting the increasing relevance of
net realisable value as asset sales and capital
returns advance.
For the financial year ended 31 December 2025, the Company has continued to apply the
recalibrated KPIs introduced in 2024. These KPIs were designed to support the transition from
a long-term asset holding model to a managed Portfolio realisation strategy, while maintaining
continuity and comparability during the early phases of execution.
Key performance indicators (from 2026 onwards)
Key performance indicator Definition/focus
2025 outcome
(for reference)
Like-for-like Portfolio
valuation growth (%)
Underlying asset performance across
the Portfolio during execution
1.5%
IFRS NAV per share
(€/£)
Net value after liabilities, taxes and
costs relevant to realisation
€2.94/£2.56
Share price discount to
IFRS NAV per share (%)
Market discount to net realisable value 28.6%
Condominium notarisations
(€m)
Capital crystallised through individual
unit disposals
€36.0m
Condominium sales velocity –
LTM (%)
Pace and throughput of execution 34.0%
Net LTV (%) Balance sheet leverage and
deleveraging progress
41.0%
Cumulative cash returned
to shareholders (€m)
Realised cash distributions
(net of costs and taxes) Nil
Key performance indicators
Like-for-like Portfolio valuation growth
1
1.5%
Share price discount to EPRA NTA
2
43.2%
Condominium sales velocity
34.0%
EPRA NTA per share
€3.40
Condominium notorisations
€36.0m
Net LTV
41.0%
1 Like-for-like Portfolio valuation growth measures the change in fair value of investment properties held
throughout the year, excluding the impact of acquisitions, disposals and transfers to or from assets held for
sale. This differs from the investment property revaluation loss reported in note 11 to the financial statements,
which reflects total fair value movements across all investment properties, including those classified as held
for sale.
2 For any given year, share price discount to EPRA NTA is calculated using the Sterling share price as at
31 December, the GBP/EUR exchange rate as at 31 December and the Euro EPRA NTA as at 31 December.
0.8
1.5
2025
2024
42.2
43.2
2025
2024
26.5
34.0
2025
2024
3.55
3.40
2025
2024
9.4
36.0
2025
2024
40.3
41.0
2025
2024
34
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Corporate Responsibility
Committed to
acting responsibly
The Company recognises that effective ESG management protects value, reduces
operational risk and can strengthen stakeholder engagement. This remains essential
as the Company executes an orderly managed realisation programme over time.
The Company’s commitment to transparent
ESG disclosure has been recognised externally:
PSD received the EPRA Gold Award for
sustainability reporting (Sustainability Best
Practices Recommendations, sBPR) for four
consecutive years (2022–2025), reflecting
the consistent strength in its measurement
and reporting framework. Portfolio energy
consumption and greenhouse gases
measurement coverage increased from 25%
in 2020 to over 90% currently, providing a
more complete picture of environmental
performance across the asset base.
Our two asset pathways (retain versus sell)
As the asset realisation process now follows
a mixed strategy – some buildings retained as
PRS homes and others progressed through
condominium sales – we tailor our ESG
approach to each pathway.
Our principles and policies are consistent
across the business, but priorities and day-
to-day delivery differ between retained and
sale assets.
As the Company progresses through
its orderly wind-down, it has taken the
decision to no longer produce a separate
EPRA sBPR report this year. This reflects the
practical reality that consistent like-for-like
measurement becomes nearly impossible as
units are sold to private buyers, and the Board
no longer believes that, on a cost-benefit basis,
continuing to produce this document is in
the best interests of stakeholders. The wind-
down is designed to be disciplined and tenant
conscious. In practice, this means reducing
leverage, monetising the Portfolio in a planned
sequence and completing condominium sales
at scale where buildings have been designated
for individual apartment disposals. While the
Portfolio is expected to reduce over time,
the Company’s responsibilities to tenants,
communities, regulators and commercial
counterparties remain a priority.
ESG is therefore treated as an integrated,
consistent core operating discipline
throughout the transition period.
ESG and responsible business
Asset pathway How the Company defines it Core ESG emphasis What this means in practice
PRS pathway (manage
then dispose).
Buildings expected to remain
as rental properties.
Safe and resilient operations,
strong tenant experience, and
efficiency improvements where
value accretive.
ESG focuses on operational
improvement that supports stable
rental income and long-term asset
quality (preventive maintenance,
consistent service standards, and
measured efficiency upgrades).
Condominium sales
pathway (sell-down).
Buildings designated for
individual apartment sales
as part of the wind-down.
Stewardship plus transition
protections: fair tenant treatment,
early and clear communication,
strong data/privacy controls,
and service continuity for non-
purchasing residents.
ESG focuses on managing change
responsibly – ensuring residents
have clarity and genuine choice, and
that building standards and essential
services are maintained during the
sales period.
35
Directors’ Report Financial Statements
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Strategic Report
ESG governance, oversight and
operating model
Ultimate responsibility for ESG sits with the
Board, which considers stakeholder impact
when approving material decisions. Delivery is
supported through the Company’s partner-led
operating model, primarily via QSix (Property
Advisor) and Core Immobilien (tenant/building
management).
Governance is structured through a three-tier
oversight model. The QSix ESG Task Force
oversees day-to-day implementation of our
‘Better Futures’ Corporate Responsibility Plan
across the business and provides regular progress
reports to the Company’s ESG Committee, which
in turn reports to the Board. This layered approach
ensures that ESG considerations are embedded
in operational decision-making while maintaining
independent Board oversight of material risks and
strategic direction.
Governance tier asset pathway Key parties Main responsibilities Typical information flows to the Board
Board of Directors Chair and Non-Executive
Directors.
ESG embedded in strategy, risk
oversight and key decisions.
Regular ESG dashboard; annual
‘Better Futures’ review.
Property Advisor QSix Portfolio and asset
management teams.
Implement ESG policies;
coordinate partners; collate data;
oversee delivery.
Monthly operational report;
exceptions and escalation updates.
Property manager/tenant
management
Core Immobilien team. Tenant service delivery; repairs;
maintenance coordination;
feedback capture.
Service-level reporting; complaint
themes; tenant survey results.
Pathway Strategic objective Key day-to-day focus High-priority ESG topics Core KPIs
PRS Protect long-term rental
income and asset value via
high-quality operations.
Repairs responsiveness;
preventive maintenance;
supplier oversight; efficiency
upgrades where value
accretive.
E: Maintain energy-use
records and improve building
performance (incl. heating
optimisation).
S: Safe, comfortable homes
and strong tenant experience.
G: Supplier oversight,
compliance and ethical
conduct.
Tenant satisfaction score
(tenant survey).
Safety/statutory compliance
rate.
Energy consumption trend
(where measurable).
Tenant first
right of refusal
(sell-down)
Realise proceeds while
safeguarding residents
and maintaining orderly
execution.
Early and transparent
communications; fair
purchase process; consistent
service for non-buyers; strict
privacy controls.
E: Maintain compliant and
safe building condition
through sales window.
S: Clear communication
of tenant choice, availability
and service continuity.
G: Third-party controls
(brokers), General Data
Protection Regulation
(GDPR)-compliant processing,
consistent treatment.
Tenant contact coverage
(where practicable) Enquiry/
complaint resolution time.
Essential works completed
in a timely manner. Sales
progress metrics (e.g.,
completions versus plan).
Partner expectations
The Company expects key counterparties
to align day-to-day work with ‘Better Futures’
through:
• policy alignment (e.g., health and safety,
complaints, vulnerable tenant processes,
data handling);
• defined service standards (including
response times and escalation routes);
• controls over outsourced activity, where
partners appoint third parties; and
• ongoing monitoring, using reporting,
targeted reviews and improvement
actions where needed.
Relevant PSD policies are shared with all key
business partners on an annual basis, and
partners are asked to affirm their compliance.
Where QSix outsources key functions, those
business partners are also mandated to
comply with PSD’s policies. QSix works closely
with PSD to ensure its own policies remain
aligned with PSD’s values and standards.
Materiality and prioritisation
(by pathway)
The Company screens a broad set of ESG
topics, assesses their potential impact on
stakeholders and enterprise value, and
prioritises effort where it can influence
outcomes. Given different risk profiles
and stakeholder dynamics, topics are
weighted by pathway.
36
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Corporate Responsibility continued
Better Futures: Our Corporate Responsibility Plan
The Company’s Corporate Responsibility
Plan, ‘Better Futures’, provides a consistent
structure for ESG delivery across the wind-
down. It is organised into five pillars:
Tenant
satisfaction
Service quality; responsiveness;
retention; complaint handling.
Environmental
stewardship
Energy and carbon; water; waste;
procurement; efficiency planning.
Community
investment
Support for charities and community
initiatives; with outcome focus.
Social
responsibility
Resident wellbeing; fair treatment;
support for vulnerable tenants;
workforce and partner standards.
Governing
responsibly
Ethics; compliance; data protection;
partner oversight and reporting.
Tenant satisfaction is the first pillar of ‘Better
Futures’, reflecting the Company’s conviction
that service quality and responsiveness are
fundamental to protecting both resident
wellbeing and long-term asset value. Tenant
feedback, including results from the Portfolio-
wide tenant survey, is a primary input to
service improvement and Board oversight.
The 2026 tenant survey has been revised to
accommodate the separate asset pathways
of PRS and condominium assets to capture
information from those tenants offered the
opportunity to purchase their apartments.
Tenant satisfaction
Tenant feedback
How feedback is captured
Core Immobilien conducts tenant surveys and maintains complaint enquiry channels (including
escalation routes).
What the Company monitors
Satisfaction scores, response and resolution times, recurring service themes and evidence of
improvement actions.
How results are used
Survey findings and service metrics are reported through the operating model and inform priority setting
(repairs standards, communications and contractor performance).
PRS pathway (retain): Stable homes and
consistent service
Within the PRS segment, the Company’s
focus is on providing comfortable homes
and consistent service. Priorities include
responsive repairs and maintenance,
preventive maintenance and lifecycle
planning, clear service standards and
fair complaint handling.
Condominium pathway (sell-down):
Transition model
When a building is designated for sale, the
Company recognises that residents may
experience uncertainty. The Company
applies a structured approach built around
five principles: Clarity, Choice, Continuity,
Support and Respect. This approach aims to
protect resident outcomes while supporting
orderly realisation of value.
37
Directors’ Report Financial Statements
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Strategic Report
The Company’s environmental approach
reflects the wind-down: improve efficiency in
assets that retain long-term cash flows, while
keeping assets held for sale safe, compliant
and market-ready.
The Company has also strengthened its
environmental data infrastructure to support
effective disclosure. Measurement coverage
increased from around 25% of the Portfolio in
2020 to over 90% in 2025, enabling broader
analysis of energy, utilities, water and waste.
This data supports operational decisions on
efficiency investments.
Property Advisor environmental practices
QSix, as Property Advisor, has implemented
a range of environmental measures within
its own operations, including energy-saving
products in offices, the appointment of
Environment Champions to promote
reduced utility usage, improved recycling
infrastructure, and initiatives to reduce paper
consumption among employees. These
practices complement the Portfolio-level
environmental strategy and ensure that the
Property Advisor leads by example.
Environmental stewardship
PRS pathway (retain): Improve operational performance
Key focus areas include:
Energy use and carbon
Prioritise initiatives that deliver measurable operational insights and efficiency gains (e.g., heating optimisation pilots
and rollout where successful), and pursue upgrades where feasible and value accretive.
The Company sources 100% of Portfolio electricity from renewable providers and encourages tenants to adopt
sustainable utility choices and behaviours through practical guidance.
Resource management
Expand monitoring to improve insight and work with property managers and residents on waste reduction and
recycling.
Portfolio properties have received recycling awards for effective waste management. The Company partners with
specialist waste providers to optimise disposal routes and provides tenants with guidance on recycling.
Procurement
Apply sustainable procurement principles ensuring materials meet required standards and are economically viable.
The Company’s Sustainable Procurement Policy aims to use products and materials with a low environmental
impact, particularly when refurbishing properties. This policy applies to QSix and its key suppliers.
Condominium pathway (sell-down): Maintain standards during transition
Key focus areas include:
Safety and legal
compliance
Ensure statutory obligations and essential works are completed during the sales window.
Proportionate
efficiency works
Undertake improvement works where appropriate, but prioritise resident safety, compliance and orderly execution.
Data readiness
Maintain records and handover information to support buyer due diligence without compromising resident privacy.
Step Typical timing What tenants receive Purpose
1. Designation notice
Day 0 Written communication with
practical explanation (and verbal
support where appropriate).
Transparency on what is changing and what is not.
2. Rights and options briefing
Week 1 Clear FAQ and contact route
for questions.
Ensure tenants understand rights and that
purchase is optional.
3. Priority purchase window
Weeks 1–12 (typical) Written offer and deadline;
consistent process.
Genuine, fair opportunity to purchase.
4. Practical sales support
On request Broker/process support through
to notarisation.
Reduce friction and stress for interested buyers.
5. Service continuity assurance
Ongoing Confirmation that repairs, safety
checks and tenancy terms continue.
Protect quality of life for non-purchasing tenants.
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Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Social responsibility
The Company’s social priorities reflect a
continued duty of care to residents and a
commitment to fair treatment across all
stakeholder relationships, encompassing
resident wellbeing, support for vulnerable
tenants, and the standards expected of the
Company’s workforce and partners.
Resident wellbeing and fair treatment
The Company is committed to maintaining
safe, healthy and well-managed homes for all
residents. All residents are treated consistently
and equitably, regardless of whether their
building is on the PRS or condominium
pathway. The Company’s policies ensure that
the transition to sales does not compromise
the quality of service or the rights of residents
who choose not to purchase.
In 2025, the Company invested over €13m
across the Portfolio to enhance buildings
and better serve tenants. This investment
encompassed both planned maintenance
programmes and proactive improvements
to communal areas, amenities and building
infrastructure. Core Immobilien also
proactively provides amenities such as bike
storage and playgrounds to enhance the
quality of life for residents.
The Company is pleased to report zero
major health and safety incidents across the
Portfolio in 2025, reflecting the effectiveness
of regular inspections and the preventive
maintenance regime.
Support for vulnerable tenants
The Company’s Vulnerable Tenant Policy
provides a structured framework for
identifying and supporting tenants who
require additional care, ensuring that property
management teams are equipped to respond
sensitively and appropriately to residents’
individual circumstances.
This includes sensitivity in communications,
tailored engagement where necessary, and
coordination with relevant support services.
Respecting our people
QSix, as Property Advisor, is the face of PSD
in the German residential property market.
The Company recognises that the quality of
its people directly influences the quality of
service delivered to tenants, investors and
business partners. QSix’s People Policy governs
the treatment of its workforce, founded on
principles of dignity, fairness and consideration.
Work environment
Access to training programmes, on-the-job support and
coaching, and annual Development Reviews for all employees.
Work-life balance
A commitment to health and wellbeing, leading health and
welfare benefits, and access to medical and legal advice.
Home working
A hybrid model that balances productivity with employees’ needs,
supported by employee engagement surveys.
People policies
Including the Anti-Slavery and Human Trafficking Policy, shared
with key business partners, with verification of compliance.
Creating the right working environment
QSix’s approach to its people is structured around four pillars:
Each Board member is also required to undertake professional training throughout the year,
facilitated by external third-party entities, the Property Advisor or other service providers.
Annual appraisals are conducted for each Board member to ensure continued effectiveness
and development.
Community investment
Beyond the buildings themselves, the
Company supports organisations addressing
homelessness and supporting families,
consistent with the Community Investment
Policy and the Company’s footprint.
In 2025, the Company allocated €5.2m
towards building improvement and
investment programmes across the Portfolio,
directly enhancing the living environment for
residents and the communities in which the
Portfolio is located.
Charitable partnership milestones
The Intercultural Initiative (Berlin):
A Berlin-based women’s refuge supporting
women affected by violence. It provides
practical help including free legal advice,
shelters and housing support for women
and children fleeing domestic abuse, and
protection for refugees at risk of exploitation
and human trafficking.
Region Partner charities Primary focus areas
Berlin
Intercultural Initiative; Laughing
Hearts.
Youth inclusion; support
for disadvantaged families.
United Kingdom
SPEAR; SHP; Home-Start. Homelessness prevention;
family resilience.
Laughing Hearts (Berlin): A Berlin charity
improving the lives of children and teenagers
facing difficult circumstances. It funds
activities and essentials such as dance lessons,
sports memberships, tutoring and language
trips, and health-related support including
contributions towards glasses and dental care.
Single Homeless Project (London):
Now in its fifth year, QSix’s partnership
with SHP is its longest-standing charitable
collaboration. QSix supported SHP’s strongest
fundraising year to date in 2024, with its
donation matched pound-for-pound through
the Big Give appeal, helping fund SHP’s
Achieving Potential programme.
SPEAR (Southwest London):
SPEAR supports people experiencing
or at risk of homelessness across South
and West London. In 2025, it continued
delivering integrated services including
outreach, accommodation support, tenancy
sustainment and health-focused assistance,
helping clients access GP and primary care
and navigate NHS and local health systems.
Corporate Responsibility continued
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Directors’ Report Financial Statements
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Strategic Report
A robust governance culture underpins
delivery across both pathways. As sales
activity increases, governance emphasis
rises accordingly – particularly for third-party
controls and data handling.
Priorities as the wind-down progresses
As the wind-down progresses, the Company’s
near-term priorities are increasingly framed
through the lens of corporate governance:
ensuring clear accountability, robust oversight
and decision-useful reporting during a higher-
activity period. This includes addressing the
evolving ESG regulatory landscape at European,
German and Berlin levels, ensuring the
consistency of reporting across pathways, with
clearer separation between PRS stewardship
metrics and condominium transition metrics,
and ensuring data coverage and quality to
support Board scrutiny, operational decision-
making and transparent disclosure.
The Company will also reinforce governance
over execution by maintaining strong service
standards throughout the sales programme –
using tenant survey insights, feedback themes
and service-level tracking as key management
information for escalation and oversight. In
parallel, it will deepen third-party controls,
particularly where brokers and outsourced
providers are involved in sales processes, to
ensure appropriate conduct, documentation
and control of risks.
Overall, the approach is deliberately pragmatic:
applying disciplined governance to protect
value and stakeholders during the orderly
wind-down. For PRS assets, this means
sustained stewardship-safe, efficient, well-
maintained homes that support tenant
satisfaction, alongside maintaining high
standards of disclosure in the Annual Report,
while adapting reporting to reflect the evolving
shape of the Portfolio as units are sold.
Governing responsibly
Supplier and contractor
standards
ESG expectations reflected in contracts; onboarding checks and
periodic confirmations; selective reviews where risk is higher.
The Company’s Suppliers Code of Conduct holds business
partners to the same high standards applied internally. The
Code is shared with all partners on an annual basis, and annual
affirmation of compliance is requested. This ensures that the
principles of ‘Better Futures’ extend throughout the Company’s
supply chain.
Data protection
and privacy
GDPR-compliant processing agreements, purpose limitation,
and breach escalation protocols – particularly relevant for
condominium sales communications and broker interfaces.
Reporting
and assurance
Regular ESG reporting packs to the Board, with defined KPIs
and exception reporting, and periodic review of selected metrics
and controls.
Core controls
40
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Principal Risks
Effective risk management underpins the delivery of the Company’s strategy and the protection
of long-term shareholder value. As the Company executes a managed Portfolio realisation strategy
in the Berlin residential property market, it is exposed to a range of risks that could affect the timing,
execution and outcomes of that strategy.
Principal risks
and uncertainties
Governance, responsibility and control
The Board has overall responsibility for the
identification, assessment and oversight of the
Company’s principal risks, including emerging
risks. The Board determines the Company’s
risk appetite, approves the risk framework and
ensures that appropriate systems of internal
control and monitoring are in place.
The Board undertakes a formal review of
principal risks at least annually and considers
risk matters regularly as part of its ongoing
oversight of strategy, capital allocation,
liquidity and execution. Where appropriate,
the Board applies corrective actions, adjusts
strategy or strengthens controls in response
to changes in the risk environment.
Risk identification and management
In accordance with Provision 26 of the AIC
Code, an externally facilitated evaluation of
the Board and its Committees was undertaken
during the year by SGN Advisors Ltd (trading as
Satori Board Review). The evaluation covered
Board composition, effectiveness, governance
processes and decision-making, with findings
and recommendations discussed by the Board.
This approach ensures that risks are identified
close to execution activity while remaining
subject to independent Board scrutiny,
challenge and decision-making, with clear
escalation routes for material issues.
Emerging risks
Emerging risks are assessed at both
Company and Portfolio level, including
developments in macroeconomic conditions,
financial markets, regulation, geopolitics
and competitive behaviour. Following
the shareholder-approved transition to a
managed Portfolio realisation strategy in
2025, the Company’s risk profile has been
recalibrated, with increased emphasis placed
on execution-related risks, including asset
disposals, pricing, timing and liquidity across
both condominium and PRS assets.
Monitoring, reporting and review
The Board receives regular reporting on
risk exposures, control effectiveness and
execution progress. The principal risks set out
below reflect the Board’s assessment of the
most significant risks facing the Company
during the year ended 31 December 2025,
together with the associated mitigation and
control frameworks.
To assist the reader, the table below explains
how movements in principal risks should
be interpreted. These movements reflect
changes in the Board’s assessment of the
likelihood and/or potential impact of each
risk over the period, having regard to the
effectiveness of mitigating controls and to
changes in external conditions. They are not
intended to predict outcomes and should
be read in conjunction with the narrative on
impact, mitigation and controls for each risk.
Interpretation of principal risk movements
Risk movement Meaning
Increased
The risk is assessed to have become more significant during the period,
due to an increase in likelihood and/or potential impact, or a deterioration
in the external environment or control effectiveness.
Decreased
The risk is assessed to have become less significant during the period,
reflecting improved mitigation, reduced exposure or more favourable
external conditions.
Unchanged
The Board’s assessment of the risk is broadly consistent with the prior
period, with no material change in likelihood or potential impact.
New risk
A risk that has been added to the principal risks disclosure for the
first time, reflecting changes in strategy, operating context or the
external environment.
41
Directors’ Report Financial Statements
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Strategic Report
Risk Impact Mitigation Movement
Inability to sell
condominiums
(volumes,
pricing and
timing)
The Company’s strategy relies on the orderly sale
of individual condominium units to crystallise value
at prices that reflect or exceed Portfolio carrying
values. A sustained deterioration in buyer demand,
mortgage affordability or consumer confidence
could reduce sales volumes, extend sales timelines
or require pricing concessions.
Recent increases in longer-dated government
bond yields, including 5 and 10-year maturities,
could feed through to higher mortgage rates and
reduced affordability for owner-occupiers and small
investors. A sustained period of higher long-term
rates could therefore place additional pressure on
achievable pricing and absorption rates, particularly
for occupied units and higher-value segments.
Execution risk is heightened by the multi-year,
multi-tranche structure of the sales programme.
Delays in legal preparation, tenant processes, capital
expenditure, marketing activity or broker execution
at any stage could defer sales into less favourable
market conditions, affecting aggregate outcomes
even where long-term demand remains intact.
Sustained sales below carrying values, or materially
slower execution than anticipated, could reduce
total realised proceeds, delay capital returns and
undermine confidence in reported NTA, with
potential second-order effects on the Company’s
equity valuation.
Sales execution is governed through a phased, tranche-based
programme that allows the Board to calibrate sales pace and supply in
response to prevailing market conditions, prioritising value over volume
and deferring launches where pricing conditions are unfavourable.
The condominium sales programme is supported by a diversified panel
of specialist residential brokers, providing broad market coverage and
reducing reliance on any single sales channel. Broker performance,
pricing outcomes and sales velocity are monitored continuously.
Pricing strategy is actively managed and can be adjusted to stimulate
demand where appropriate, while remaining disciplined against
carrying values and return objectives.
The Board receives regular, detailed reporting on achieved pricing,
sales velocity, pipeline activity and market conditions, enabling
execution decisions to be adjusted dynamically and supported
by real-time evidence.
Inability to sell
PRS buildings
(timing, pricing
and liquidity)
While the primary focus of the managed Portfolio
realisation strategy is individual condominium sales,
a residual PRS Portfolio remains with a value, as at
31 December 2025, of €269.1m. Over time, the
Company will seek to dispose of PRS assets where
appropriate to accelerate value realisation or
manage liquidity.
PRS disposals are typically more exposed to
institutional investor sentiment, financing conditions
and required yields than individual condominium
sales. Recent increases in long-dated government
bond yields could raise required return thresholds for
institutional investors, increasing yield-based pricing
pressure and reducing liquidity for PRS assets.
Periods of elevated bond yields or constrained
debt markets could therefore materially reduce
transaction volumes or require pricing concessions
to achieve execution.
PRS valuations remain below peak levels and are
more sensitive to changes in capital availability,
regulatory risk perception and macroeconomic
conditions. An inability to dispose of PRS buildings
on acceptable terms could extend the duration of
the realisation programme, delay capital returns and
increase the relative weight of fixed operating costs.
Delays or pricing pressure in PRS disposals may
also affect the timing and quantum of shareholder
distributions, contributing to a persistent share price
discount where realised cash flows lag expectations.
The Company retains full discretion over the timing of PRS disposals
and is not reliant on near-term PRS sales to fund operations or capital
returns.
The November 2025 refinancing provides a long-dated, interest-only
debt structure through to 2030, reducing pressure to dispose of PRS
assets in adverse market conditions and preserving strategic optionality.
Conservative leverage and ongoing deleveraging through condominium
sale proceeds reduce balance sheet risk and support liquidity resilience.
The Board regularly reviews market conditions, valuation evidence
and strategic alternatives for PRS assets, including continued
operation versus disposal, and will not pursue sales where pricing
does not reflect long-term value considerations.
Increased Unchanged Decreased New risk
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Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Principal Risks continued
Increased Unchanged Decreased New risk
Risk Impact Mitigation Movement
Financing
and interest
rate risk
While refinancing risk has been materially reduced
following the November 2025 refinancing, sustained
increases in longer-dated interest rates may continue
to influence valuation benchmarks and required
investor returns, with second-order effects captured
primarily within execution and disposal risks rather
than balance sheet solvency.
The European Central Bank maintained its deposit
facility rate at 2.0% through early 2026. However,
monetary policy remains uncertain given competing
pressures from weak growth and persistent services
inflation in the eurozone.
Covenant testing could be triggered if asset valuations
decline, potentially requiring additional security,
facility repayment or higher borrowing costs.
The Company’s variable-rate exposure is linked to
three-month Euribor. A sustained increase would
raise financing costs.
In November 2025, the Company completed the refinancing of all
borrowings, securing a new €255m, five-year, interest-only facility at
210 basis points over three-month Euribor – eliminating the near-term
refinancing risk under the previous facility (maturing September 2026)
and providing a stable debt platform through to 2030.
At least 80% of drawn loan facilities are hedged using derivative
instruments or fixed-rate debt.
The new facility removed previous restrictions on condominium
sales volumes and shareholder distributions.
The new facility has only one ‘hard’ covenant: a minimum ICR.
This covenant tests the Group’s ability to service interest costs from
rental income.
Net LTV has increased to 41.0% as at 31 December 2025 (up from
40.3% at 31 December 2024), with reductions expected as sale
proceeds repay debt.
Expected revenues, property values and covenant levels are modelled
and reported to the Board as part of the annual Viability Assessment.
German
regulatory risk
Changes in legislation or regulation affecting property
rights, zoning, landlord practices, environmental
standards and taxation can affect the Company’s
ability to implement its condominium sales strategy
and impact operational costs.
The Berlin conversion regulation was renewed in March
2025 for a further five years, covering 81 designated
social preservation areas (Milieuschutzgebiete), in which
conversion of rental apartments to condominium
ownership requires official approval. Any future
tightening could restrict the addition of further
properties to the sales pool.
Under the Building Land Mobilisation Act, Berlin has
adopted provisions allowing the state to block the
splitting of apartment blocks into condominiums.
The nationwide property tax reform, in force from
1 January 2025, has required a comprehensive
reassessment of all properties and may alter
individual property tax burdens.
The Mietpreisbremse (rent cap) was extended
nationwide to 31 December 2029 by the Bundestag
in June 2025, limiting re-letting rents to 10% above
the local reference rent (Mietspiegel).
Proposals to increase penalties for breaches of the
Mietpreisbremse could increase legal and financial
exposure where historic rents are challenged,
potentially raising operating costs and requiring
additional resources for compliance, documentation
and dispute resolution.
Berlin has proposed further tightening of rules on
short-term letting (e.g., holiday/temporary rentals),
which could reduce flexibility to use short-let
strategies to manage vacancy during sales preparation
and may increase compliance and enforcement costs.
Berlin maintains a ten-year termination blocking
period for converted units, during which the new
owner may not serve notice for personal use –
affecting vacant possession timelines and the
pricing of occupied condominium sales.
Changes to the Mietspiegel could reduce rental
values and affect PRS valuations. Further tightening
of tenant protection laws could negatively impact
rental income.
German lawyers advise on forthcoming changes to relevant laws and
regulations, and the Board is kept informed by the Property Advisor of
their implications for condominium disposals and property values.
Over 70% of the Portfolio by units is already legally divided as
condominiums. Conversion restrictions therefore act as a supply
constraint, reducing competing condominium supply and supporting
the value of the Company’s existing divided stock.
Importantly, there is currently no proposal that would restrict the sale
of already-divided (split) condominium units, and the Company’s
managed Portfolio realisation strategy does not rely on any further
condominium divisions to execute the planned sales programme.
Full compliance is maintained with the conversion regulation in all
designated social preservation areas.
The Company’s pivot to condominium sales progressively reduces
exposure to rental regulation risk as properties are sold rather than
retained for income.
The ten-year blocking period, which impacts a small number of units
is factored into pricing, with occupied units priced at a discount to
vacant units to reflect this constraint.
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Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Strategic Report
Risk Impact Mitigation Movement
Tenant
affordability
and rental
challenges
Tenants are increasingly using online platforms to
assess whether rents comply with applicable laws,
giving rise to legal challenges that, if successful,
could result in rental reductions.
Tenant default or unexpected vacancy trends
across the Portfolio could cause a rental income
shortfall, adversely affecting the Company’s financial
performance while the PRS Portfolio remains a
significant revenue source.
The Company maintains active oversight of applicable German rental
legislation and case law, with compliance embedded in rent-setting,
leasing and ongoing tenancy management processes. Legal advisors
and the Property Advisor monitor regulatory developments and
emerging tenant challenge trends to ensure practices remain
compliant and up to date.
Rental challenges are closely monitored, contested where appropriate,
and charges adjusted where claims succeed.
New tenants are subject to strict creditworthiness and income-to-rent
criteria. Close contact is maintained with existing tenants through the
Property Advisor and property manager.
The Company maintains a Vulnerable Tenant Policy and cases of
hardship are supported where appropriate.
IT and cyber
security risk
Cyber crime remains a significant and growing risk. A
breach could result in unlawful access to commercially
sensitive information and adversely affect investor,
supplier and tenant confidentiality or disrupt business
operations.
The threat landscape continues to evolve, with
state-linked cyber actors (including those associated
with Russia, China, Iran and North Korea) identified as
ongoing threats to European corporate infrastructure.
Threat actors’ increasing use of artificial intelligence
has heightened the sophistication and frequency of
phishing, social engineering and ransomware attacks.
IT systems relied on by the Company are subject to regular review. All
service providers are required to report to the Board on their IT controls
at least annually and to carry out penetration testing.
A detailed review of the cyber security of the Company and its
outsourced processes has been completed. Service providers maintain
risk and control registers that are reviewed by the Board. No material
concerns have arisen from these reviews.
The Company maintains both business continuity and disaster recovery
plans, which are reviewed periodically and are designed to support the
continuity of critical operations in the event of disruption, including
where the Company relies on key outsourced IT service providers.
Increased Unchanged Decreased New risk
44
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Risk Impact Mitigation Movement
Reliance on
third-party
service
providers
The Company relies on third-party service providers
for execution of its managed Portfolio realisation
strategy and day-to-day operations. These include
QSix, as Property Advisor, Apex Group as the
Company Administrator, together with property
managers, residential brokers and other specialist
advisors. Failure by any material service provider to
perform in accordance with agreed mandates or
service standards could adversely affect execution
pace, pricing outcomes, regulatory compliance,
financial performance or the Company’s reputation.
Service delivery risk includes control failures,
errors or omissions, regulatory or legal breaches,
operational disruption and increased costs.
Inconsistent performance may also increase
demands on management time and divert Board
attention during a critical execution phase.
There is a risk that QSix or other key providers do not
allocate sufficient resources to the Portfolio, or that
deterioration in operational capability, personnel
or financial position adversely affects delivery. Key
person risk is heightened during the execution phase,
which is managed by a relatively small group of
experienced individuals.
The Company operates in Germany through a Master
Power of Attorney (POA) and multiple individual POAs,
primarily granted to QSix personnel. Risks include
ineffective authorisation, non-compliance with POA
terms, Know Your Customer (KYC) deficiencies or
insufficient monitoring of delegated powers.
In addition, the Company relies on outsourced
providers, including Core Immobilien for tenant
engagement and a panel of external brokers for
condominium sales. Deterioration in service quality,
continuity or conduct could adversely affect tenant
relationships, rental income, sales execution and
pricing outcomes.
There is also a risk that actions undertaken
by service providers diverge from the Company’s
stated investment objectives, guidelines or
regulatory obligations.
The Board retains ultimate responsibility for oversight of all material
third-party service providers and operates a structured governance
and control framework to monitor performance, resourcing and
compliance. This includes regular reporting from the Property Advisor
covering execution progress, budgets, cash flows and operational KPIs.
The Chair maintains regular engagement with senior principals at
QSix to monitor performance, resourcing, succession planning and
key person risk. Any material changes to service arrangements or
mandates are subject to Board approval.
QSix is wholly owned by an FCA-regulated entity and operates within an
established control environment, supported by internal control reviews
and a tested business continuity and disaster recovery framework.
Senior personnel and their families retain a significant equity interest
in the Company, supporting alignment with shareholders. Apex
undertakes annual regulatory and compliance assessments of QSix.
All POAs are prepared or reviewed by legal advisors, formally authorised
by the Board following completion of KYC procedures and subject to
ongoing monitoring. Apex oversees compliance with POA terms and
reports any deviations to the Board. QSix provides quarterly reporting
on compliance with the Master POA.
The Board regularly reviews investment and disposal activity against the
Company’s stated objectives, guidelines and regulatory requirements.
QSix provides formal compliance confirmations in connection with
execution decisions, and the Administrator undertakes periodic
file reviews.
Key third-party providers are subject to annual Board assessment
questionnaires covering internal controls, service quality and
resilience, supplemented by ongoing monitoring.
The expansion of the residential broker panel has reduced
concentration risk, with broker performance reported regularly.
Principal Risks continued
Increased Unchanged Decreased New risk
45
Directors’ Report Financial Statements
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Strategic Report
Increased Unchanged Decreased New risk
Risk Impact Mitigation Movement
Environmental
and climate
risk
Failure to anticipate and respond to energy
performance and climate legislation could
damage the Company’s reputation and lead
to unplanned capital expenditure.
Investor and buyer expectations for ESG
compliance could result in diminished asset
values or reduced demand for condominiums
that do not meet evolving energy efficiency
standards. Energy efficient apartments in Berlin
are reported to command price premiums over
comparable less-efficient units.
Evolving energy efficiency requirements may
increase the cost of holding and managing
properties.
All asset modernisation investment is assessed for energy
efficiency impact on an asset-by-asset basis.
The Company engages an in-house ESG consultant and an
external specialist to advise on current and future climate and
energy performance legislation.
The Company was awarded an EPRA Gold Award for sustainability
reporting for the fourth consecutive year in 2025.
The Company’s Altbau housing stock is upgraded with a focus on
heating system efficiency while preserving architectural characteristics.
Heating optimisation systems were piloted during 2025, with the
potential to expand across other parts of the PRS portfolio, subject
to detailed cost-benefit analysis.
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
46
Our Board
The Company has an
experienced Non-executive
Board, chaired by Robert
Hingley. The Directors have
a wealth of experience
in real estate, corporate
finance, investment funds
and capital markets.
Board of Directors
Robert Hingley
Independent Non-executive Director,
Chairman of the Company and Chair
of the Nomination Committee
Antonia Burgess
Independent Non-executive Director,
Senior Independent Director and
Chair of the Risk Committee and
the Remuneration Committee
Jonathan Thompson
Independent Non-executive Director
and Chair of the Audit Committee
Isabel Robins
Independent Non-executive Director
and Chair of the Environmental, Social
and Governance Committee and the
Property Valuation Committee
Steven Wilderspin
Independent Non-executive Director
Biography
Robert, a UK resident, acts as an Independent Non-
executive Director and Chair of the Company. He
also acts as Chair of Euroclear UK & International
Limited, The Law Debenture Corporation PLC and
Marathon Asset Management Limited. Robert has
over 30 years’ experience as a corporate finance
advisor, retiring in 2017 as a Partner at Ondra
Partners LLP. He joined the Association of British
Insurers (‘ABI’) as Director, Investment Affairs
in September 2012 and, following the merger
of ABI’s Investment Affairs with the Investment
Management Association (‘IMA’), acted as a
consultant to the enlarged IMA until the end of
2014. From 2010 until 2015, he was a Managing
Director and later Senior Advisor, at Lazard & Co.
He was previously Director General of The
Takeover Panel from 2007, on secondment from
Lexicon Partners, where he was Vice Chairman.
Prior to joining Lexicon Partners in 2005, he was
Co-Head of the Global Financial Institutions
Group and Head of German Investment Banking
at Citigroup Global Capital Markets, which
acquired the investment banking business of
Schroders in 2000. He joined Schroders in 1985
after having qualified as a solicitor with Clifford
Chance in 1984.
Biography
Antonia has over 30 years’ experience working
in the legal and financial services sectors. She is
a Jersey resident Independent Non-Executive
Director with considerable experience working
with leading institutional real estate fund managers
and investment companies and has an in-
depth understanding of real estate investment
transactions and structuring.
Antonia qualified as a Solicitor in England and
Wales in 1995 and practised as a real estate lawyer
at Hogan Lovells in London, prior to relocating to
Jersey, where she led Mourant’s European real
estate fund administration business (subsequently
acquired by State Street). She holds several non-
executive roles in fund entities managed by Signal
Capital Partners. She is regulated by the Jersey
Financial Services Commission and is a member
of the Institute of Directors. Antonia was elected
Senior Independent Director on 1 April 2022,
and she was appointed Chair of the Risk
Committee and Remuneration Committee
with effect from 14 September 2020 and
1 December 2022 respectively.
Biography
Jonathan is a Non-Executive Director and
Deputy Chair of The Government Property
Agency, where he acts as Chair of the Audit and
Risk Committee. Jonathan is an independent
member of the investment advisory board
to a family wealth fund. He sat as Chair of the
Investment Property Forum and was a member
of the Board of the British Property Federation.
An accountant by background, he spent 32 years
at KPMG which included 12 years as Chair of its
international real estate and construction practice.
He is a member of the Institute of Chartered
Accountants and an Honorary Fellow of the
Royal Institution of Chartered Surveyors. He is
the recent past Chair of the Argent Group of real
estate regeneration, development and investment
businesses and former Non-Executive Director
and Chair of the Audit Committee at Schroders
European Real Estate Investment Trust PLC.
Biography
Isabel has been a member of the Royal Institution
of Chartered Surveyors since 1993 and received
a BSc (Hons) Valuation and Estate Management
degree from the University of the West of England
(1991). She holds several non-executive roles,
with Lloyds Bank, Columbia Threadneedle
Investments, a Canadian pension scheme
investing in prime London real estate and Jersey
Development Company – the regeneration and
development arm of the States of Jersey. She was
previously Chair of Schroders Real Estate in Jersey
and a Director on various entities with EcoWorld
Ballymore and Nuveen. Isabel has over 23 years’
experience running complex offshore real estate
structures, encompassing a broad range of
property funds, investments and developments.
She is a Jersey resident Independent Non-
Executive Director and regulated by the Jersey
Financial Services Commission. Isabel was
appointed Chair of the Environmental, Social
and Governance Committee and the Property
Valuation Committee with effect from 1 April
2022 and 28 September 2022 respectively.
Biography
Steven, a Jersey resident, is a fellow of the
Institute of Chartered Accountants of England
and Wales. He has acted as an Independent
Director for a number of public and private
investment funds and commercial companies
since 2007.
He is currently a Non-executive Director and Chair
of the Audit and Risk Committee of HarbourVest
Global Private Equity Limited and a Non-executive
Director and Chair of the Audit and Risk Committee
of GCP Infrastructure Investments Limited, both
listed on the London Stock Exchange.
Prior to 2007, Steven was a Director at Maples
Finance Jersey, with responsibility for their fund
administration and fiduciary business. Steven
began his career at PwC in London in 1990.
Skills and experience
Qualified solicitor with extensive corporate
financial advisory experience and knowledge
of the global market and banking sector.
Skills and experience
Qualified solicitor with extensive legal and
real estate expertise in the funds and financial
services sector.
Skills and experience
Chartered Accountant with extensive
experience, both in real estate and family wealth,
within the investment and property sectors.
Skills and experience
Chartered surveyor with significant international
experience in real estate within the investment
and development fund sector.
Skills and experience
Chartered accountant with extensive audit
and accounting experience with a deep
knowledge of financial matters within the
financial services sector.
Date of appointment
15 June 2015
Date of appointment
12 August 2020
Date of appointment
24 January 2018
Date of appointment
14 March 2022
Date of appointment
10 January 2023
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Strategic Report Directors’ Report Financial Statements
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Directors’ Report
Robert Hingley
Independent Non-executive Director,
Chairman of the Company and Chair
of the Nomination Committee
Antonia Burgess
Independent Non-executive Director,
Senior Independent Director and
Chair of the Risk Committee and
the Remuneration Committee
Jonathan Thompson
Independent Non-executive Director
and Chair of the Audit Committee
Isabel Robins
Independent Non-executive Director
and Chair of the Environmental, Social
and Governance Committee and the
Property Valuation Committee
Steven Wilderspin
Independent Non-executive Director
Biography
Robert, a UK resident, acts as an Independent Non-
executive Director and Chair of the Company. He
also acts as Chair of Euroclear UK & International
Limited, The Law Debenture Corporation PLC and
Marathon Asset Management Limited. Robert has
over 30 years’ experience as a corporate finance
advisor, retiring in 2017 as a Partner at Ondra
Partners LLP. He joined the Association of British
Insurers (‘ABI’) as Director, Investment Affairs
in September 2012 and, following the merger
of ABI’s Investment Affairs with the Investment
Management Association (‘IMA’), acted as a
consultant to the enlarged IMA until the end of
2014. From 2010 until 2015, he was a Managing
Director and later Senior Advisor, at Lazard & Co.
He was previously Director General of The
Takeover Panel from 2007, on secondment from
Lexicon Partners, where he was Vice Chairman.
Prior to joining Lexicon Partners in 2005, he was
Co-Head of the Global Financial Institutions
Group and Head of German Investment Banking
at Citigroup Global Capital Markets, which
acquired the investment banking business of
Schroders in 2000. He joined Schroders in 1985
after having qualified as a solicitor with Clifford
Chance in 1984.
Biography
Antonia has over 30 years’ experience working
in the legal and financial services sectors. She is
a Jersey resident Independent Non-Executive
Director with considerable experience working
with leading institutional real estate fund managers
and investment companies and has an in-
depth understanding of real estate investment
transactions and structuring.
Antonia qualified as a Solicitor in England and
Wales in 1995 and practised as a real estate lawyer
at Hogan Lovells in London, prior to relocating to
Jersey, where she led Mourant’s European real
estate fund administration business (subsequently
acquired by State Street). She holds several non-
executive roles in fund entities managed by Signal
Capital Partners. She is regulated by the Jersey
Financial Services Commission and is a member
of the Institute of Directors. Antonia was elected
Senior Independent Director on 1 April 2022,
and she was appointed Chair of the Risk
Committee and Remuneration Committee
with effect from 14 September 2020 and
1 December 2022 respectively.
Biography
Jonathan is a Non-Executive Director and
Deputy Chair of The Government Property
Agency, where he acts as Chair of the Audit and
Risk Committee. Jonathan is an independent
member of the investment advisory board
to a family wealth fund. He sat as Chair of the
Investment Property Forum and was a member
of the Board of the British Property Federation.
An accountant by background, he spent 32 years
at KPMG which included 12 years as Chair of its
international real estate and construction practice.
He is a member of the Institute of Chartered
Accountants and an Honorary Fellow of the
Royal Institution of Chartered Surveyors. He is
the recent past Chair of the Argent Group of real
estate regeneration, development and investment
businesses and former Non-Executive Director
and Chair of the Audit Committee at Schroders
European Real Estate Investment Trust PLC.
Biography
Isabel has been a member of the Royal Institution
of Chartered Surveyors since 1993 and received
a BSc (Hons) Valuation and Estate Management
degree from the University of the West of England
(1991). She holds several non-executive roles,
with Lloyds Bank, Columbia Threadneedle
Investments, a Canadian pension scheme
investing in prime London real estate and Jersey
Development Company – the regeneration and
development arm of the States of Jersey. She was
previously Chair of Schroders Real Estate in Jersey
and a Director on various entities with EcoWorld
Ballymore and Nuveen. Isabel has over 23 years’
experience running complex offshore real estate
structures, encompassing a broad range of
property funds, investments and developments.
She is a Jersey resident Independent Non-
Executive Director and regulated by the Jersey
Financial Services Commission. Isabel was
appointed Chair of the Environmental, Social
and Governance Committee and the Property
Valuation Committee with effect from 1 April
2022 and 28 September 2022 respectively.
Biography
Steven, a Jersey resident, is a fellow of the
Institute of Chartered Accountants of England
and Wales. He has acted as an Independent
Director for a number of public and private
investment funds and commercial companies
since 2007.
He is currently a Non-executive Director and Chair
of the Audit and Risk Committee of HarbourVest
Global Private Equity Limited and a Non-executive
Director and Chair of the Audit and Risk Committee
of GCP Infrastructure Investments Limited, both
listed on the London Stock Exchange.
Prior to 2007, Steven was a Director at Maples
Finance Jersey, with responsibility for their fund
administration and fiduciary business. Steven
began his career at PwC in London in 1990.
Skills and experience
Qualified solicitor with extensive corporate
financial advisory experience and knowledge
of the global market and banking sector.
Skills and experience
Qualified solicitor with extensive legal and
real estate expertise in the funds and financial
services sector.
Skills and experience
Chartered Accountant with extensive
experience, both in real estate and family wealth,
within the investment and property sectors.
Skills and experience
Chartered surveyor with significant international
experience in real estate within the investment
and development fund sector.
Skills and experience
Chartered accountant with extensive audit
and accounting experience with a deep
knowledge of financial matters within the
financial services sector.
Date of appointment
15 June 2015
Date of appointment
12 August 2020
Date of appointment
24 January 2018
Date of appointment
14 March 2022
Date of appointment
10 January 2023
48
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Directors’ Report
Directors’ Report
The Directors are pleased to present their Annual Report and the audited consolidated financial statements for the year ended 31 December 2025.
Corporate Governance
The Corporate Governance Statement on pages 53 to 62 forms part of this Directors’ Report, which, together with the Strategic Report set out on
pages 2 to 45 form the management report for the purposes of Disclosure Guidance and Transparency Rule 4.1.5R(2).
The Corporate Governance Statement details how the Association of Investment Companies Code of Corporate Governance (the ‘AIC Code’)
has been applied (available on the AIC’s website).
General information
The Company is a public limited company incorporated in Jersey, Channel Islands under the Companies (Jersey) Law 1991 (as amended). The
Company has a listing on the Official List of the Financial Conduct Authority and was originally admitted to the premium segment of the Main
Market of the London Stock Exchange on 15 June 2015. Following shareholder approval at the EGM of the Company held on 12 March 2025 (the
‘2025 EGM’), the Group’s new objective is to realise the value of its existing assets through a carefully managed Portfolio realisation, resulting in a
managed sell down of the Company’s Portfolio over time, with a view to returning available cash to shareholders. The Group is primarily invested in
the residential market in Berlin, supplemented with selective investments in commercial property. The majority of commercial property within the
Portfolio is located within residential and mixed-use properties.
Capital return
The Company has completed a comprehensive refinancing of its existing borrowings. Facilitated by Natixis Pfandbriefbank AG, the refinancing has
provided a stable, flexible capital structure to support the Company’s orderly wind-down and managed Portfolio realisation strategy. A key term of the
new facility is to permit distributions to shareholders by removing the prior block on distributions, enabling distributions to shareholders while debt is
being progressively repaid (i.e., returning capital to shareholders is no longer contingent on full debt repayment).
Subject to available cash, market conditions and covenant headroom, the Company intends to make regular distributions through pro rata
redemptions as disposals complete.
The Board remains committed to returning surplus cash in a timely and equitable manner while safeguarding value through disciplined execution
of the wind-down, continued sales, tenant engagement and cost control.
Directors
The Directors in office at the date of this report and their biographical details are shown on pages 46 to 47.
The Company has made third-party indemnity provisions for the benefit of its Directors which were in place throughout the year and remain in force
at the date of this report. The Company maintains directors’ and officers’ liability insurance.
The terms and conditions of appointment of the Directors are formalised in letters of appointment, copies of which are available for inspection
at the Company’s registered office. None of the Directors has a contract of service with the Company nor has there been any other contract or
arrangement between the Company and any Director at any time during the year.
During the year, none of the Directors or any persons closely associated to them had a material interest in the Company’s transactions or agreements.
The Board, through the Company Secretary, maintains a register of conflicts which is reviewed quarterly at Board meetings, to ensure that any
conflicts remain appropriate and to confirm whether there have been any changes.
It is the Directors’ duty to avoid situations where they have, or could have, a direct or indirect interest that conflicts, or possibly could conflict, with the
Company’s interests. The Director must inform the Board as soon as he or she becomes aware of an interest that might conflict with the interests of
the Company. Any Director who has a material interest in a matter being considered will not be able to participate in the Board approval process.
The Board believes that its procedures regarding conflicts of interest have operated effectively. At 31 December 2025, the interests of the Directors in
the ordinary shares of the Company were as follows:
31 December
2025
Number of
shares
31 December
2024
Number of
shares
Robert Hingley 5,150 5,150
Jonathan Thompson 7,337 7, 337
Steven Wilderspin 6,500 N/A
There has been no change to the interests of each Director between 31 December 2025 and the date of this report.
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Strategic Report Directors’ Report Financial Statements
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Directors’ Report
The Board has adopted the policy of maintaining a gifts and hospitality register to record all gifts and hospitality in excess of £250 accepted by
the Directors from the Company’s service providers or other third parties. All gifts and hospitality in excess of £500 require pre-approval from
the Board.
Share repurchases
In accordance with the Company’s Articles of Association and the Companies (Jersey) Law 1991, the Company may hold any ordinary shares
that it repurchases in treasury or cancel them. Authority for the Company to make market purchases of and to cancel or hold in treasury up to
13,764,921 of its ordinary shares (representing approximately 14.99% of the ordinary shares in issue) is sought from shareholders at each AGM,
with the latest authority granted on 18 June 2025.
This authority will expire at the conclusion of, and renewal sought at, the AGM to be held on 23 June 2026.
There were no share repurchases made during the year under review.
Holding the shares purchased in treasury gives the Company the ability to resell or transfer them quickly and cost effectively and provides the
Company with additional flexibility in the management of its capital base.
Share capital
At the year end, the issued share capital of the Company comprised 100,751,410 redeemable ordinary shares of which 8,924,047 were held in
treasury and 1 non-redeemable ordinary share. Therefore, the total voting rights of the Company were 91,827,363, being the redeemable ordinary
issued share capital minus shares held in treasury.
On 18 June 2025:
• the Company obtained shareholder approval authorising the Directors to allot and issue up to 10,075,141 redeemable ordinary shares in the
issued capital of the Company for cash on a non-pre-emptive basis, representing approximately 10% of the ordinary shares then in issue. The
Directors are proposing that this shareholder approval be renewed at the forthcoming 2026 AGM; and
• the Company obtained shareholder approval authorising the Directors to allot and issue one ordinary share of no par value (the ‘PSD Trustee
Share’) to Apex Financial Services (Corporate) Limited acting in its capacity as trustee of The Phoenix Spree Deutschland Purpose Trust, at a
subscription price of £1. The PSD Trustee Share was immediately converted into and redesignated as a non-redeemable ordinary share of no
par value. Furthermore, the Company’s entire issued ordinary shares of no par value other than the PSD Trustee Share was converted into and
redesignated as redeemable ordinary shares of no par value.
At general meetings of the Company, redeemable ordinary shareholders are entitled to one vote on a show of hands or on a poll, to one vote for
every redeemable ordinary share held.
Substantial shareholdings
At 31 December 2025, the Company had been informed of the following holdings representing more than 5% of the voting rights of the Company:
Name of holder
Percentage of
voting rights
No. of ordinary
shares
Columbia Threadneedle Investments 19.86% 18,232,905
Bracebridge Capital 15.84% 14,543,162
There were no changes notified to the Company between 31 December 2025 and the date of this report in respect of holdings representing more
than 5% of the Company.
Requirements of the Listing Rules
Listing Rule 6.6.4R requires the Company to include the information required under UKLR 6.6.1R in a single identifiable section of the Annual
Report or a cross-reference table indicating where the information is set out. The Directors confirm that there are no other disclosures required
in relation to Listing Rule 6.6.4R
Financial risk management
Details of the financial risk management objectives and policies adopted by the Directors, and the exposure of the Company to price, credit,
liquidity and cash flow risk can be found in note 3 to the consolidated financial statements.
Events after the reporting date
Since the reporting date, the Company has notarised 56 condominium units for aggregate proceeds of €16.5m, at an average of €4,431 per sqm.
Of these, 24 units were vacant, generating €8.3m at an average of €4,594 per sqm, and 32 were occupied, generating €8.3m at an average of
€4,278 per sqm. 37 units that were notarised prior to the balance sheet date completed after the year end, realising €11.7m at an average of
€4,336 per sqm.
On 21 April 2026, the Board resolved to cancel all 8,924,047 treasury shares held by the Company. Following cancellation, the Company’s total
issued share capital comprises 91,827,363 redeemable ordinary shares and 1 non-redeemable ordinary share.
50
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Auditor
Each of the Directors at the date of approval of this Annual Report has taken all the steps that he or she ought to have taken as a Director in order to
make him or herself aware of any relevant audit information and to establish that the Group’s auditor is aware of that information. The Directors are
not aware of any relevant audit information which has not been disclosed to the auditor.
During 2025 it was concluded that RSM UK Audit LLP (‘RSM’) continued to meet the required levels of independence, objectivity, and performance,
and was subsequently reappointed as the Company’s auditor at the AGM held on 18 June 2025.
Going concern
The Directors have reviewed detailed financial projections covering a period of at least 12 months from the date of approval of the financial statements.
The projections have been prepared using assumptions that the Directors consider to be reasonable and realistic, having regard to the Group’s current
financial position, expected revenues, cost base, capital expenditure requirements, planned asset disposals and financing arrangements.
Following the comprehensive refinancing completed in November 2025, the Group benefits from a €255m, five-year, interest-only debt facility
maturing in 2030. In assessing going concern, the Directors have considered forecast cash flows, available liquidity and covenant headroom under
this facility. Under the base case and stressed projections considered, the Group maintained positive cash balances throughout the assessment
period, with liquidity not falling below internal minimum thresholds, and remained in compliance with all banking covenants, with headroom
maintained above covenant minimums. On this basis, the Directors are satisfied that the Group is expected to operate within its available resources
and comply with all banking covenants for at least 12 months from the date of approval of the financial statements.
In forming this assessment, the Directors have taken into account the discretionary nature of shareholder capital returns under the Compulsory
Redemption Facility. Any compulsory redemption may only be effected where the Board is satisfied that, immediately following such redemption,
the Group will remain solvent, maintain adequate liquidity and retain sufficient covenant headroom. Capital returns are therefore not assumed in
the going concern assessment and are treated as a use of surplus capital rather than a funding requirement.
The Group’s business activities, strategic objectives, principal risks and the systems of control applied to manage those risks are set out in the
Strategic Report.
Accordingly, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the
foreseeable future, being at least 12 months from the date of approval of the financial statements, and therefore continue to adopt the going
concern basis in preparing the financial statements.
Viability statement
The Directors have assessed the viability of the Group over a three-year period to 31 December 2028, which they consider appropriate as it aligns
with the Group’s strategic planning horizon, provides meaningful coverage of the active execution phase of the managed Portfolio realisation
strategy, and remains within the maturity of the Group’s current debt facilities.
The assessment is based on a robust evaluation of the principal risks that could threaten the Group’s business model, future performance,
solvency or liquidity, as described in the Principal Risks and Uncertainties section of this report. Following the Group’s transition to a managed
Portfolio realisation strategy, particular emphasis has been placed on execution-related risks, including asset disposals, pricing, timing and liquidity
across both condominium and PRS assets.
Financial modelling and stress testing
In assessing viability, the Directors considered projected cash flows over the three year period under both base case and stressed scenarios. The
analysis incorporated explicit quantitative assumptions in relation to sales volumes, pricing, operating costs, capital expenditure, liquidity and covenant
compliance, and considered, in particular:
• projected operating cash flow requirements;
• the absence of any requirement to refinance debt facilities prior to their maturity in 2030;
• working capital requirements during execution of the managed Portfolio realisation strategy;
• property vacancy levels during the disposal programme;
• capital and corporate expenditure requirements;
• the timing and quantum of proceeds from condominium sales and, where appropriate, PRS asset disposals; and
• the discretionary nature of shareholder capital returns under the Compulsory Redemption Facility, with no assumption that such redemptions
are required or undertaken to maintain solvency, liquidity or covenant compliance.
Stress testing applied adverse but plausible downside assumptions, including reduced sales volumes, lower achieved pricing relative to the
base case, elevated operating and execution costs, and delays in the timing of disposal proceeds. The modelling also considered broader
macroeconomic and geopolitical uncertainty, including the potential impact of ongoing conflict in the Middle East on market sentiment,
financing conditions and buyer demand.
In the most severe downside scenario modelled, the Company remained liquid, and covenant headroom remained above minimum
requirements by 9%/0.03x throughout the assessment period.
Directors’ Report continued
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Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Directors’ Report
Viability assessment and controls
Under the stressed scenarios modelled, the Group was not required to deploy control actions to remain solvent or liquid over the three-year
assessment period. In all scenarios considered, the Group remained able to meet its liabilities as they fell due, maintained positive liquidity
throughout, and complied with all banking covenants, with headroom maintained above minimum covenant levels at all times.
Shareholder capital returns under the Compulsory Redemption Facility are entirely discretionary and are not assumed in either the base case or
stressed cash flow projections. Any decision to undertake a compulsory redemption would be subject to the Directors being satisfied, at the time
of authorisation, that the statutory solvency test under Jersey law is met, including that the Group will be able to discharge its liabilities as they fall
due for a period of at least 12 months following the redemption. Capital returns are therefore treated as a consequence of successful execution
rather than a determinant of viability.
The Directors note that the Group retains clearly identifiable control actions should further mitigation be required, including reducing or deferring
discretionary capital expenditure, adjusting condominium pricing and sales pacing, and disposing of PRS assets where appropriate and where
pricing conditions are acceptable.
The Board receives regular reporting on cash flows, liquidity, covenant compliance and execution progress and retains full discretion over the
timing and sequencing of asset disposals, capital expenditure and shareholder distributions.
Viability assessment – key quantitative assumptions and minimum outcomes
Area Quantitative assumptions applied in stressed scenarios Minimum outcome observed under stressed scenarios
Liquidity Downside cash flow forecasts incorporating
delayed sale proceeds and lower rents.
Cash balances remained positive throughout,
and did not fall below internal minimum liquidity
thresholds at any point.
Sales execution Reduced condominium sales volumes and
lower achieved pricing relative to base case.
Disposal proceeds remained sufficient to fund
operating requirements and debt service without
reliance on external funding.
Operating costs Elevated property-level and administrative
costs relative to base case.
Costs remained absorbable within available liquidity,
with discretionary expenditure available to be
reduced or deferred if required.
Capital expenditure Continued execution-related capital expenditure
under downside assumptions.
Capital expenditure remained discretionary and
capable of deferral without breaching liquidity or
covenant thresholds.
Debt and covenants Downside valuation, cash flow and cost
assumptions.
The Group remained in compliance with all banking
covenants at all times, with covenant metrics not
falling below minimum covenant requirements.
Shareholder returns No assumption of capital returns in base case
or stressed scenarios.
Viability was demonstrated without reliance on
shareholder capital returns.
52
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Directors’ Report continued
Directors’ confirmations
In accordance with the FCA’s Disclosure Guidance and Transparency Rules, each of the Directors in office at the date of this report, whose names
are set out on pages 46 to 47, confirms that to the best of his or her knowledge:
• the Annual Report and financial statements have been prepared in accordance with IFRS and UK-adopted International Accounting Standards,
give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and
• the Annual Report, including the Directors’ Report, includes a fair and balanced review of the development and performance of the business,
and the financial position of the Company, together with a description of the principal risks and uncertainties that the Company faces.
The Directors confirm that they have complied with the above requirements in preparing the financial statements.
The Annual Report and financial statements, taken as a whole, are considered by the Board to be fair, balanced and understandable and provide
the information necessary for shareholders to assess the Company’s position, performance, business model and strategy.
On the basis of the above, and assuming the principal risks are managed or mitigated as expected, the Directors have a reasonable expectation
that the Group will be able to continue in operation and meet its liabilities as they fall due over the three-year period of their assessment.
The Directors’ Report was approved by the Board of Directors and authorised for issue and signed as follows:
On behalf of the Board
Robert Hingley
Chairman
22 April 2026
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Strategic Report Directors’ Report Financial Statements
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Directors’ Report
Corporate Governance Statement
This Corporate Governance Statement comprises pages 53 to 62 and forms part of the Directors’ Report.
Introduction from the Chairman
I am pleased to introduce this year’s Corporate Governance Statement. In this statement, the Company reports on its compliance with the AIC
Code, sets out how the Board and its Committees have operated during the past year and describes how the Board exercises effective oversight
of the Group’s activities in the interests of shareholders.
The Board recognises the importance of a strong corporate governance culture and has established a framework for corporate governance
which it considers to be appropriate to the business of the Company and the Group as a whole.
The AIC Code
As a member of the AIC, the Company reports against the principles and provisions of the AIC Code. The AIC Code addresses the principles and
provisions set out in the UK Corporate Governance Code (the ‘UK Code’) and also includes additional provisions of specific relevance to investment
companies. The AIC Code also explains how the principles and provisions of the UK Code are applied in the context of investment companies.
The Board considers that reporting against the AIC Code, which has been endorsed by the Financial Reporting Council (‘FRC’) and supported by
the Jersey Financial Services Commission, provides shareholders with governance reporting that is more relevant to the Company.
The Board has made the appropriate disclosures in this report to ensure that the Company meets its continuing obligations. As an investment
company, most of the Company’s day-to-day responsibilities are delegated to third-party service providers. The Company has no executive
employees and the Directors are all Non-executive Directors; therefore, not all of the provisions of the UK Code are directly applicable to the
Company. The Board considers that the Company has complied with the principles and provisions of the AIC Code.
The Board notes the amendments to the UK Code published in January 2024, including the revised requirements under Provision 29 (effective
for financial years beginning on or after 1 January 2026). In advance of the effective date, the Board will continue to enhance its approach
to monitoring and reviewing the effectiveness of the Company’s risk management and internal control framework, taking into account the
Company’s externally managed operating model and reliance on third-party service providers.
This work will include identifying the controls considered material to the Company (covering financial, operational, reporting and compliance
controls), assessing the assurance obtained from key service providers and other sources, and documenting the basis on which the Board will be
able to make the required declaration regarding the effectiveness of material controls and any actions taken to remediate identified deficiencies.
Board leadership, purpose and culture
At the date of this report, the Board comprised five Directors. Their biographical details are shown on pages 46 to 47. The Board considers all
Directors to be independent and that there are no relationships or circumstances that are likely to affect their independence. Further details can
be found in the Nomination Committee report on page 60. The interests that some of the Directors hold in the Company, as set out on page 66
of this report, are not considered significant so as to bring their independence into question.
The Board has overall responsibility for maximising the Group’s long-term success by directing and supervising the affairs of the business and meeting
the appropriate interests of shareholders and relevant stakeholders, while enhancing the value of the Group and ensuring protection of investors.
Within the Annual Report and financial statements, the Directors have set out the Group’s investment objective and policy which, following
shareholder approval at the 2025 EGM, is to realise the value of its existing assets through a carefully managed Portfolio realisation, resulting in
a managed sell down of the Company’s Portfolio over time, with a view to returning available cash to shareholders. Its investment objective and
policy are set out on pages 18 to 32 of the Annual Report. The Directors have reported how the Board and its delegated Committees operate
and how the Directors consider and address the opportunities and risks to the future success of the Company, along with the sustainability of
the Company’s business model and how its governance contributes to the delivery of its strategy. The Board has approved a formal schedule
of matters reserved for its approval which is available on the Company’s website and upon request from the Company Secretary. The principal
matters considered by the Board during the year included:
• the interim and annual financial statements;
• revision of the Property Advisory and Investor Relations Agreement;
• renewal of the Master POA delegating a number of administrative matters to the Property Advisor;
• sale of condominium assets and Portfolio sales;
• consideration of intercompany loans;
• standard and non-standard capital expenditure projects;
• recommendations from the Company’s respective Committees;
• the annual review of service providers;
• the condominium pivot strategy; and
• negotiation and approval of the Company’s refinancing with its existing debtor Natixis Pfandbriefbank AG.
The Board is also responsible for assessing the performance of the Company’s key service providers, including the Property Advisor, the terms of
their engagement, remuneration and their continued appointment.
54
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Following the Board’s annual assessment of the Company’s key service providers, including the Property Advisor, their continued appointment,
was considered in the best interest of shareholders as a whole. Thus, it was agreed that the service providers be retained.
The Company has no direct employees therefore is not required to monitor culture in this respect. However, the Board recognises its wider
responsibility to demonstrate to shareholders that it is operating responsibly and managing its social and environmental impacts for the benefit of
all stakeholders. Following a thorough review of how sustainability is managed within the Company, the ‘Better Futures’ Corporate Responsibility
Plan was developed. This provides a framework to measure existing activities better while adding new initiatives to improve overall sustainability.
Additionally, the Board continuously monitors its policies, practices and behaviours and undertakes a rigorous evaluation of its own performance
and that of its key service providers on an annual basis to ensure their culture is aligned with the Company’s purpose, values and strategy. Details
on the Board evaluation and the annual service provider review can be found on page 57 and above, respectively. Where the Board is not satisfied,
it will seek assurance from key service providers that management have taken corrective action.
Stakeholder engagement
Details of how the Directors have engaged with the Company’s key stakeholders is set out in the Stakeholder Engagement section and Corporate
Responsibility report within the Strategic Report on pages 8 to 11 and 34 to 39, respectively.
The Board believes that the maintenance of good relations with both institutional and retail shareholders is important for the long-term prospects of
the Group. The Board receives feedback on the views of shareholders from its corporate broker and the Property Advisor. Through this process the
Board seeks to monitor the views of shareholders and to ensure an effective communication programme. The Board seeks to utilise stakeholder
communication to inform them of the decisions that the Company takes, whether about the products or services it provides, or about its strategic
direction, its long-term health, and the society in which it operates. The Board agrees that stakeholder engagement strengthens the business and
promotes its long-term success to the benefit of stakeholders and shareholders alike.
The Chair is open to discussions on governance and strategy with major shareholders and the other Directors are provided with the opportunity
to attend these meetings.
The Board believes that the AGM provides an appropriate forum for investors to communicate with the Board and encourages participation.
The Group regularly reviews its shareholder profile through reports prepared by its corporate broker. Shareholders may contact the Company
directly through the investor section of the Company’s website at www.phoenixspree.com.
2025 Annual General Meeting
The 2025 AGM of the Company was held on 18 June 2025. Resolutions 1 to 9 related to ordinary business and resolutions 10 and 11 related to the
following special business:
• to authorise the Company to make market purchases of and to cancel or hold in treasury up to 13,764,921 of its shares (representing
approximately 14.99% of its issued shares capital at the date of the AGM notice); and
• to authorise the Directors to issue up to 10,075,141 shares (representing approximately 10% of the Company’s issued shares capital at the date
of the AGM notice) for cash as if the pre-emption rights contained in the Articles of Association did not apply.
All resolutions put to shareholders were passed with in excess of 90% of votes cast in favour.
2025 Extraordinary General Meeting
An EGM of the Company was held on 12 March 2025. Resolutions 1 to 3 related to the following:
• to replace Article 144.3 of the Articles of Association of the Company with the following words: “144.3 Without prejudice to Article 144.1, the
Directors shall propose one or more ordinary resolutions at a general meeting to be held on or around 12 March 2025 (or any adjournment
thereof) and at the annual general meetings of the Company (and any adjournments thereof) to be held in 2028 and 2031 that the Company
continue as a closed-ended investment company (the ‘Continuation Resolution’). In the event that a Continuation Resolution is not passed,
the Directors shall formulate proposals to be put to the Members as soon as is practicable but, in any event, by no later than six months after the
Continuation Resolution is not passed, to reorganise, unitise or reconstruct the Company or for the Company to be wound up with the aim of
enabling Members to realise their holdings in the Company.”
• to adopt the investment policy as set out on pages 4 to 6 of the circular to shareholders of the Company dated 17 February 2025; and
• to approve the Company’s continuance as a closed-ended investment company.
Corporate Governance Statement continued
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Directors’ Report
All resolutions put to shareholders were passed with in excess of 90% of votes cast in favour.
An EGM of the Company was held on 18 June 2025. Resolution 1 related to the following:
• to amend the Company’s Articles of Association by the addition of a new Article 3A, immediately following the pre-existing Article 3 with the
following words: “3A REDEEMABLE SHARES – For the purposes of Article 55(1) of the Companies Law, the Company may, by special resolution,
convert existing non-redeemable limited shares, whether issued or not, into limited shares that are to be redeemed or liable to be redeemed”;
• to issue one ordinary share of no par value (the ‘PSD Trustee Share’) to Apex Financial Services (Corporate) Limited acting in its capacity as
trustee of The Phoenix Spree Deutschland Purpose Trust at a subscription price of £1;
• the conversion and redesignation of the PSD Trustee Share as a ‘non-redeemable ordinary share’ of no par value having the rights and being
subject to the restrictions set out in the amended and restated memorandum and Articles of Association of the Company;
• the conversion and redesignation of all the issued ordinary shares of no par value of the Company other than the PSD Trustee Share into
‘redeemable ordinary shares’ of no par value having the rights and being subject to the restrictions set out in the amended and restated
memorandum and Articles of Association of the Company adopted on 18 June 2025; and
• the adoption of the revised memorandum and Articles of Association tabled as initiated by the Chair of the Company for the purpose of
identification.
2026 Annual General Meeting
The 2026 AGM will be held on or around 23 June 2026 at the registered office of the Company: IFC 5, St. Helier, Jersey JE1 1ST.
A separate notice convening the AGM will be distributed to shareholders with the Annual Report and financial statements on or around 29 May
2026, which includes an explanation of the items of business to be considered at the meeting. A copy of the notice will also be published on the
Company’s website.
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Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Board
• Robert Hingley
(Chair)
• Isabel Robins
• Antonia
Burgess
• Antonia
Burgess (Chair)
• Jonathan
Thompson
• Steven
Wilderspin
• Jonathan
Thompson
(Chair)
• Isabel Robins
• Steven
Wilderspin
• Antonia
Burgess (Chair)
• Jonathan
Thompson
• Isabel Robins
• Steven
Wilderspin
• Isabel Robins
(Chair)
• Antonia
Burgess
• Steven
Wilderspin
• Any two
Independent
Non-executive
Directors
• Isabel Robins
(Chair)
• Jonathan
Thompson
• Antonia
Burgess
Division of Responsibilities
As at the date of the report, the Board comprised five Non-executive Directors. Their biographical details are on pages 46 to 47.
Changes to the composition of the Committees during the year are described in the Nomination Committee report on page 60.
Chairman and Senior Independent Director
The Chair, Robert Hingley, is responsible for the leadership of the Board’s business and setting its agenda, together with the promotion of a culture
of openness and debate, for ensuring that the Directors receive accurate, timely, and clear information and that there is adequate time available
for the discussion of agenda items at each Board meeting. The Chair is deemed by his fellow Board members to be independent in character and
judgement and free of any conflicts of interest. He considers himself to have sufficient time to spend on the affairs of the Company. He has no
significant commitments other than those disclosed in his biography on page 46 and the Board is of the view that the Chair should continue to
lead the Company until the continuation vote at the AGM in 2028.
Antonia Burgess is Senior Independent Director of the Company. She works closely with the Chair, acting as a sounding board when necessary,
serves as an intermediary for the other Directors and shareholders, and takes the lead in the annual evaluation of the Chair by the Directors.
A schedule of responsibilities of the Chair and the Senior Independent Director is available on the Company’s website.
Committees of the Board
At year end, the structure included an Audit Committee, a Risk Committee, a Property Valuation Committee, a Remuneration Committee, a
Nomination Committee, an ESG Committee, and a Market Abuse Regulation Committee.
The terms of reference for the Board Committees, including their duties, are available on the Company’s website at www.phoenixspree.com. The
terms of reference are reviewed annually by the respective Committees, with any changes recommended to the Board for approval.
Management Engagement Committee
It was agreed and disclosed in the Company’s 2020 Annual Report that the role of the Management Engagement Committee be subsumed into
the Board agenda. The Board felt that all Directors would have a crucial view on the Property Advisor, and other key service providers, that should
be captured. Therefore, it was agreed to avoid duplication and subsume the role of the Management Engagement Committee into the Board
agenda rather than appoint all Directors as members of such committee.
Property Valuation Committee
The Property Valuation Committee is responsible for reviewing the property valuations prepared by the Valuation Agent and any further matters
relating to the valuation of the Portfolio. The Property Valuation Committee met four times during the year with the Valuation Agent and the
Property Advisor in attendance to review the outcomes of the valuation process throughout the year and discuss:
• the valuation methodology;
• the sociodemographic and residential market overview; and
• the detail of each semi-annual valuation.
Board and Committee composition as at the date of this report:
• Robert Hingley (Chairman)
• Antonia Burgess (Senior Independent Director)
• Jonathan Thompson
• Isabel Robins
• Steven Wilderspin
Nomination Remuneration Audit Risk
Environmental,
Social and
Governance
(ESG)
Market Abuse
Regulation
Property
Valuation
Corporate Governance Statement continued
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Directors’ Report
The Property Valuation Committee reported its findings on the property valuation to the Board and the Committee was satisfied with the
independent valuation report and values associated with all properties of the Group.
Environmental, Social and Governance Committee
The ESG Committee meets no less than twice a year. It is responsible for approving a strategy for discharging the Company’s ESG strategy,
overseeing the creation of appropriate policies and supporting measures along with monitoring compliance with such policies. The ESG
Committee also ensures that the policies are regularly reviewed and updated in line with national and international regulations.
The ESG Committee has responsibility for deciding upon which environmental guidelines to follow and report against, with the Audit Committee
overseeing how this is reported upon in the Annual Report and financial statements.
ESG consultant Leslye Jourdan, was appointed in January 2023 to support the Company in implementing its ESG policy and strategy. Ms. Leslye
Jourdan has been Head of ESG for the Property Advisor since December 2020, during which time she provided support to the Company’s previous
ESG consultant. Further details on the Company’s ESG policy and strategy can be found in the Corporate Responsibility report on pages 34 to 39.
Risk Committee
The Risk Committee is comprised of Independent Non-executive Directors and meets no less than twice a year and, if required, meetings can also
be attended by the Property Advisor. The Risk Committee is responsible for advising the Board on the Company’s overall risk appetite, tolerance
and strategy. The Risk Committee oversees and advises the Board on the current risk assessment processes, ensuring that both qualitative and
quantitative metrics are used.
The Risk Committee, in conjunction with the Property Advisor, which also carries out its own service provider evaluation, reviews the adequacy
and effectiveness of the Group’s (and its service providers’) internal financial controls and internal control and risk management systems and
reviews and approves the statements to be included in the Annual Report concerning internal controls and risk management.
The Committee monitored and reviewed the internal controls of the Company, which included:
• review of reports on the control systems and their operation within the Property Advisor and the Administrator to determine the effectiveness
of their internal controls respectively;
• annual assurance confirmations provided by key service providers;
• key service provider reports presented to the Board on a quarterly basis from the Property Advisor, Administrator and Compliance Officer; and
• ISAE 3402 Type II reports on the operations of the key service providers, namely the Property Advisor, the Administrator and its delegated
accounting services.
The Board is reliant on the internal controls of service providers, the most material being QSix, Core Immobilien, Apex Financial Services
(Alternative Funds) Limited (‘Apex’) and Baker Tilly. The Board have to be satisfied that the internal control systems of service providers are effective
and report accordingly in the Annual Report.
The Board achieves comfort regarding internal controls of service providers in the following ways:
1) Direct experience. The Board has ongoing experience of how well service providers are carrying out their duties and any individual issues that
arise by exception. The Board and Risk Committee examines and approves the annual business plan and subsequently monitor the quarterly
reporting for large or unusual movements.
2) QSix maintains a comprehensive Financial Position and Prospects Procedures (FPP) Manual that documents all of the Company’s key policies
and procedures (including the financial reporting process for all undertakings included in the consolidated financial statements). This is subject
to annual review and reviewed by all key service providers to make sure that it captures what it needs to and reflects changes in legislation and
other obligations.
3) Independent control reports. Apex provides the Board with an annual control report carried out by an independent accountant. Although this
is more generic in nature, covering their wider business, it does give comfort about their infrastructure and control environment.
4) Compliance. The Company’s Compliance Monitoring Plan covers the Company’s compliance with key legal and regulatory obligations.
Breaches and mitigating action are reported to the Board. The Board meets with the Compliance Officer regularly.
5) Individual consideration of specific risks. The Board and Risk Committee regularly review the Company’s risks and consider mitigation.
From time-to-time, the Risk Committee conducts ‘deep-dives’ into material or topical areas that will give the Committee and Board more
information about specific areas of risk. Where appropriate this includes a briefing from specialist lawyers on technical areas.
6) Engagement with service providers’ key control executives. On an ongoing basis, the QSix Finance Director is asked to meet key compliance,
risk, legal and finance executives of service providers to discuss risk and internal controls.
7) Service providers’ standing. Some key service providers are significant businesses that are regulated by statutory financial or professional
regulators. Significant regulatory problems would be matters of public record.
8) Contractual and service level agreements. The Board regularly reviews service levels and contractual arrangements with service providers.
An annual assessment of performance is conducted where each service provider is asked a comprehensive set of questions relating to their
processes, controls, compliance with relevant law and compliance with PSD’s FPP document.
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Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Corporate Governance Statement continued
During the year, no significant matters of concern were identified with the internal control environment.
During the year, the Risk Committee reviewed reports from the Company’s service providers in respect of their policies on the prevention of
market abuse, cyber crime, anti-bribery, GDPR and whistleblowing/speak up.
The Risk Committee is also responsible for oversight and advice to the Board on the current risk exposures and future risk strategy of the Company.
The Company has in place a risk register to manage and track identified risks, uncertainties and potential emerging risks that the Risk Committee
believes the Company is exposed to. For each risk, the Risk Committee considers, inter alia, its impact on the Company achieving its investment
policy along with the nature and extent of the risk, the mitigants and any driving factors which may increase the risk.
The level of residual risk determined as part of this analysis assists the Board (on the Risk Committee’s recommendation) to determine whether it
is within the Company’s risk appetite and any actions needed to be taken. The risk register is reviewed at least twice a year by the Risk Committee
and serves as a useful component in tracking the principal and emerging risks of the Company.
During the year, the Risk Committee carried out a robust assessment of the principal risks, emerging risks and principal uncertainties facing the
Group, including those that would threaten its business model, future performance, solvency or liquidity. The result of this review, the potential
impact of each type of risk identified and the mitigants put in place are set out in the Principal Risks and Uncertainties section of the Annual Report
on pages 40 to 45.
The Risk Committee also reviews the appropriateness of risk-related matters in the Annual Report and financial statements.
Audit Committee
The membership and activities of the Audit Committee are described in this report on pages 63 to 65.
Nomination Committee
The membership and activities of the Nomination Committee are described in this report on page 60.
Remuneration Committee
The Remuneration Committee deals with matters of Directors’ remuneration. In particular, the Remuneration Committee reviews and makes
recommendations to the Board regarding the ongoing appropriateness and relevance of the Remuneration Policy, Directors’ fee levels and
considers the need to appoint external remuneration consultants.
Further details on remuneration matters are set out in the Directors’ Remuneration Report and Remuneration Policy on pages 66 to 67.
Market Abuse Regulation Committee
The Market Abuse Regulation Committee comprises any two Directors and its responsibilities are to identify inside information when it arises,
understand and ensure compliance with the Company’s disclosure obligations in respect of such inside information, understand and ensure
compliance with the record-keeping and notification obligations of the Company in respect of inside information, and take reasonable steps
to ensure that individuals on the insider list are aware of their legal obligations in respect of insider dealing, unlawful disclosure and market
manipulation.
Board and Committee meetings
The Company holds a minimum of four Board meetings per year to discuss general management, structure, finance, corporate governance,
marketing, risk management, compliance, asset allocation and gearing, contracts and performance. The reports provided by the Company’s
service providers are the principal source of regular information for the Board enabling it to determine policy and to monitor performance,
compliance and controls, which are supplemented by communication and discussions throughout the year. Representatives of the service
providers, including the Property Advisor, attend each quarterly Board meeting to present their reports to the Directors.
The table below sets out the number of scheduled meetings of the Board and Committees held during the year ended 31 December 2025 and the
attendance of individual Directors.
Quarterly Board Audit Risk
Number entitled
to attend
Number
attended
Number entitled
to attend
Number
attended
Number entitled
to attend
Number
attended
R Hingley 4 4 – – – –
I Robins 4 4 5 5 2 1
J Thompson 4 4 5 5 2 2
A Burgess 4 4 – – 2 2
S Wilderspin 4 4 5 5 2 2
Division of Responsibilities continued
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Directors’ Report
Property Valuation Nomination ESG
Number entitled
to attend
Number
attended
Number entitled
to attend
Number
attended
Number entitled
to attend
Number
attended
R Hingley – – 1 1 – –
I Robins 4 4 1 1 2 1
J Thompson 4 4 – – – –
A Burgess 4 4 1 1 2 2
S Wilderspin – – – – 2 2
Remuneration
Market Abuse Regulation
(any 2 Non-Executive Directors)
Number entitled
to attend
Number
attended
Number entitled
to attend
Number
attended
R Hingley – – 4 1
I Robins – – 4 4
J Thompson 1 1 4 1
A Burgess 1 1 4 3
S Wilderspin 1 1 4 4
During the year, ten additional Board meetings were held. These meetings were in respect of:
• the review of the terms and final approval of the refinancing of the Natixis debt;
• the review and final approval of the biannual property valuations;
• the review and approval of documents relating to the EGM and AGM held on 12 March 2025; and
• the approval of the Interim and Annual Report and financial statements.
Information and support for Directors
The Board has a continued professional development programme to assist the Directors in complying with mandatory requirements set by the
Jersey Financial Services Commission. This programme entails the Company’s service providers presenting to the Directors on key topics such as:
• Directors’ continuing obligations under the Listing Rules;
• economic substance;
• The Criminal Finances Act;
• GDPR and cyber security;
• Jersey anti-money laundering, countering of terrorist financing, and countering of proliferation financing legislation;
• ESG and sustainability reporting requirements; and
• German residential law and regulation.
The Directors are also encouraged to attend industry and other seminars covering issues and developments relevant to investment companies,
and Board meetings regularly include agenda items on recent developments in governance and industry issues.
All Directors may take independent professional advice at the Group’s expense in the furtherance of their duties, if necessary.
Company Secretary
All Directors have direct access to the advice of the Company Secretary. The Company Secretary is responsible for supporting the Board to ensure
it has the policies, processes, information, time and resources it needs to function effectively and efficiently and for ensuring that such policies
and procedures are followed. Under the guidance of the Chair, the Company Secretary ensures that appropriate and timely information flows
between the Board, the Committees and the Directors.
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Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Corporate Governance Statement continued
Composition, Succession and Evaluation
Nomination Committee report
The Nomination Committee is responsible for a number of matters pertaining to the structure, size and composition of the Board, succession
planning in respect of Board members and performance evaluation of the Board, its Committees and Board members.
Composition
The Nomination Committee is chaired by Robert Hingley with Antonia Burgess and Isabel Robins as members, all of whom are considered
independent. The Board is satisfied that the Chair of the Nomination Committee has relevant experience and understanding of the Company.
Robert Hingley does not chair any Nomination Committee meetings when dealing with his succession.
Diversity
Diversity is an important consideration in ensuring that the Board and its Committees have the right balance of skills, experience, independence
and knowledge necessary to discharge their responsibilities. The right blend of perspectives is critical to ensuring an effective board and a
successful company.
Board diversity, including, but not limited to, gender, ethnicity, professional and industry-specific knowledge and expertise, understanding of
geographic markets and different cultures, is taken into account when evaluating the skills, knowledge and experience desirable to fill vacancies
on the Board as and when they arise. Board appointments are made based on merit and calibre with the most appropriate candidate, who is the
best fit for the Company, being nominated for appointment and as a result no measurable targets in relation to Board diversity have been set.
At the date of this report, the Board consists of three males and two females. The Committee believes the Directors provide, individually and
collectively, the breadth of skill and experience to manage the Company.
The Committee notes the new recommendations of the FTSE Women Leaders Review and the Parker Review on gender and diversity, as well as
the FCA rules on diversity and inclusion on company boards. Namely, that from accounting periods starting on or after 1 April 2022:
a) at least 40% of individuals on the Board should be women;
b) at least one senior Board position should be held by a woman; and
c) at least one individual on the Board should be from a minority ethnic background.
The Committee continues to develop its succession plan in line with these recommendations, noting that both (a) and (b) are currently satisfied.
There are two female Directors on the Board and one of them, Antonia Burgess, holds the role of Senior Independent Director.
As a Jersey resident Company, the Board must comprise at least two Jersey resident directors and, for tax purposes, each Board meeting should
be held with a majority of directors present in Jersey. This affects the Company’s ability to source ethnic diverse directors. The 2021 census of the
population of Jersey showed that of a population of 103,267, only 4.1% were from a minority ethnic background. Compared to England and Wales
which had a population of 59.6 million in 2021 (2021 being the latest ethnic data to be released for England and Wales), of which 18.3% were from a
minority ethnic background.
In accordance with Listing Rule 6.6.6R(10), the below tables, in the prescribed format, show the gender and ethnic background of the Directors:
Gender identity
Number of
Board members
Percentage on
the Board
Number of
senior positions
on the Board
Men 3 60% 1
Women 2 40% 1
Not specified/prefer not to say – – –
Ethnic background
Number of
Board members
Percentage on
the Board
Number of
senior positions
on the Board
White British or other White (including minority white groups) 5 100% 2
Mixed/Multiple Ethnic Groups – – –
Asian/Asian British – – –
Black/African/Caribbean/Black British – – –
Other ethnic group, including Arab – – –
Not specified/prefer not to say – – –
The data in the above tables was collected through self-reporting by the Directors.
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Directors’ Report
Tenure and succession planning
The Board’s policy regarding tenure of service, including in respect of the Chair, is that any decisions regarding tenure will balance the need to
provide and maintain continuity, knowledge, experience and independence, against the need to periodically refresh the Board composition in
order to maintain an appropriate mix of the required skills, experience, age and length of service.
The Board does not consider that lengthy service in itself necessarily undermines a Director’s independence nor that each Director, including
the Chair, should serve for a finite fixed period. In particular, given the long-term nature of the Company’s assets, the Board may regard a longer
tenure of service as being necessary and desirable. However, a succession plan is in place to allow, subject to re-election, for a staged rotation of
Directors to ensure the continuity and stability of experience remains.
Chairman tenure
The Board does not consider that the independence of the Chair should be determined solely by time served and, in order to align with the
Company’s tenure policy for the maintenance of stability, knowledge and experience, the Board is of the view that the Chair should continue to
lead the Company until the next continuation vote at the AGM in 2028.
This decision has been informed and supported by positive feedback on the Chair’s performance through the annual Board evaluation and
feedback from some of the Company’s largest shareholders.
Overboarding
Prior to appointment to the Board, a director must disclose existing significant commitments and confirm that they are able to allocate sufficient
time to the business of the Company. In addition, a Director must consult the Chair or Senior Independent Director from time to time prior to
taking on any new listed, conflicted, time consuming or otherwise material board appointments and promptly notify the Company Secretary
of any new board appointments which they take on. On an annual basis, through the Board’s internal evaluation, as described below, each
Director’s continuing ability to meet the time requirements of the role is assessed by considering, amongst other things, their attendance at Board,
Committee and other ad hoc meetings and events of the Company held during the year as well as the nature and complexity of other, both public
and private, roles held.
Directors’ attendance at all Board and Committee meetings held during the year is detailed on pages 58 to 59. None of the Directors holds an
executive position of a public company or chairs a public operating company.
The Committee believes all the Directors have sufficient time to meet their Board responsibilities.
Board evaluation
Pursuant to the AIC Code, all FTSE 350 companies should conduct an external Board evaluation at least every three years. The Board has
historically followed this provision. In the intervening years, internal performance evaluations are carried out by the means of questionnaires. The
aim of the evaluation is to recognise the strengths, address any weaknesses and consider improvements to the Board process. The evaluation is
designed to ensure that the Board meets its objectives and effectiveness is maximised.
The evaluations focus on the following issues:
• the frequency of meetings and the business transacted;
• the workload of each forum;
• diversity and how effectively members work together to achieve objectives;
• the timing, level of detail and appropriateness of information put before meetings;
• the reporting process from Committees to the Board and the delegation process itself;
• the levels of expertise available within the membership of the Committees and the need for selection of and the use of external consultants; and
• the effectiveness of internal controls following the review and report of the Audit Committee.
The Chair acts on the results of the evaluation by recognising the strengths and addressing any weaknesses of the Board. Each Director engages
with the process and takes appropriate action where development needs have been identified.
The last external evaluation was conducted in 2025, the next evaluation is planned for 2028.
The 2025 external performance evaluation of the Board and the Chair was overseen by the Senior Independent Director through an independent
board evaluator.
The results of the 2025 Board evaluation were reviewed and discussed by the Nomination Committee and subsequently by the Board. Based
on the results, the role of the Board and the Committees was performed in an efficient, positive and professional manner and the Nomination
Committee had no particular concerns to raise.
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Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Composition, Succession and Evaluation continued
Re-election
All newly appointed Directors stand for election by the shareholders at the next AGM following their appointment. There are provisions in the
Company’s Articles of Association which require Directors to seek re-election at the AGM held in the third calendar year following the year in
which they were elected or last re-elected. Beyond these requirements, the Board has agreed a policy whereby all Directors will seek annual
re-election at the Company’s AGM, in accordance with the AIC Code. The AGM circular issued to shareholders will set out sufficient biographical
details and specific reasons why each Director’s contribution is, and continues to be, important to the Company’s long-term sustainable success
in order to enable shareholders to make an informed decision.
All Directors were re-elected at the 2025 AGM.
Audit, risk and internal control
The Company’s approach to compliance with the AIC Code in respect of audit is set out in the Audit Committee report on pages 63 to 65.
The Company’s approach to compliance with the AIC Code in respect of risk and internal control is described under ‘Risk Committee’ within the
Division of Responsibilities section on page 57.
Remuneration
The Company’s approach to compliance with the AIC Code in respect of remuneration is set out in the Directors’ Remuneration Report
on pages 66 to 67.
Corporate Governance Statement continued
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Directors’ Report
Audit Committee Report
Audit, risk and internal control
This report provides details of the role of the Audit Committee and the duties it has undertaken during the year under review.
Composition of the Audit Committee
The Audit Committee is chaired by Jonathan Thompson with Isabel Robins and Steven Wilderspin as members. The qualifications and experience
of the members of the Audit Committee during the financial year are set out in their biographical details on pages 46 to 47. The Board considers
that the Committee Chair, a chartered accountant, has recent and relevant experience as required by the provisions of the AIC Code.
Meetings
The Audit Committee is scheduled to meet no less than twice a year and, if required, meetings can also be attended by the Property Advisor, the
Company Secretary and the external auditor. The external auditor is not present when their performance and/or remuneration is discussed. The
number of Committee meetings held, and attendance of the members is detailed on pages 58 to 59.
Summary of the role of the Audit Committee
The Audit Committee is responsible for reviewing the Interim and Annual Report and financial statements and recommends them to the Board for
approval. The role of the Audit Committee includes:
• Monitoring the integrity of the Annual Report and financial statements of the Group, covering:
– formal announcements relating to the Group’s financial performance;
– significant financial reporting issues and judgements;
– review of the Company’s going concern and viability statements;
– matters raised by the external auditors;
– the appropriateness of accounting policies and practices; and
– consideration of the Company’s progress of relative sales processes to determine non-current assets held for sale, such processes requiring
significant judgement in assessing a complex range of commercial factors in the context of the purpose, objectives and operational norms
of the Company and its sector.
• Reviewing and considering the AIC Code and FRC Guidance with respect to the financial statements.
• Monitoring the quality and effectiveness of the independent external auditors, which includes:
– meeting regularly to discuss the audit plan and the subsequent audit report;
– developing a policy on the engagement of the external auditor to supply non-audit services and considering the level of fees for both audit
and non-audit services;
– reviewing independence, objectivity, expertise, resources and qualification; and
– conducting the tender process and making recommendations to the Board on the appointment, reappointment, replacement and
remuneration of the external auditors.
• Reviewing the Group’s procedures for prevention, detection and reporting of fraud, bribery and corruption.
• Monitoring and reviewing, in conjunction with the Risk Committee, the internal control and risk management systems of the service providers.
• The ESG Committee has responsibility for deciding upon which environmental guidelines to follow and report against and the Audit
Committee oversees how this is reported upon in the Annual Report and financial statements.
The Audit Committee’s full terms of reference can be obtained from the Company’s website www.phoenixspree.com.
Financial reporting
The Audit Committee reviewed the Company’s Annual Report and financial statements to conclude whether it is fair, balanced, understandable,
comprehensive, and consistent with prior years and how the Board assess the performance of the Company’s business during the financial year,
as required by the AIC Code.
As part of this review, the Committee considered if the Annual Report and financial statements provided the information necessary to shareholders
to assess the Company’s position and performance, strategy and business model, and reviewed the description of the Company’s KPIs as well as
updated the governance section of the Annual Report.
The Committee presented its recommendations to the Board, and the Board concluded that it considered the Annual Report and financial
statements, taken as a whole, to be fair, balanced and understandable and to provide the information necessary for shareholders.
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Corporate Governance Statement continued
Audit Committee Report continued
Monitoring the significant issues related to the financial statements, viability and going concern
After discussions with the Property Advisor and the external auditor, the Committee determined that the key risk of material misstatement of the
Company’s financial statements was in relation to the valuation of investment property.
Valuation of investment property Mitigation
A significant focus for the Audit Committee is the valuation of the
Group’s property Portfolio carried out at half year in June and at the
financial year end in December each year, as this is a key determinant
of the Group’s IFRS NAV, EPRA NTA, its profit or loss and the Property
Advisor’s remuneration.
The Group has appointed JLL to act as the Independent Property
Valuer (the ‘Valuer’). The Audit Committee is satisfied that the Valuer
is independent and that it conducts its work in accordance with the
Royal Institution of Chartered Surveyors Valuation Standards.
The Property Valuation Committee reviews the Valuer’s report, the
methodology adopted and the assumptions incorporated to assess
the adequacy of the valuation. They also meet the independent Valuer,
JLL, as part of the valuation review.
External audit
Assessing the effectiveness of the external audit process
The Audit Committee reviews the effectiveness of the external audit carried out by the Auditor on an annual basis, considering performance,
objectivity, independence, relevant experience and materiality. To assess the effectiveness of the external auditor, the Committee considered:
• the external auditor’s fulfilment of the agreed audit plan and variations from it, if any;
• the external auditor’s report to the Committee highlighting any issues that arose during the audit; and
• feedback from the Property Advisor, accountants and Administrator evaluating the performance of the audit team.
In accordance with rotational requirements applicable to companies listed on the London Stock Exchange to ensure audit independence,
the Company last conducted an audit tender during 2024. It was concluded that RSM continued to meet the required levels of independence,
objectivity, and performance, and was subsequently recommended by the Board, and reappointed by shareholders, as the Company’s auditor at
the 2025 AGM. The current audit partner, Mr. David Hough, was appointed in 2024 and will be replaced following the conclusion of the 2028 audit.
The Chair of the Committee maintained regular contact with the Company’s audit partner throughout the year and met him prior to the finalisation
of the audit of the 2025 annual financial statements, without the Property Advisor present, to discuss how the external audit was carried out, the
findings from the audit, and whether any issues had arisen from the Auditor’s interaction with the Company’s various service providers.
In addition, the Auditor attended Audit Committee meetings throughout the year, which allowed the Auditor the opportunity to challenge
management’s judgement and discuss any matters it wished to raise. During these meetings, the Auditor demonstrated its understanding
of the Company’s business risks and the consequential impact on the risks included in the financial statements.
As part of the audit planning process, the audit partner met with the Audit Committee Chair and the Property Advisor to discuss the risk profile
of the business. The audit plan was presented to and approved by the Audit Committee in December 2025. The audit partner met again with the
Chair of the Audit Committee in April 2026 to discuss the Auditor’s draft audit report and opinion prior to the release of the accounts.
Audit and non-audit fees
The following table summarises the remuneration paid to RSM for audit and non-audit-related services during the year ended 31 December 2025:
2025
£
2024
£
Audit 236,000 225,000
Agreed upon procedures – Interim Report 33,000 31,500
Total 269,000 256,500
Independence and objectivity
The Audit Committee has considered the independence and objectivity of the Auditor and has conducted a review of non-audit services which
the Auditor has provided during the year under review. The Audit Committee receives an annual assurance from the Auditor that its independence
is not compromised by the provision of such non-audit services.
The Audit Committee is satisfied that the Auditor’s objectivity and independence is not impaired by the performance of these non-audit services
and that the Auditor has fulfilled its obligations to the Company and its shareholders.
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Directors’ Report
Group policy on the provision of non-audit services by the auditor
The Committee has an established policy for the commission of non-audit work from the Group’s auditor.
The external auditor is excluded from providing non-audit services to the Group where the objectives of such assignments are inconsistent with
the objectives of the audit. No work is awarded to the Auditor which would result in an element of self-review, either during the work or via the
audit itself. Additionally, the external auditor is excluded from providing any services to the Property Advisor.
The Committee will continue to approve all non-audit fees prior to the work commencing and review the non-audit fees in aggregate for the year.
Risk management and internal control
Details of how the Risk Committee oversees and advises the Board on the current risk assessment processes is set out on page 57 and of its
assessment of the principal and emerging risks is set out on pages 40 to 45.
Jonathan Thompson
Chair of the Audit Committee
22 April 2026
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Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Remuneration
Directors’ Remuneration Report
Statement from the Chair of the Remuneration Committee
As set out on page 59 of the Corporate Governance Statement, the Remuneration Committee comprises Antonia Burgess (Chair), Jonathan
Thompson and Steven Wilderspin. The Committee is responsible for setting the Directors’ remuneration levels, including in respect of the Chair,
with consideration of the following:
• levels of Directors’ remuneration should reflect the time commitment and responsibilities of the role;
• Non-executive Directors’ remuneration should not include share options or other performance-related elements;
• careful consideration should be given to what compensation commitments entail in the event of early termination of a Director’s appointment;
• notice of contract periods should be set at one year or less;
• no Director should be involved in deciding his or her own remuneration;
• consideration of remuneration in other companies of comparable scale and complexity; and
• independent judgement and discretion should be exercised when authorising remuneration outcomes, taking account of Company and
individual performance and wider circumstances.
The Committee reviews Directors’ fees on an annual basis. In the year under review, no changes were proposed by the Committee.
As detailed in its terms of reference, a copy of which is available on the Company’s website, the Committee has full authority to appoint
remuneration consultants and to commission or purchase any reports, surveys or information which it deems necessary at the expense of the
Company. The Committee is also responsible for reviewing the ongoing appropriateness and relevance of the Director’s Remuneration Policy.
Remuneration Report
The Directors’ Remuneration Report provides details on remuneration in the year. Although it is not a requirement under Companies (Jersey)
Law 1991 (as amended) to have the Directors’ Remuneration Report or the Directors’ Remuneration Policy approved by shareholders, the Board
believes that as a company whose shares are listed on the London Stock Exchange, it is good practice for it to do so.
The Directors’ Remuneration Report is put to shareholder vote every year and as such, a resolution will also be put to shareholders at the
Company’s 2026 AGM to receive and approve the Directors’ Remuneration Report.
This report is not subject to audit.
Approval of the Directors’ Remuneration Report for the year ended 31 December 2025
The Directors’ Remuneration Report for the year ended 31 December 2024 was approved by shareholders at the AGM held on 18 June 2025. The
votes cast by proxy were as follows:
Directors’ Remuneration Report
Number of
votes cast
% of
votes cast
For 51,611,102 99.44%
Against 288,309 0.56%
At Chairman’s discretion – 0%
Total votes cast 51,719,521 100%
Number of votes withheld 9,041 –
Directors’ remuneration for the year ended 31 December 2025
The fees paid to the Directors for the year ended 31 December 2025 (and prior year) are set out below:
Audited
2025 2024
Directors’ fee
£
Expenses
£
Total
£
Directors’ fee
£
Expenses
£
Total
£
R Hingley 50,000 1,549.17 51,549.17 50,000 430 50,430
I Robins 45,000 580.07 45,580.07 45,000 212 45,212
J Thompson 45,000 1,780.31 46,780.31 45,000 984 45,984
A Burgess 45,000 427.16 45,427.16 45,000 314 45,314
S Wilderspin 45,000 1,668.39 46,668.39 45,000 375 45,375
Total 230,000 6,005.1 236,005.1 230,000 2,315 232,315
Directors’ interests
There is no requirement under the Company’s Articles of Association for the Directors to hold shares in the Company. At 31 December 2025, the
interest of the Directors in the ordinary shares of the Company are set out on the next page:
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Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Directors’ Report
31 December
2025
31 December
2024
Robert Hingley 5,150 5,150
Jonathan Thompson 7,337 7, 337
Steven Wilderspin 6,500 –
There have been no changes to the interests of the Directors between 31 December 2025 and the date of this report.
Remuneration Policy
The Directors’ Remuneration Policy is put to shareholder vote at least once every three years, and in any year, if there is to be a change in the Directors’
Remuneration Policy. The current Remuneration Policy was put to, and approved, by shareholders at the AGM held on 28 June 2023 and, as there
was no change in the way in which the policy was implemented during the course of the last financial year, there is was no requirement for the policy
to be put to shareholders for approval at the 2025 AGM.
The Remuneration Policy provisions set out below will apply until they are next put to shareholders for renewal of that approval which, as explained
above, will take place in any year where there is to be a change to the policy and, in any event, at least once every three years. A resolution to approve
the Directors’ Remuneration Policy was last approved by the shareholders on 28 June 2023 and will be proposed at the Company’s AGM to be held
on or around 23 June 2026.
In accordance with the AIC Code, no Director is involved in deciding his/her own remuneration.
The Group’s policy, designed to support strategy and promote long-term sustainable success of the Company, is that the remuneration of the
Directors should reflect the experience of the Board as a whole, the time commitment required, and be fair and comparable with that of other
similar companies. Furthermore, the level of remuneration should be sufficient to attract and retain the Directors needed to oversee the Group
properly and to reflect its specific circumstances. There were no Director fee increases during the year under review.
The aggregate of all the Directors’ remuneration is subject to an annual cap of £400,000 or such higher amount as may from time to time be
determined by ordinary resolution of the Company in accordance with the Company’s Articles of Association and shall be reviewed annually.
Any Director or any subsidiary of the Company (including for this purpose the office of Chair or deputy Chair whether or not such office is held in
an executive capacity), or who serves on any committee of the Directors, or who is involved in ad hoc duties beyond those normally expected as
part of their appointment, may be paid such extra remuneration by way of salary, commission or otherwise, or may receive such other benefits as
the Directors may determine. Any additional remuneration will not be ‘variable’ in that it will not be linked to the performance of the Company.
The Company may pay on behalf of, or repay to, any Director all such reasonable expenses as he/she may incur in attending and returning from meetings
of the Directors or of any Committee of the Directors or shareholders’ meetings or otherwise in connection with the business of the Company.
Directors’ fee levels
The Board has set two levels of fees: one for the Chair and one for the Directors. Additional fees are paid to the director who chairs the Audit
Committee and those directors who are resident in Jersey, reflecting local commitments, including acting as directors of Jersey-based
subsidiaries. Fees are reviewed annually in accordance with the above policy. The fee for any new Director appointed will be determined on the
same basis. The basic and additional fees payable to Directors in respect of the year ended 31 December 2025 and the expected fees payable in
respect of the year ending 31 December 2026 are set out in the table below:
Expected annual fees for the
year to 31 December 2026
£
Annual fees for the year
ended 31 December 2025
£
Chairman 55,000 50,000
Chair of the Audit Committee 49,500 45,000
Non-executive Directors 44,000 40,000
Additional Jersey resident Director fee 5,500 5,000
Total remuneration paid to Directors 253,000 230,000
Approval
The Directors’ Remuneration Report was approved by the Board and signed on its behalf by:
Antonia Burgess
Chair of the Remuneration Committee
22 April 2026
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Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Statement of Directors’ Responsibilities
The Directors are responsible for preparing the Strategic Report, the Directors’ Report, the Directors’ Remuneration Report and the financial
statements in accordance with applicable law and regulations.
Jersey company law requires the Directors to prepare Group financial statements for a period of not more than 18 months in accordance with
generally accepted accounting principles. The Directors have elected under Jersey company law to prepare the Group financial statements
in accordance with International Financial Reporting Standards (IFRS) adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the
European Union and are required under the Listing Rules of the Financial Conduct Authority to prepare the Group financial statements in
accordance with UK-adopted International Accounting Standards (UK IAS).
The financial statements of the Group are required by law to give a true and fair view of the state of the Group’s affairs at the end of the financial
period and of the profit or loss of the Group for that period and are required by IFRS adopted pursuant to Regulation (EC) No 1606/2002 as it
applies in the European Union and UK IAS to present fairly the financial position and performance of the Group.
In preparing the Group financial statements, the Directors should:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• state whether they have been prepared in accordance with IFRS adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the
European Union and UK IAS; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The Directors are responsible for keeping accounting records which are sufficient to show and explain the Group’s transactions and are such as to
disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the Group financial statements
comply with the requirements of the Companies (Jersey) Law 1991 (as amended), IFRS adopted pursuant to Regulation (EC) No 1606/2002 as it
applies in the European Union and UK IAS. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable
steps for the prevention and detection of fraud and other irregularities.
Directors’ statement pursuant to the Disclosure and Transparency Rules
Each of the Directors, whose names and functions are listed on pages 46 to 47 confirm that, to the best of each person’s knowledge:
• the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets,
liabilities, financial position and profit of the Group; and
• the Strategic Report contained in the Annual Report includes a fair review of the development and performance of the business and the
position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks
and uncertainties that they face.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Phoenix Spree
Deutschland Limited website.
Legislation in Jersey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Approval
The Statement of Directors’ Responsibilities was approved by the Board and signed on its behalf by:
Antonia Burgess
Director
22 April 2026
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Financial Statements
Independent Auditor’s Report
To the members of Phoenix Spree Deutschland Limited
Opinion
We have audited the financial statements of Phoenix Spree Deutschland Limited and its subsidiaries (the ‘group’) for the year ended 31 December
2025 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated
Statement of Changes in Equity, the Consolidated Statement of Cash Flows and notes to the financial statements, including significant accounting
policies. The financial reporting framework that has been applied in their preparation is applicable law and international financial reporting
standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union.
In our opinion:
• the financial statements give a true and fair view of the state of the group’s affairs as at 31 December 2025 and of the group’s loss for the year
then ended;
• have been properly prepared in accordance with international financial reporting standards adopted pursuant to Regulation (EC) No
1606/2002 as it applies in the European Union; and
• have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991.
Separate opinion in relation to UK-adopted International Accounting Standards
As explained in note 2.1 to the financial statements, the Group in addition to complying with its legal obligation to apply international financial
reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union, has also applied UK-adopted
International Accounting Standards.
In our opinion the financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2025 and
of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with UK-adopted International
Accounting Standards.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of
the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical
Standard as applied to listed public interest entities and we have fulfilled our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Summary of our audit approach
Key audit matters
Valuation of investment properties held by the group
Materiality
Overall materiality: €5,400,000 (2024: €5,520,000)
Performance materiality: €4,050,000 (2024: €4,140,000)
Scope
Our audit procedures covered 100% of revenue, total assets and profit before taxation.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the group financial statements
of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified,
including those which had the greatest effect on the overall audit strategy, the allocation of resources in the audit and directing the efforts of the
engagement team. These matters were addressed in the context of our audit of the group’s financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
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Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Independent Auditor’s Report continued
To the members of Phoenix Spree Deutschland Limited
Valuation of investment properties held by the Group
Key audit matter description
The group owns a portfolio of residential and commercial investment properties. The total value of
the portfolio reported in the financial statements at 31 December 2025 was €540.1m (2024: €552.8m),
including properties designated as held for sale. These properties are all in Germany and predominately
in Berlin.
The accounting policy in respect of investment properties is to hold them at fair value in the financial
statements, and to recognise the movement in the value in the accounting period in the Consolidated
Statement of Comprehensive Income. The group has appointed an independent valuation expert (‘the
valuer’) in determining the fair value of the investment properties at 31 December 2025.
The valuation of investment properties involves the use of assumptions and judgements and the
group’s approach to the risks associated with valuation of investment properties is detailed in the Audit
Committee report on pages 63 to 65; the significant accounting judgements and estimates on pages 87
to 88; significant accounting policies on pages 80 to 82 and notes 16 and 17 to the Financial Statements
on pages 93 to 96.
The audit risk relating to the valuation of investment properties at the year-end date is considered to be
one of most significance in the audit and was therefore determined to be a key audit matter due to the
magnitude of the total amount, the potential impact of the movement in value on the reported results,
and the subjectivity of the valuation process.
How the matter was
addressed in the audit
Our audit work included:
• Assessing the valuer’s qualifications, expertise and terms of engagement and assessing their
independence and objectivity.
• Auditing on a sample basis the inputs provided by the Property Advisor to the valuer and checking
that these were consistent with the underlying accounting records.
• Assessing the challenge provided by the Valuation Committee of the Board to the valuation.
• Obtaining a confirmation from the Group’s solicitors to confirm the existence and ownership
of all properties.
• Identifying the largest properties by value, and the properties where there were unusual movements
in value compared to the average or the previous year and discussing and challenging the valuation
of these properties with the Property Advisor and Valuer, as well as obtaining evidence to support the
explanations received.
• Challenging the valuer on the appropriateness of key assumptions in their valuation.
• Considering the valuations in light of profits/losses on disposal made in the year and post year end.
• Visiting a sample of properties to confirm existence and consider evidence of inconsistencies with the
valuation report or explanations received.
• Engaging an independent auditor’s expert to assist us in challenging assumptions made by the valuer
in respect of the Berlin property market, including commenting on a sample of individual properties
and in assessing the appropriateness of the methodology and assumptions used in the valuation.
Key observations
Disclosure of the impact of the key judgements and estimates applied in respect of the valuation of
investment properties is given in notes 4 and 16 to the financial statements. Based on the results of the
audit procedures outlined above, we have no observations to report.
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Financial Statements
Our application of materiality
When establishing our overall audit strategy, we set certain thresholds which help us to determine the nature, timing and extent of our audit procedures.
When evaluating whether the effects of misstatements, both individually and on the financial statements as a whole, could reasonably influence the
economic decisions of the users we take into account the qualitative nature and the size of the misstatements. Based on our professional judgement,
we determined materiality as follows:
Overall materiality
€5,400,000 (2024: €5,520,000).
Basis for determining overall materiality
1% of property valuation (2024: 1% of property valuation).
Rationale for benchmark applied
We determined that key users of the Group’s financial statements are primarily focused on the valuation
of the Group’s investment properties.
Performance materiality
€4,050,000 (2024: €4,140,000).
Basis for determining performance
materiality
75% of overall materiality (2024: 75% of overall materiality).
Reporting materiality levels for
transactions where materiality levels
are lower than overall materiality
Certain items within the income statement were audited to a lower specific materiality figure of
€393,000 (2024: €503,000) based on 5% of losses before tax (excluding fair value adjustments).
These included revenue, expenses, finance costs and taxation.
Reporting of misstatements to the
Audit Committee
Misstatements in excess of €135,000 (2024: €138,000) and misstatements below that threshold that,
in our view, warranted reporting on qualitative grounds.
An overview of the scope of our audit
The group consists of one component. Our audit scope covered 100% of group revenue, group profit and total group assets and was performed
to the materiality levels set out above.
All audit work was completed by the group audit team and no component auditors were used in our audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors’ assessment of the group’s ability to continue to adopt the going concern basis
of accounting included:
• obtaining an understanding of management’s going concern evaluation;
• assessing the information used in the going concern assessment for consistency with management’s plans and information obtained through
our other audit work;
• checking the integrity and mathematical accuracy of the forecasts;
• confirming covenant compliance;
• evaluating management’s sensitivity analysis;
• reviewing the appropriateness of disclosures in respect of the going concern basis, including in the viability statement.
We concluded that the directors’ assessment was appropriate in the circumstances.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the group’s ability to continue as a going concern for a period of at least twelve months from when
the financial statements are authorised for issue.
In relation to entity reporting on how they have applied the AIC Code of Corporate Governance, we have nothing material to add or draw attention
to in relation to the directors’ statement in the financial statements about whether the directors considered it appropriate to adopt the going concern
basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Independent Auditor’s Report continued
To the members of Phoenix Spree Deutschland Limited
Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor’s report
thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements
does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance
conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in
the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to which the Companies (Jersey) Law 1991 requires us to report to you if,
in our opinion:
• proper accounting records have not been kept by the company, or proper returns adequate for our audit have not been received from
branches not visited by us; or
• the financial statements are not in agreement with the accounting records and returns; or
• we have failed to receive all the information and explanations which, to the best of our knowledge and belief, was necessary for our audit.
Corporate governance statement
We have reviewed the directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance
Statement relating to the company’s compliance with the provisions of the AIC Code of Corporate Governance specified for our review
by the Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance
Statement is materially consistent with the financial statements or our knowledge obtained during the audit:
• Directors’ statement with regards the appropriateness of adopting the going concern basis of accounting and any material uncertainties
identified set out on page 50;
• Directors’ explanation as to their assessment of the group’s prospects, the period this assessment covers and why this period is appropriate set
out on page 50;
• Directors’ statement on whether it has a reasonable expectation that the group will be able to continue in operation and meets its liabilities set
out on page 50.
• Directors’ statement on fair, balanced and understandable set out on page 52;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on pages 40 to 43;
• The section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on page
57; and,
• The section describing the work of the audit committee set out on page 63.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 68, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary
to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate
the group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
The extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit
evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in
the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have
a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations
identified during the audit.
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Financial Statements
In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to
obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing
appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.
However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity’s
operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the group audit engagement team:
• obtained an understanding of the nature of the industry and sector, including the legal and regulatory frameworks that the group operates
in and how the group is complying with the legal and regulatory frameworks;
• inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities,
including any known actual, suspected or alleged instances of fraud;
• discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where
the financial statements may be susceptible to fraud having obtained an understand of the overall control environment.
The most significant laws and regulations were determined as follows:
Legislation/Regulation Additional audit procedures performed by the Group audit engagement team included:
IFRS and Companies (Jersey) Law 1991;
AIC Code of Corporate Governance;
Listing and Transparency Rules
• Review of the financial statement disclosures and testing to supporting documentation.
• Completion of disclosure checklists to identify areas of non-compliance.
• Review of the financial statement disclosures by a specialist in Jersey company law.
Tax compliance regulations
• Inspection of advice received by the group from its tax advisors.
• Inspection of correspondence with tax authorities in the jurisdictions in which the group operates.
The Codes of Practice for Certified
Funds in Jersey
• Review by a specialist in Jersey regulatory compliance of the Company’s compliance with
local regulatory requirements in its country of incorporation, Jersey, specifically The Codes
of Practice for Certified Funds. The review covered correspondence with the Jersey Financial
Services Commission (JFSC), the breaches errors and complaints registers, compliance with CPD
requirements, and the quarterly reports made by the compliance officer to the Board.
The areas that we identified as being susceptible to material misstatement due to fraud were:
Risk Audit procedures performed by the audit engagement team:
Management override of controls
• Testing the appropriateness of journal entries and other adjustments;
• Assessing whether the judgements made in making accounting estimates, in particular in respect
of investment property valuations, are indicative of a potential bias; and
• Evaluating the business rationale of any significant transactions that are unusual or outside the
normal course of business.
Valuation of investment properties
• Audit procedures performed on valuation of investment properties are outlined in the Key Audit
Matters section of this audit report.
A further description of our responsibilities for the audit of the financial statements is included in appendix 1 of this auditor’s report. This description,
which is located on page 74 forms part of our auditor’s report.
Other matters which we are required to address
Following the recommendation of the audit committee, we were appointed by the Directors on 16 December 2014 to audit the financial
statements for the year ending 31 December 2014 and subsequent financial periods.
The period of total uninterrupted consecutive appointment is 12 years, covering the years ending 31 December 2014 to 31 December 2025. The Audit
Committee carried out an audit tender process in 2023 after which we were reappointed to conduct the audit.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group and we remain independent of the group in
conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee in accordance with ISAs (UK).
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Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Independent Auditor’s Report continued
To the members of Phoenix Spree Deutschland Limited
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Article 113A of the Companies (Jersey) Law 1991. Our audit
work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report
and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and
the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rules, these financial statements will form part of the
Annual Financial Report prepared in Extensible Hypertext Markup Language (XHTML) format and filed on the National Storage Mechanism of the
UK FCA. This auditor’s report provides no assurance over whether the annual financial report has been prepared in XHTML format.
David Hough
For and on behalf of RSM UK Audit LLP
Auditor
Chartered Accountants
25 Farringdon Street
London
EC4A 4AB
22 April 2026
Appendix 1: Auditor’s responsibilities for the audit of the financial Statements
As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit.
We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from error as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control. We include an explanation in the auditor’s report of the extent to
which the audit was capable of detecting irregularities, including fraud.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made
by the directors.
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in
the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained
up to the date of our auditor’s report. However, future events or conditions may cause the group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial
statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Plan and perform the Group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
units within the Group as a basis for forming an opinion on the Group financial statements. We are responsible for the direction, supervision
and review of the audit work performed for purposes of the Group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence,
including the FRC’s Ethical Standard as applied to listed public interest entities, and communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit
of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s
report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.
We are required to include in the auditor’s report an explanation of how we evaluated management’s assessment of the group’s ability to continue
as a going concern and, where relevant, key observations arising with respect to that evaluation.
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Financial Statements
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2025
| Year ended | Year ended | ||
| 31 December | 31 December | ||
| 2025 | 2024 | ||
| Notes | €’000 | €’000 | |
| Continuing operations | |||
Revenue | 6 | ||
Property expenses | 7 | ( | ( |
Gross profit | |||
Administrative expenses | 8 | ( | ( |
Loss on disposal of investment properties (including investment property held for sale) | 10 | ( | ( |
Investment property revaluation loss | 11 | ( | ( |
Operating loss | ( | ( | |
Finance income | 12 | ||
Finance costs | 12 | ( | ( |
Loss on derivatives | 12 | ( | ( |
Loss on disposal of subsidiary | 15 | ( | |
Loss before taxation | ( | ( | |
Income tax credit/(expense) | 13 | ( | |
Loss after taxation | ( | ( | |
Other comprehensive income | |||
Total comprehensive loss for the year | ( | ( | |
| Total comprehensive income attributable to: | |||
Owners of the parent | ( | ( | |
Non-controlling interests | ( | ( | |
( | ( | ||
| Earnings per share attributable to the owners of the parent: | |||
| From continuing operations | |||
Basic (€) | 27 | ( | ( |
Diluted (€) | 27 | ( | ( |
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Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Consolidated Statement of Financial Position
At 31 December 2025
Notes
| As at | As at | ||
| 31 December | 31 December | ||
| 2025 | 2024 | ||
| €’000 | €’000 | ||
| ASSETS | |||
| Non-current assets | |||
Investment properties | 16 | ||
Property, plant and equipment | 18 | ||
Other financial assets at amortised cost | 19 | ||
Derivative financial instruments | 24 | ||
| Current assets | |||
Trade and other receivables | 20 | ||
Cash and cash equivalents | 21 | ||
Investment properties – held for sale | 17 | ||
Total assets | |||
| EQUITY AND LIABILITIES | |||
| Current liabilities | |||
Borrowings | 22 | ||
Trade and other payables | 23 | ||
Current tax | 13 | ||
| Non-current liabilities | |||
Borrowings | 22 | ||
Deferred tax liability | 13 | ||
Total liabilities | |||
| Equity | |||
Stated capital | 25 | ||
Treasury shares | 25 | ( | ( |
Retained earnings | |||
Equity attributable to owners of the parent | |||
Non-controlling interest | 26 | ||
Total equity | |||
Total equity and liabilities |
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Financial Statements
Consolidated Statement of Changes in Equity
For the year ended 31 December 2025
| Attributable to the owners of the parent | ||||||
| Stated | Treasury | Retained | Non-controlling | Total | ||
| capital | shares | earnings | Total | interest | equity | |
| €’000 | €’000 | €’000 | €’000 | €’000 | €’000 | |
| Balance at 1 January 2024 | ||||||
Comprehensive income: | ( | |||||
Loss for the year | ( | ( | ( | ( | ||
Other comprehensive income | ||||||
Total comprehensive income for the year | ( | ( | ( | ( | ||
Balance at 31 December 2024 | ( | |||||
| Comprehensive income: | ||||||
Loss for the year | ( | ( | ( | ( | ||
Other comprehensive income | ||||||
Total comprehensive income for the year | ( | ( | ( | ( | ||
Balance at 31 December 2025 | ( |
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Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Consolidated Statement of Cash Flows
For the year ended 31 December 2025
| Year ended | Year ended | ||
| 31 December | 31 December | ||
| 2025 | 2024 | ||
| Notes | €’000 | €’000 | |
Loss before taxation | ( | ( | |
| Adjustments for: | |||
Finance income | ( | ( | |
Finance costs | |||
Loss on interest derivatives | |||
Loss on disposal of investment property | |||
Loss on disposal of subsidiary | |||
Investment property revaluation loss | |||
Depreciation | |||
Operating cash flows before movements in working capital | |||
(Increase)/decrease in receivables | ( | ||
Increase in payables | |||
Cash generated from operating activities | |||
Income tax paid | ( | ( | |
Net cash generated from operating activities | |||
| Cash flow from investing activities | |||
Proceeds on disposal of investment property (net of disposal costs) | |||
Proceeds on disposal of investment property received in advance | |||
Interest received | |||
Capital expenditure on investment property | ( | ( | |
Additions to property, plant and equipment | ( | ( | |
| Subsidiary disposal in year: | |||
Net proceeds received on disposal of subsidiary | 15 | ||
Subsidiary disposal costs | 15 | ( | |
Net cash generated from investing activities | |||
| Cash flow from financing activities | |||
Interest paid on bank loans | ( | ( | |
Interest received on interest rate swaps | |||
Termination payments received on swaps | |||
Interest paid on interest rate swaps | ( | ( | |
Premium paid on interest rate cap | ( | ||
Loan arrangement fees paid | ( | ||
Repayment of bank loans | ( | ( | |
Drawdown on bank loan facilities | |||
Net cash used in financing activities | ( | ( | |
Net (decrease)/increase in cash and cash | ( | ||
Cash and cash equivalents at beginning of year | |||
Cash and cash equivalents at end of year |
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Financial Statements
Reconciliation of Net Cash Flow to Movement in Debt
For the year ended 31 December 2025
Notes
Year ended
31 December
2025
€’000
Year ended
31 December
2024
€’000
Cashflow from decrease in debt financing (16,110) (11,450)
Loan arrangement fees paid (1,415) –
Change in net debt resulting from cash flows (17,525) (11,450)
Non-cash changes from increase in debt financing 2,265 1,085
Loans relinquished on disposal of subsidiary undertaking 15 – (43,018)
Movement in debt in the year (15,260) (53,383)
Debt at the start of the year 267,860 321,243
Debt at the end of the year 22 252,600 267,860
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Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Notes to the Consolidated Financial Statements
For the year ended 31 December 2025
1. General information
The Group consists of a Parent Company, Phoenix Spree Deutschland Limited (‘the Company’), incorporated in Jersey
subsidiaries (‘the Group’) which are incorporated and domiciled in and operate out of Jersey and Germany. Phoenix Spree Deutschland Limited is
listed under the Closed-ended investment funds category of the London Stock Exchange.
The registered office is at IFC 5, St. Helier, Jersey, JE1 1ST, Channel Island s.
2. Summary of material accounting policies
The principal accounting policies adopted are set out below.
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Financial Statements
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2. Summary of material accounting policies continued
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
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Financial Statements
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Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
2. Summary of material accounting policies continued
2.16 Financial instruments continued
Title | As issued by the IASB, mandatory for accounting periods starting on or after |
| Lack of Exchangeability – Amendments to IAS 21 The Effects of Changes | Accounting periods beginning on or after 1 January 2025 |
| in Foreign Exchange Rates |
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
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Financial Statements
Title | As issued by the IASB, mandatory for accounting periods starting on or after |
| Amendments to the Classification and Measurement of Financial Instruments – | Accounting periods beginning on or after 1 January 2026 |
| Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: | |
| Disclosures | |
| Annual Improvements to IFRS Accounting Standards – Amendments to: | |
IFRS 1 First-time Adoption of International Financial Reporting Standards; | Accounting periods beginning on or after 1 January 2026 |
IFRS 7 Financial Instruments: Disclosures and it’s accompanying Guidance on implementing IFRS 7; | Accounting periods beginning on or after 1 January 2026 |
IFRS 9 Financial Instruments; | Accounting periods beginning on or after 1 January 2026 |
IFRS 10 Consolidated Financial Statements; and | Accounting periods beginning on or after 1 January 2026 |
IAS 7 Statement of Cash flows | Accounting periods beginning on or after 1 January 2026 |
IFRS 9 and IFRS 7 Contracts Referencing Nature-dependent Electricity | Accounting periods beginning on or after 1 January 2026 |
Title | As issued by the IASB, mandatory for accounting periods starting on or after |
IFRS 18 Presentation and Disclosure in Financial Statements | Accounting periods beginning on or after 1 January 2027 |
| IFRS 19 Subsidiaries without Public Accountability: Disclosures | Accounting periods beginning on or after 1 January 2027 |
| (Not yet UKEB endorsed) | |
IAS 21 The Effects of Changes in Foreign Exchange Rates: Translation to a Hyperinflationary Presentation Currency (Amendments) (Not yet UK endorsed) | Accounting periods beginning on or after 1 January 2027 |
3. Financial risk management
3.1 Financial risk factors
The Group’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Group’s overall risk management programme
focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance.
Risk management is carried out by the Risk Committee under policies approved by the Board of Directors. The Board provides principles for
overall risk management, as well as policies covering specific areas, such as interest rate risk, credit risk and investment of excess liquidity.
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Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
3. Financial risk management continued
3.2 Market risk continued
| As at | As at | |
| 31 December | 31 December | |
| 2025 | 2024 | |
| €’000 | €’000 | |
Borrowings | (252,600) | (267,860) |
Cash and cash equivalents | 33,959 | 46,520 |
Net debt | (218,641) | (221,340) |
Equity | 271,082 | 277,536 |
Net debt to equity ratio | 81% | 80% |
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
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Financial Statements
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Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
4. Critical accounting estimates and judgements continued
5. Operating segments
The Group has identified two operating segments based on the nature of activities and the information reviewed by the Chief Operating Decision
Maker (‘CODM’). These comprise investment property held for rental income and property disposal activity undertaken as part of the Group’s
capital recycling strategy.
During the year, a strategy was implemented to maximise value through a managed, multi-year realisation process, but with full flexibility as
to whether assets are ultimately sold as individual units, disposed of in bulk, or retained for rental over the medium term. Noting there is no
requirement or commitment to sell specific assets within a defined timeframe. This activity is monitored separately by management given its
differing risk and return profile, and as this activity has become material to the Group’s financial performance it is therefore reported as a separate
operating segment classified as Investment property – Disposals.
In prior periods, property disposals were not managed as a distinct business activity and discrete financial information in respect of such activities
was not regularly reviewed by the Group’s chief operating decision maker. Accordingly, comparative segment information has not been restated.
The Group does not operate a property development business. Development work is carried out to ensure assets are maintained in a condition
where they can be retained and continue to generate rental income, or sold, if and when market conditions are attractive. There is no substantial
transformation of the assets, no structural redevelopment, and no change in the underlying use of the properties. The assets continue to be
operated as income-generating private rented sector units throughout.
The Group expects capital recycling activity to increase in future periods. The classification of such properties will continue to be assessed based
on the Group’s business model and intended use of the assets.
The Group’s principal reportable segments under IFRS 8 were as follows:
Reportable segment | Operations |
Investment property – Rental | The Investment property – Rental segment comprises properties held and operated for medium-term rental |
| purposes. These assets generate recurring rental income and are held for capital appreciation. Individual | |
| disposal of units within these properties is not legally or technically possible, and the portfolio within this | |
| segment is managed exclusively as medium-term rental. | |
Investment property – Disposals | The Investment property – Disposals segment comprises properties that are also held for long-term rental |
| income and capital appreciation, but where individual unit disposal is legally and technically possible. These | |
| properties are managed under a flexible, multi-year value realisation strategy, which allows the Group to | |
| optimise returns over time. |
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
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Financial Statements
Central administrative costs and financing activities are managed on a group-wide basis and are not allocated to operating segments. These costs
are reported as Unallocated costs.
| Rental | Disposals | Unallocated | Total | |
| €’000 | €’000 | €’000 | €’000 | |
Revenue | 12,825 | 9,864 | – | 22,689 |
Property expenses | (9,563) | (5,785) | – | (15,348) |
Administrative expenses | – | – | (3,318) | (3,318) |
Loss on disposal of investment properties (including investment property held for sale) | – | (2,882) | – | (2,882) |
Investment property revaluation loss | (3,416) | 1,160 | – | (2,256) |
Finance income (before (loss)/gain on derivatives) | – | – | 4,508 | 4,508 |
Finance costs (before (loss)/gain on derivatives) | – | – | (14,862) | (14,862) |
Loss on derivatives | – | – | (2,116) | (2,116) |
Income tax expense | – | – | 7,131 | 7,1 31 |
(154) | 2,357 | (8,657) | (6,454) |
In accordance with IFRS 8, the Group discloses segment assets and liabilities only where such information is regularly provided to the CODM. The
CODM does not receive separate balance sheet information for each segment; only the allocation of properties between the Rental and Disposal
segments is reported. As a result, segment assets and segment liabilities are not disclosed.
Segment assets are measured consistently with the financial statements. Condominiums in privatisation are reported within the Disposal
segment. All other investment properties are reported within the Rental segment.
| Rental | Disposals | Unallocated | Total | |
| €’000 | €’000 | €’000 | €’000 | |
Investment properties | 269,120 | 215,970 | – | 485,090 |
Property, plant and equipment | – | – | 101 | 101 |
Other financial assets at amortised cost | – | – | 828 | 828 |
Derivative financial instruments | – | – | 3,931 | 3,931 |
Trade and other receivables | – | – | 7,598 | 7, 598 |
Cash and cash equivalents | – | – | 33,959 | 33,959 |
Investment properties – held for sale | – | 55,000 | – | 55,000 |
269,120 | 270,970 | 46,417 | 586,507 |
6. Revenue
| 31 December | 31 December | |
| 2025 | 2024 | |
| €’000 | €’000 | |
Rental income | 16,811 | 21,373 |
Service charge income | 5,878 | 6,753 |
22,689 | 28,126 |
The total future annual minimum rentals receivable under non-cancellable operating leases are as follows:
| 31 December | 31 December | |
| 2025 | 2024 | |
| €’000 | €’000 | |
Within 1 year | 1,516 | 1,436 |
1-2 years | 952 | 972 |
2- 3 years | 727 | 659 |
3-4 years | 564 | 472 |
4-5 years | 441 | 328 |
Later than 5 years | 329 | 263 |
4,529 | 4,130 |
Revenue comprises rental income earned from residential and commercial property in Germany. There are no individual tenants that account for
greater than 10% of revenue during any of the reporting periods.
The leasing arrangements for residential property are with individual tenants, with three months notice from tenants to cancel the lease in most cases.
The commercial leases are non-cancellable, with an average lease period of 3 years.
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7. Property expenses
| 31 December | 31 December | |
| 2025 | 2024 | |
| €’000 | €’000 | |
Property management expenses | 1,043 | 1,306 |
Repairs and maintenance | 1,411 | 1,957 |
Impairment charge – trade receivables | 121 | 1,178 |
Direct property expenses | 7,496 | 6,199 |
Property advisors’ fees and expenses | 4,276 | 4,315 |
Other property operating expenses | 1,001 | 800 |
15,348 | 15,755 |
During the period, the vast majority of the Group’s investment properties generated rental income. Property expenses are incurred across the
portfolio irrespective of short term vacancy or unit level disposal activity, and the Group’s accounting records do not differentiate such costs based
on rental status.
Accordingly, property expenses have not been separately analysed between rent producing and non-rent producing properties, as management
considers that such a distinction would not be meaningful in the context of the Group’s operations.
| 31 December | 31 December | |
| 2025 | 2024 | |
| €’000 | €’000 | |
Secretarial and administration fees | 760 | 689 |
Legal and professional fees | 1,926 | 2,044 |
Directors’ fees | 256 | 272 |
Bank charges | 33 | 26 |
Profit/(loss) on foreign exchange | (9) | 22 |
Depreciation | 30 | 55 |
Other administrative expenses | 413 | 797 |
Other income | (91) | (94) |
3,318 | 3,811 |
| 31 December | 31 December | |
| 2025 | 2024 | |
| €’000 | €’000 | |
Fees payable to the Group’s auditor and its associates for the audit of the consolidated financial statements | 268 | 272 |
| Fees payable to the Group’s auditor and its associates for other services – | ||
Agreed upon procedures – half year report | 38 | 38 |
306 | 310 |
| 31 December | 31 December | |
| 2025 | 2024 | |
| €’000 | €’000 | |
Disposal proceeds | 22,656 | 18,768 |
Book value of disposals | (22,692) | (20,971) |
Disposal costs | (2,846) | (991) |
(2,882) | (3,194) |
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
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Financial Statements
11. Investment property fair value loss
| 31 December | 31 December | |
| 2025 | 2024 | |
| €’000 | €’000 | |
Investment property fair value loss | (2,256) | (5,416) |
Further information on investment properties is shown in note 16.
| 31 December | 31 December | |
| 2025 | 2024 | |
| €’000 | €’000 | |
Interest income | 180 | 48 |
Swap cancellation income | – | 388 |
Interest income on swaps | 4,328 | 9,655 |
Finance income | 4,508 | 9,091 |
Interest expense on swaps | (2,222) | (2,775) |
Interest expense on bank borrowings | (12,640) | (15,381) |
Finance cost | (14,862) | (18,156) |
Loss on interest rate swaps | (2,524) | (4,775) |
Gain on interest rate caps | 408 | – |
Net finance cost | (12,470) | (13,840) |
| 31 December | 31 December | |
| 2025 | 2024 | |
| €’000 | €’000 | |
| The tax credit for the period is as follows: | ||
Current tax charge | 352 | 777 |
Deferred tax credit – origination and reversal of temporary differences | (7,483) | (170) |
(7,1 31) | 607 |
| 31 December | 31 December | |
| 2025 | 2024 | |
| €’000 | €’000 | |
Loss before tax | (13,585) | (39,491) |
Tax at German income tax rate of 15.8% (2024: 15.8%) | (2,146) | (6,240) |
Losses not subject to tax: Loss on property disposal | 455 | 505 |
Effect of changes in tax rates applied to deferred tax balances | (6,834) | – |
Losses carried forward not recognised | 1,394 | 6,342 |
Total tax credit for the year | ( 7,131) | 607 |
| 31 December | 31 December | |
| 2025 | 2024 | |
| €’000 | €’000 | |
Balance at beginning of year | 1,589 | 856 |
Tax paid during the year | (1,821) | (44) |
Current tax charge | 352 | 777 |
Balance at end of year | 120 | 1,589 |
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13. Income tax charge continued
| Reversal on | |||||
| disposal of | |||||
| Revaluation | investment | Tax loss | |||
| of properties | properties | Derivatives | carry-forward | Total | |
| (Liabilities) | (movement) | (Liabilities) | Asset | (Net liabilities) | |
| €’000 | €’000 | €’000 | €’000 | €’000 | |
Balance at 1 January 2024 | (65,842) | (1,382) | 9,923 | (57,31 1) | |
| Credited/(charged) to the statement of comprehensive income: | |||||
Fair value movements – investment properties (held) | 4,106 | 4,106 | |||
Reversal on disposal of investment properties | 3,275 | 3,275 | |||
Fair value movements – derivatives | 756 | 756 | |||
Recognition/(utilisation) of tax losses | (4,692) | (4,692) | |||
Balance at 31 December 2024 | (58,461) | (636) | 5,231 | (53,866) | |
| Credited/(charged) to the statement of comprehensive income: | |||||
Fair value movements – investment properties | 4,732 | 4,732 | |||
Reversal on disposal of investment properties | 2,284 | 2,284 | |||
Fair value movements – derivatives | 14 | 14 | |||
Recognition/(utilisation) of tax losses | 453 | 453 | |||
Balance at 31 December 2025 | (51,445) | (622) | 5,684 | (46,383) |
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
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Financial Statements
14. Dividends
| 31 December | 31 December | |
| 2025 | 2024 | |
| €’000 | €’000 | |
| Amounts recognised as distributions to equity holders in the period: | ||
No interim dividend was paid for the year ended 31 December 2025 (2024: €Nil per share) | – | – |
| No final dividend was paid for the year ended 31 December 2024 (2024: €Nil per share for the year ended | ||
31 December 2023) | – | – |
Country of incorporation | % holding | Nature of business | |
Phoenix Spree Deutschland I Limited | Jersey | 100 | Investment property |
Phoenix Spree Deutschland VII Limited | Jersey | 100 | Investment property |
Phoenix Spree Deutschland X Limited | Jersey | 100 | Finance vehicle |
Phoenix Spree Deutschland XII Limited | Jersey | 100 | Investment property |
Phoenix Property Holding GmbH & Co.KG | Germany | 100 | Holding Company |
Phoenix Spree Mueller GmbH | Germany | 94.9 | Investment property |
Phoenix Spree Gottlieb GmbH | Germany | 94.9 | Investment property |
PSPF Holdings GmbH | Germany | 100 | Holding Company |
Jühnsdorfer Weg Immobilien GmbH | Germany | 94.9 | Investment property |
Phoenix Spree Property Fund Ltd & Co. KG (PSPF) | Germany | 100 | Investment property |
PSPF General Partner (Jersey) Limited | Jersey | 100 | Management of PSPF |
16. Investment properties
| 31 December | 31 December | |
| 2025 | 2024 | |
| Fair value | €’000 | €’000 |
At 1 January | 552,820 | 675,567 |
Capital expenditure | 12,218 | 5,160 |
Disposals | (22,692) | (122,491) |
Fair value loss | (2,256) | (5,416) |
Investment properties at fair value | 540,090 | 552,820 |
Assets classified as ‘Held for Sale’ (note 17) | (55,000) | (35,918) |
At 31 December | 485,090 | 516,902 |
The property portfolio was valued at 31 December 2025 by Jones Lang LaSalle GmbH (‘JLL’), in accordance with the methodology described below.
The valuations were performed in accordance with the current Appraisal and Valuation Standards, 8th edition (the ‘Red Book’) published by the Royal
Institution of Chartered Surveyors (RICS).
The valuation is performed on a building-by-building basis from source information on the properties including current rent levels, void rates,
capital expenditure, maintenance costs and non-recoverable costs provided to JLL by the Property Advisors QSix Residential Limited. JLL use
their own assumptions with respect to rental growth (taking account of the complexity of German rent laws, capital investment levels and churn),
and adjustments to non-recoverable costs. JLL also uses data from comparable market transactions where these are available alongside their
own assumptions.
The valuation by JLL uses the discounted cash flow methodology. Such valuation estimates using this methodology, however, are inherently
subjective and values that would have been achieved in an actual sales transaction involving the individual property at the reporting date are likely
to differ from the estimated valuation.
All properties are valued as Level 3 measurements under the fair value hierarchy (see note 29) as the inputs to the discounted cash flow methodology
which have a significant effect on the recorded fair value are not observable. Additionally, JLL perform reference checks back to comparable market
transactions to confirm the valuation model.
The unrealised fair value loss in respect of investment property is disclosed in the Consolidated Statement of Comprehensive Income as ‘Investment
property revaluation loss’.
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16. Investment properties continued
Valuations are undertaken using the discounted cash flow valuation technique as described below and with the inputs set out below.
Discounted cash flow methodology (‘DCF’)
The fair value of investment properties is determined using the DCF methodology.
Under the DCF method, a property’s fair value is estimated using explicit assumptions regarding the benefits and liabilities of ownership over
the asset’s life including an exit or terminal value. The DCF valuation by JLL used ten-year projections of a series of cash flows of each property
interest. The cash flows used in the valuation reflect the known conditions existing at the reporting date.
To this projected cash flow series, an appropriate, market derived discount rate is applied to establish the present value of the cash flows associated
with each property. The discount rate of the individual properties is adjusted to provide an individual property value that is consistent with comparable
market transactions. For properties without a comparable market transaction JLL use the data from market transactions to adjust the discount rate to
reflect differences in the location of the property, its condition, its tenants and rent.
The duration of the cash flow and the specific timing of inflows and outflows are determined by events such as rent reviews, lease renewal and
related lease up periods, re-letting, redevelopment, or refurbishment.
Periodic cash flow includes cash flows relating to gross income less vacancy, non-recoverable expenses, collection losses, lease incentives,
maintenance costs, agent and commission costs and other operating and management expenses. The series of periodic net operating cash
flows, along with an estimate of the terminal value anticipated at the end of the ten-year projection period, is then discounted.
Where individual properties have already been legally subdivided into individual apartments (condominiums), or where legally binding permissions
for such subdivision were obtained prior to the introduction of statutory conversion restrictions, the additional value attributable to the sale of
individual condominium units is reflected in the valuation, principally through the application of a lower discount rate.
Following the introduction of statutory restrictions on the conversion of rented residential properties into individual condominium units under
German federal and local law, new conversions are, in most cases, no longer permitted in the relevant markets. Accordingly, the valuation does
not assume additional value from future condominium conversion where the necessary legal permissions are not already in place.
Information presenting portfolio composition and discount rates used in the valuation methodology are presented below:
Portfolio composition | PRS | Privatisation | Total portfolio |
Number of properties | 33 | 40 | 73 |
Market Value (€’000) | 269,120 | 270,970 | 540,090 |
% of total portfolio MV | 49.80% | 50.20% | 100.00% |
| Ten-year DCF | |||
| Ten-year DCF | with unit-level | ||
| with terminal | condo sale | Portfolio- | |
| Valuation methodology | value | proceeds | blended DCF |
| Discount rate | |||
Weighted average (MV-weighted) | 4.51% | 4.28% | 4.39% |
Range – low | 3.85% | 3.40% | 3.40% |
Range – high | 5.95% | 5.15% | 5.95% |
| Exit/Cap rate (rental capitalisation) | |||
Weighted average (MV-weighted) | 2.95% | 0.00% | 2.95% |
Range – low | 2.55% | – | 2.55% |
Range – high | 4.35% | – | 4.35% |
| Rent indexation (residential) | |||
Weighted average | 2.17% | 2.26% | 2.21% |
Range – low | 1.90% | 2.10% | 1.90% |
Range – high | 2.40% | 2.40% | 2.40% |
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
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Financial Statements
| Year ended | Year ended | |
| 31 December | 31 December | |
| 2025 | 2024 | |
| Range | Range | |
| Residential Properties | ||
| Market Rent | ||
Rental Value (€ per sq. p.m.) | 9.8 – 16.5 | 9.8 – 16.3 |
Stabilised residency vacancy (% per year) | 0 – 59.2 | 0 – 31.9 |
Tenancy vacancy fluctuation (% per year) | 0 – 7.5 | 0 – 7.5 |
| Commercial Properties | ||
| Market Rent | ||
Rental Value (€ per sq. p.m.) | 4.6 – 38.7 | 4.6 – 37.7 |
Stabilised commercial vacancy (% per year) | 0 – 100.0 | 0 – 100.0 |
| Estimated Rental Value (‘ERV’) | ||
ERV per year per property (€’000) | 44 – 2,813 | 61 – 2,749 |
ERV (€ per sq. p.m.) | 9.85 – 16.94 | 9.9 – 16.86 |
| Financial Rates – blended average | ||
Discount rate (%) | 4.4 | 4.4 |
Portfolio Gross yield (%) | 3.1 | 3.3 |
Having reviewed the JLL report, the Directors are of the opinion that this represents a fair and reasonable valuation of the properties and have
consequently adopted this valuation in the preparation of the consolidated financial statements.
The valuations have been prepared by JLL on a consistent basis at each reporting date and the methodology is consistent and in accordance
with IFRS which requires that the ‘highest and best use’ value is taken into account where that use is physically possible, legally permissible and
financially feasible for the property concerned, and irrespective of the current or intended use.
Sensitivity
Changes in the key assumptions and inputs to the valuation models used would impact the valuations as follows:
Vacancy: A change in vacancy by 1% would not materially affect the investment property fair value assessment.
Discount rate: An increase of 0.25% in the discount rate would reduce the investment property fair value by €21.47m, and a decrease in the
discount rate of 0.25% would increase the investment property fair value by €22.05m.
There are, however, inter-relationships between unobservable inputs as they are determined by market conditions. The existence of an increase
of more than one unobservable input could amplify the impact on the valuation. Conversely, changes on unobservable inputs moving in opposite
directions could cancel each other out, or lessen the overall effect.
The Group values all investment properties in one of three ways;
Rental Scenario
Rental Scenario’ properties have been valued under the Discounted Cashflow Methodology and are included in the Investment properties line in
the Non-current assets section of the Consolidated Statement of Financial Position. In general, the market participants are willing to pay higher
prices for properties where physical and legal requirements are fulfilled and it is financially feasible to sell units individually. In these cases, the
market values are still calculated on a rental basis but are adjusted to reflect the described potential increase in value. JLL calculates the market
value of these assets in what is referred to as a ‘Privatisation potential’, which includes a deduction to the rental scenario discount rate for each
completed step met when transitioning from the Rental Scenario to the Condominium Scenario. Properties expected to be sold in the coming
year from these assets are considered held for sale under IFRS 5 and can be seen in note 17.
Condominium Scenario
Where properties have the potential or the benefit of all relevant permissions required to sell apartments individually (condominiums), and have
been approved for sale by the Board, then we refer to this as a ‘condominium scenario’. Properties expected to be sold in the coming year from
these assets are considered held for sale under IFRS 5 and can be seen in note 17. The market value of the Privatisation potential of these assets is
reported under the Condominium Scenario.
Disposal Scenario
Where properties have been notarised for sale prior to the reporting date, but have not completed; they are held at their notarised disposal value.
These assets are considered held for sale under IFRS 5 and can be seen in note 17.
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16. Investment properties continued
Disposal Scenario continued
The table below sets out the assets valued using these 3 scenarios:
| 31 December | 31 December | |
| 2025 | 2024 | |
| €’000 | €’000 | |
Rental scenario | 269,120 | 274,790 |
Condominium scenario | 256,075 | 276,497 |
Disposal scenario | 14,895 | 1,533 |
Total | 540,090 | 552,820 |
The movement in the fair value of investment properties is included in the Consolidated Statement of Comprehensive Income as ‘investment
property revaluation loss’ and comprises:
| 31 December | 31 December | |
| 2025 | 2024 | |
| €’000 | €’000 | |
Investment properties | (3,416) | (8,480) |
Investment properties held for sale (see note 17) | 1,160 | 3,064 |
(2,256) | (5,416) |
| 31 December | 31 December | |
| 2025 | 2024 | |
| €’000 | €’000 | |
| Fair value – held for sale investment properties | ||
At 1 January | 35,918 | 60,594 |
Transferred from investment properties | 49,942 | 32,667 |
Transferred (to) investment properties | (9,723 | (39,675) |
Capital expenditure | 395 | 239 |
Properties sold | (22,692) | (20,971) |
Valuation gain on properties held for sale | 1,160 | 3,064 |
At 31 December | 55,000 | 35,918 |
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
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Financial Statements
18. Property, plant and equipment
| Equipment | |
| €’000 | |
| Cost or valuation | |
As at 1 January 2024 | 163 |
Additions | 53 |
As at 31 December 2024 | 216 |
Additions | 122 |
As at 31 December 2025 | 338 |
| Accumulated depreciation and impairment | |
As at 1 January 2024 | 152 |
Charge for the year | 55 |
As at 31 December 2024 | 207 |
Charge for the year | 30 |
As at 31 December 2025 | 237 |
| Carrying amount | |
As at 31 December 2024 | 9 |
As at 31 December 2025 | 101 |
19. Other financial assets at amortised cost
| 31 December | 31 December | |
| 2025 | 2024 | |
| €’000 | €’000 | |
| Non-current | ||
At 1 January | 828 | 828 |
Repayments | (24) | (24) |
Accrued interest | 24 | 24 |
At 31 December | 828 | 828 |
The Company entered into a loan agreement with the minority interest of Accentro Real Estate AG in relation to the acquisition of the assets as
share deals. This loan bears interest at 3% per annum.
These assets are considered to have low credit risk and any loss allowance would be immaterial.
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| 31 December | 31 December | |
| 2025 | 2024 | |
| €’000 | €’000 | |
| Current | ||
Trade receivables | 642 | 749 |
Service charges receivable | 5,342 | 5,779 |
Less: impairment provision | (265) | (696) |
Net receivables | 5,719 | 5,832 |
Prepayments and accrued income | 309 | 283 |
Other receivables | 1,570 | 2,194 |
7,598 | 8,309 |
| 31 December | 31 December | |
| 2025 | 2024 | |
| €’000 | €’000 | |
Up to 12 months | 377 | 53 |
Between 1 year and 2 years | – | – |
377 | 53 |
| 31 December | 31 December | |
| 2025 | 2024 | |
| €’000 | €’000 | |
Balance at the beginning of the year | 696 | 297 |
Impairment losses recognised | 121 | 1,178 |
Amounts written off as uncollectable | (552) | (779) |
Balance at the end of the year | 265 | 696 |
| 31 December | 31 December | |
| 2025 | 2024 | |
| €’000 | €’000 | |
Cash at banks | 32,235 | 45,042 |
Cash at agents | 1,724 | 1,478 |
Cash and cash equivalents | 33,959 | 46,520 |
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
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Financial Statements
31 December 2025 | 31 December 2024 | |||
| Nominal value | Book value | Nominal value | Book value | |
| €’000 | €’000 | €’000 | €’000 | |
| Current liabilities | ||||
Accrued interest – NATIXIS Pfandbriefbank AG | 992 | 302 | 1,109 | 106 |
Bank loans – Berliner Sparkasse | – | – | 301 | 301 |
| Non-current liabilities | 992 | 302 | 1,410 | 407 |
Bank loans – NATIXIS Pfandbriefbank AG | 255,000 | 252,298 | 249,333 | 248,635 |
Bank loans – Berliner Sparkasse | – | – | 18,818 | 18,818 |
255,000 | 252,298 | 268,151 | 267,453 | |
255,992 | 252,600 | 269,561 | 267,860 |
| Interest Cover | |||
Ratio | Loan to value | Debt yield | |
Required as reporting date | 1.20x | 65.0% | 5.0% |
Reported value as at 26 November 2025 | 1.29x | 49.3% | 5.6% |
Reported value as at 26 November 2025 | 1.23x | 49.1% | 5.5% |
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22. Borrowings continued
| Hedged | |||||
| Fixed | Fixed | Floating | against | ||
| Interest | Interest | Interest | Total | floating | |
| Interest rate basis | % | % | % | loans | rate loans |
| 1-2% | 2-3% | Euribor | |||
| Interest rate range | €’000 | €’000 | €’000 | €’000 | €’000 |
NATIXIS Pfandbriefbank AG | – | – | 255,000 | 255,000 | 204,000 |
Total | – | – | 255,000 | 255,000 | 204,000 |
| 31 December | 31 December | |
| 2025 | 2024 | |
| €’000 | €’000 | |
Trade payables | 4,800 | 3,985 |
Accrued liabilities | 2,635 | 2,129 |
Service charges payable | 5,420 | 5,478 |
Advanced payment received on account | 3,467 | 64 |
16,322 | 11,656 |
| 31 December | 31 December | |
| 2025 | 2024 | |
| €’000 | €’000 | |
| Interest rate swaps – carried at fair value through profit or loss | ||
Balance at 1 January | 4,021 | 8,796 |
Fair value movement through profit or loss | (2,524) | (4,775) |
Termination payment received | (1,497) | – |
Balance at 31 December | – | 4,021 |
| 31 December | 31 December | |
| 2025 | 2024 | |
| €’000 | €’000 | |
| Interest rate caps – carried at fair value through profit or loss | ||
Balance at 1 January | – | – |
Premium paid | 3,523 | |
Fair value movement through profit or loss | 408 | – |
Balance at 31 December | 3,931 | – |
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
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Financial Statements
| 31 December | 31 December | |
| 2025 | 2024 | |
| €’000 | €’000 | |
| Issued and fully paid: | ||
At 1 January | 196,578 | 196,578 |
At 31 December | 196,578 | 196,578 |
26. Non-controlling interests
| Non-controlling | 31 December | 31 December | |
| interest | 2025 | 2024 | |
| % | €’000 | €’000 | |
Phoenix Spree Mueller GmbH | 5.1% | 787 | 771 |
Phoenix Spree Gottlieb GmbH | 5.1% | 1,134 | 1,108 |
Jühnsdorfer Weg Immobilien GmbH | 5.1% | (595) | (515) |
1,326 | 1,364 |
The following is summarised financial information for the subsidiaries which have material NCI, prepared in accordance with IFRS. The information
is before inter-company eliminations with other companies in the Group.
| Phoenix Spree | Phoenix Spree | Jühnsdorfer | ||
| Mueller | Gottlieb | Weg Immobilien | 31 December | |
| GmbH | GmbH | GmbH | 2025 | |
| €’000 | €’000 | €’000 | €’000 | |
Revenue | 1,372 | 1,284 | 2,092 | 4,748 |
Loss | 298 | 504 | (1,559) | (757) |
Gain/(Loss) attributable to NCI | 15 | 26 | (79) | (38) |
Non-current assets | 29,900 | 27,800 | 37,800 | 95,500 |
Current assets | 8,206 | 8,202 | 2,146 | 18,554 |
Non-current liabilities | (22,077) | (13,199) | (50,457) | (85,733) |
Current liabilities | (604) | (562) | (1,148) | (2,314) |
Net assets | 15,425 | 22,241 | (11,659) | 26,007 |
Net assets/(liabilities) attributable to NCI | 787 | 1,134 | (595) | 1,326 |
Cashflows from operating activities | 199 | 29 | (200) | 28 |
Cashflows from investing activities | (1) | (3) | – | (4) |
Cashflows from financing activities | (321) | 7 | 347 | 33 |
Net increase/(decrease) in cash and cash equivalents | (123) | 33 | 147 | 57 |
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26. Non-controlling interests continued
| Phoenix Spree | Phoenix Spree | Jühnsdorfer | ||
| Mueller | Gottlieb | Weg Immobilien | 31 December | |
| GmbH | GmbH | GmbH | 2024 | |
| €’000 | €’000 | €’000 | €’000 | |
Revenue | 1,368 | 1,232 | 2,534 | 5,134 |
Loss | (11,531) | (691) | (11,873) | (24,095) |
Loss attributable to NCI | (588) | (35) | (580) | (1,203) |
Non-current assets | 29,500 | 27, 500 | 37,700 | 94,700 |
Current assets | 5,289 | 7,81 2 | 1,709 | 14,810 |
Non-current liabilities | (19,107) | (13,066) | (48,072) | (80,245) |
Current liabilities | (554) | (509) | (1,438) | (2,501) |
Net assets | 15,128 | 21,737 | (10,101) | 26,764 |
Net assets attributable to NCI | 771 | 1,108 | (515) | 1,364 |
Cashflows from operating activities | 46 | 118 | 880 | 1,044 |
Cashflows from investing activities | (2) | (4) | 310 | 304 |
Cashflows from financing activities | (12) | (132) | (1,371) | (1,515) |
Net increase/(decrease) in cash and cash equivalents | 32 | (18) | (181) | (167) |
27. Earnings per share and EPRA earnings per share
| 31 December | 31 December | |
| 2025 | 2024 | |
| Earnings per share | ||
Earnings for the purposes of basic earnings per share being net profit attributable to owners of the parent (€’000) | (6,416) | (38,895) |
Weighted average number of ordinary shares for the purposes of basic earnings per share (Number) | 91 ,827, 363 | 91,827, 363 |
Effect of dilutive potential ordinary shares (Number) | – | – |
Weighted average number of ordinary shares for the purposes of diluted earnings per share (Number) | 91 ,827, 363 | 91,827, 363 |
Earnings per share (€) | (0.07) | (0.42) |
Diluted earnings per share (€) | (0.07) | (0.42) |
| 31 December | 31 December | |
| 2025 | 2024 | |
| EPRA earnings per share | ||
Earnings for the purposes of basic earnings per share being net profit attributable to owners of the parent (€’000) | (6,416) | (38,895) |
Changes in value of investment properties | 2,256 | 5,416 |
Loss on disposal on investment properties | 2,882 | 3,194 |
Changes in fair value of financial instruments | 2,524 | 4,775 |
Loss on disposal of subsidiary | – | 25,601 |
Deferred tax adjustments | (7,483) | (170) |
Change in Non-controlling interest | 34 | (537) |
EPRA Earnings | (6,203) | (616) |
Weighted average number of ordinary shares for the purposes of basic earnings per share (Number) | 91 ,827, 363 | 91,827, 363 |
EPRA Earnings per Share (€) | (0.07) | (0.01) |
Diluted EPRA Earnings per Share (€) | (0.07) | (0.01) |
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
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28. Net asset value per share and EPRA net asset value
| 31 December | 31 December | |
| 2025 | 2024 | |
Net assets (€’000) | 269,756 | 276,172 |
Number of participating ordinary shares | 91 ,827,363 | 91 ,827,363 |
Net asset value per share (€) | 2.94 | 3.01 |
The Group presents EPRA Net Asset Value (NRV), EPRA Net Tangible Assets (NTA) and EPRA Net Disposal Value (NDV) as alternative performance
measures to supplement IFRS equity.
These measures are prepared in accordance with the European Public Real Estate Association (EPRA) Best Practices Recommendations and are
widely used by investors and analysts to assess the performance and value of listed real estate companies on a consistent basis.
The Directors consider these measures provide additional insight into the Group’s underlying net asset position under different assumptions,
including long-term asset ownership, active portfolio management and orderly disposal scenarios, which are not directly provided for under IFRS.
The EPRA measures should not be considered as a substitute for IFRS measures and are presented alongside, and reconciled to, the Group’s
IFRS equity.
EPRA NRV (Net Reinstatement Value) – this includes transfer duties of the property assets.
EPRA NTA (Net Tangible Assets) – the Company buys and sells assets leading to taking account of certain liabilities.
EPRA NDV (Net Disposal Value) – the value for the shareholder in the event of a liquidation.
The net asset value calculation is based on the Group’s shareholders’ equity which includes the fair value of investment properties, properties held
for sale as well as financial instruments.
The number of diluted shares does not include treasury shares.
| EPRA NRV | EPRA NTA | EPRA NDV | |
| €’000 | €’000 | €’000 | |
| At 31 December 2025 | |||
IFRS Equity attributable to shareholders | 276,172 | 276,172 | 276,172 |
Diluted NAV | 276,172 | 276,172 | 276,172 |
Diluted NAV at Fair Value | 276,172 | 276,172 | 276,172 |
| Exclude*: | |||
Deferred tax in relation to revaluation gains/losses of Investment Property and derivatives | 53,866 | 53,866 | |
Fair value of financial instruments | (4,021) | (4,021) | |
| Include*: | |||
Fair value of fixed interest rate debt | 587 | ||
Real estate transfer tax | 23,471 | – | |
NAV | 349,488 | 326,017 | 276,759 |
Fully diluted number of shares | 91 ,827, 363 | 91 ,827,363 | 91 ,827,363 |
NAV per share (€) | 3.81 | 3.55 | 3.01 |
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28. Net asset value per share and EPRA net asset value continued
| EPRA NRV | EPRA NTA | EPRA NDV | |
| €’000 | €’000 | €’000 | |
| At 31 December 2024 | |||
IFRS Equity attributable to shareholders | 276,172 | 276,172 | 276,172 |
Diluted NAV | 276,172 | 276,172 | 276,172 |
Diluted NAV at fair value | 276,172 | 276,172 | 276,172 |
| Exclude: | |||
Deferred tax in relation to revaluation gains/losses of Investment Property and derivatives | 53,866 | 53,866 | |
Fair value of financial instruments | (4,021) | (4,021) | |
| Include: | |||
Fair value of fixed interest rate debt | 587 | ||
Real estate transfer tax | 23,471 | – | |
NAV | 349,488 | 326,017 | 276,759 |
Fully diluted number of shares | 91,827, 363 | 91,827, 363 | 91,827, 363 |
NAV per share (€) | 3.81 | 3.55 | 3.01 |
29. Financial instruments
The Group is exposed to the risks that arise from its use of financial instruments. This note describes the objectives, policies and processes of the
Group for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented
throughout the consolidated financial statements.
Principal financial instruments
The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:
• Cash and cash equivalents
• Trade and other receivables
• Other financial assets
• Trade and other payables
• Borrowings
• Derivative financial instruments
The Group held the following financial assets at each reporting date:
| 31 December | 31 December | |
| 2025 | 2024 | |
| €’000 | €’000 | |
| Amortised cost | ||
Trade and other receivables – current | 7,289 | 8,026 |
Cash and cash equivalents | 33,959 | 46,520 |
Other financial assets at amortised cost | 828 | 828 |
42,076 | 55,374 | |
| Fair value through profit or loss | ||
Derivative financial assets | 3,931 | 4,021 |
3,931 | 4,021 | |
46,007 | 59,395 |
The Group held the following financial liabilities at each reporting date:
| 31 December | 31 December | |
| 2025 | 2024 | |
| €’000 | €’000 | |
| At amortised cost | ||
Borrowings payable: current | 302 | 407 |
Borrowings payable: non-current | 252,298 | 267,453 |
Trade and other payables | 16,322 | 11,656 |
268,922 | 279,516 |
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
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| 31 December | 31 December | |
| 2025 | 2024 | |
| €’000 | €’000 | |
| Financial assets/(liabilities) | ||
Interest rate swaps – Level 2 – current | – | – |
Interest rate swaps – Level 2 – non-current | 3,931 | – |
3,931 | – |
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29. Financial instruments continued
| 31 December | 31 December | |
| 2025 | 2024 | |
| €’000 | €’000 | |
| Financial assets | ||
Cash and cash equivalents | 119 | 60 |
| Financial liabilities | ||
Trade and other payables | (90) | (457) |
Net position | 29 | (397) |
| 31 December | 31 December | |
| 2025 | 2024 | |
| €’000 | €’000 | |
Weakened by 10% Increase/(decrease) in post-tax profit/loss and impact on equity | 3 | (40) |
Strengthened by 10% Increase/(decrease) in post-tax profit/loss and impact on equity | (3) | 40 |
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
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| Less than 1 | Between 1 – 2 | Between 2 – 5 | More than | ||
| year | years | years | 5 years | Total | |
| €’000 | €’000 | €’000 | €’000 | €’000 | |
| At 31 December 2025 | |||||
Borrowings payable: current | 11,816 | – | – | – | 11,816 |
Borrowings payable: non-current | – | 10,824 | 286,582 | – | 297,406 |
Trade and other payables | 16,322 | – | – | – | 16,322 |
28,138 | 10,824 | 266,582 | – | 325,544 |
| Less than 1 | Between 1 – 2 | Between 2 – 5 | More than 5 | ||
| year | years | years | years | Total | |
| €’000 | €’000 | €’000 | €’000 | €’000 | |
| At 31 December 2024 | |||||
Borrowings payable: current | 8,967 | – | – | – | 8,967 |
Borrowings payable: non-current | – | 275,085 | – | – | 275,085 |
Trade and other payables | 11,656 | – | – | – | 11,656 |
20,623 | 275,085 | – | – | 295,708 |
| 31 December | 31 December | |
| 2025 | 2024 | |
| €’000 | €’000 | |
Contracted capital commitments at the end of the year | 1,505 | – |
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Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
32. Events after the reporting date
Since the reporting date, the Company has notarised 56 condominium units for aggregate proceeds of €16.5m, at an average of €4,431 per sqm. Of
these, 24 units were vacant, generating €8.3m at an average of €4,594 per sqm, and 32 were occupied, generating €8.3m at an average of €4,278
per sqm. 37 units that were notarised prior to the balance sheet date completed after the year end, realising €11.7m at an average of €4,336 per sqm.
On 21 April 2026, the Board resolved to cancel all 8,924,047 treasury shares held by the Company. Following cancellation, the Company’s total
issued share capital comprises 91,827,363 redeemable ordinary shares and 1 non-redeemable ordinary share.
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2025
109
Strategic Report Directors’ Report Financial Statements
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Financial Statements
Property Advisor QSix Residential Limited
54-56 Jermyn Street
London SW1Y 6LX
Administrator, Company Secretary and Registered Office Apex Financial Services (Alternative Funds) Limited
IFC 5
St. Helier
Jersey JE1 1ST
Registrar MUFG Corporate Markets (Jersey) Limited
IFC 5
St. Helier
Jersey JE1 1ST
Principal Banker Barclays Bank Plc, Jersey Branch
13 Library Place
St. Helier
Jersey JE4 8NE
UK Legal Advisor Stephenson Harwood LLP
1 Finsbury Circus
London EC2M 7SH
Jersey Legal Advisor Mourant
22 Grenville Street
St. Helier
Jersey JE4 8PX
German Legal Advisor
as to property law
Mittelstein Rechtsanwälte
Alsterarkaden 20
20354 Hamburg
Germany
German Legal Advisor
as to German partnership law
Taylor Wessing Partnerschaftsgesellschaft mbB
Thurn-und-Taxis-Platz 6
60313 Frankfurt a.M.
Germany
Sponsor and Broker Numis Securities Limited
21 Moorfields
London EC2Y 9DB
Independent Property Valuer Jones Lang LaSalle GmbH
Rahel-Hirsch-Strasse 10
10557 Berlin
Germany
Auditor RSM UK Audit LLP
25 Farringdon Street
London EC4A 4AB
Professional Advisors
110
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
111
Strategic Report Directors’ Report Financial Statements
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Financial Statements
112
Phoenix Spree Deutschland Limited Annual Report and Accounts 2025
Phoenix Spree Deutschland Limited | Annual Report and Accounts 2025
Phoenix Spree
Deutschland Limited
IFC 5
St. Helier
Jersey
JE1 1ST
phoenixspree.com