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Final Results

12th Mar 2018 07:00

RNS Number : 3390H
Raven Russia Limited
12 March 2018
 

12 March 2018

 

Raven Russia Limited ("Raven Russia" or the "Company")

 

Results for the year ended 31 December 2017

 

The Board of Raven Russia releases the results for the year ended 31 December 2017.

 

Highlights

 

· IFRS profit after tax $57.7 million (2016: profit of $7.7 million);

· Underlying earnings after tax of $56.8 million (2016: $47.1 million);

· Basic underlying earnings per share 8.56 cents (2016: 7.17 cents);

· IFRS basic earnings per share 8.69 cents (2016: 1.17 cents);

· Year end cash balance of $266.7 million (2016: $198.6 million);

· Diluted net asset value per share 80 cents (2016: 71 cents);

· Completed $209 million of acquisitions in the year; and

· A 50% increase in distributions to 3p (2016: 2p) by way of tender offer buy back of 1 in 17 shares at 52p.

 

CEO Glyn Hirsch said "We are delighted with the overall results for 2017. NOI is up 10% to $166.7 million, underlying earnings per share are up 19% to 8.56 cents and diluted net asset value per share is up 13% to 80 cents. The distribution of 4p for the year is a 60% increase over the 2.5p in 2016."

 

 

Enquiries

 

Raven Russia Limited Tel: + 44 (0) 1481 712955

Anton Bilton

Glyn Hirsch

 

Novella Communications Tel: +44 (0) 203 151 7008

Tim Robertson

Toby Andrews

 

N+1 Singer Tel: +44 (0) 207 496 3000

Corporate Finance - James Maxwell / Liz Yong

Sales - Alan Geeves / James Waterlow

 

Numis Securities Limited Tel: + 44 (0) 207 260 1000

Alex Ham / Jamie Loughborough / Alasdair Abram

 

Ravenscroft Tel: +44 (0) 1481 729100

Jade Cook

 

This announcement contains forward-looking statements that involve risk and uncertainties. The Group's actual results could differ materially from those estimated or anticipated in the forward-looking statements as a result of many factors. Information contained in this announcement relating to the Company should not be relied upon as a guide to future performance.

 

About Raven Russia

 

Raven Russia was founded in 2005 to invest in class A warehouse complexes in Russia and lease to Russian and International tenants. Its Ordinary Shares, Preference Shares and Warrants are listed on the Main Market of the London Stock Exchange and admitted to the Official List of The International Stock Exchange ("TISE"). Its Convertible Preference Shares are admitted to the Official List of TISE and trading on the SETSqx market of the London Stock Exchange. The Group operates out of offices in Guernsey, Moscow and Cyprus and has an investment portfolio of circa 1.8 million square metres of Grade "A" warehouses in Moscow, St Petersburg, Rostov-on-Don and Novosibirsk and 49,000 square metres of commercial office space in St Petersburg. For further information visit the Company's website: www.ravenrussia.com

 

Chairman's Message

 

I am delighted to report that the results for the year have exceeded our expectations and that we are achieving our objective of an acquisition driven business model. In addition, and through a doggedly tenacious approach to planning, we have won various planning consents on our legacy UK land bank and achieved large gains which have added further gloss to the year. I take this opportunity to applaud the executive team for their hard efforts in this regard.

 

We were successful in completing two acquisition projects in the year, an office portfolio and a warehouse in St Petersburg in April and a large logistics complex in Moscow in November. Consideration for the acquisitions totalled $209 million and should generate a minimum of $24 million of net operating income ("NOI") in the current year.

 

The acquisitions were part funded by a second issue of convertible preference shares in July 2017, raising $126 million.

With significant cash reserves and the potential to secure finance on the last acquisition, we are actively pursuing further income producing acquisitions in a number of different asset classes.

 

Underlying earnings have increased to $56.8 million (2016: $47.1 million) and basic underlying earnings per share to 8.56 cents (2016: 7.17 cents). With a revaluation gain of $38.2 million (2016: loss of $43.3 million), the first gain in our portfolio values since 2013, our IFRS earnings increased to $57.7 million (2016: $7.7 million) and diluted net asset value per share to 80 cents (2017: 71 cents).

 

We are proposing a final distribution of 3p, paid by way of a tender offer buy back of 1 share in every 17 at 52p. This will give a total distribution of 4p for the year.

 

We are again extremely grateful for the continued support of our shareholders over the last twelve months.

 

Richard Jewson

Chairman

11 March 2018

 

Strategic Report

 

Chief Executive's Report

 

Dear Shareholders,

 

We are delighted with the overall results for 2017. NOI is up 10% to $166.7 million, underlying earnings per share are up 19% to 8.56 cents and diluted net asset value per share is up 13% to 80 cents.

 

With year end cash balances of $266.7 million, we are increasing the distribution per share by 50% to 3p per share. As usual this distribution will be made by way of a tender offer buy back of shares, this time for 1 in 17 shares held at a price of 52 pence per share. We intend to allow shareholders to subscribe for more than their pro rata entitlement.

 

We took advantage of the strong UK housing market by selling most of our UK strategic land holdings. This generated a profit of $20.2 million and cash of $21.6 million for Raven Mount in the year. These assets were acquired with Raven Mount PLC in 2008 for $0.7 million.

 

In relation to our joint venture with the Russian CoOp we are at the early planning stage of a pilot project. This has potential both for property returns and for our third party logistics operator, Roslogistics, in managing the sites.

 

Our core business of logistics warehousing has performed well. We still fight the medium term "Roubilisation" of rents through letting space (187,100sqm in 2017) and by strategic acquisitions.

 

Favourable market conditions gave us the opportunity to acquire four properties in two transactions in Moscow and St Petersburg for a combined consideration of RUR11.989 billion ($209 million). Both purchases represent attractive prices per sqm relative to replacement cost.The St Petersburg acquisition of three separate properties was completed in April and added 87,000sqm of Grade A warehousing and 33,000sqm of offices for a total consideration of RUR4.9 billion ($86 million) at an initial yield of 16%. The properties were 98% leased at acquisition to 68 tenants including Otis, Oracle, YIT, Schenker and Maersk. In November we completed the acquisition of Logopark Sever, a new Grade A warehouse complex of 195,000sqm to the north of Moscow. The property was 73% leased at completion to major tenants including Obi, Okey, Major Logistics and Miratorg and is 83% let today. Total consideration based on letting of the vacant space over the next 18 months is estimated at RUR7.089 billion ($123 million) which would produce a yield of 11.38% and a reversionary yield of 12.51%.

 

These acquisitions contributed $10 million of NOI to the 2017 results and should contribute at least $24 million of NOI in 2018.

 

As previously indicated, at this stage of the Russian property cycle and in a quest for income, we have successfully broadened our focus into property sectors other than logistics warehousing. We anticipate that this will continue as our strategy of seeking high quality income producing acquisitions continues alongside active management of the existing portfolio. The Group's significant cash balance provides us with the financial resource to achieve this. We expect further news during the year.

 

Longstanding shareholders know that our business can, and has been, significantly affected by geo-political events. Fortunately, 2017 was a year of relative stability.

 

The Rouble/Dollar remained within a range of 55 to 60. The oil price has slowly improved and now stands at $64 per barrel. The Russian economy has stabilised and returned to growth despite sanctions. 2017 GDP growth was 1.5%, inflation fell from 5.4% to 2.5% and central bank rates have fallen from 10% to 7.5%. Although we will not rely on it, most commentators forecast further improvements in 2018 and beyond. With some fair economic winds and the continued implementation of our strategy of acquisitions, alongside organic growth, we believe that shareholders will be rewarded.

 

We would like to thank our shareholders for their continued support and encouragement, particularly those who do not delegate their voting responsibilities to voting agencies. Compliance, regulation and political correctness are time consuming issues for businesses and we continue to deal with them with our customary professionalism and sense of humour.

 

Glyn Hirsch

Chief Executive Officer

11 March 2018

 

Business Model

 

Our Strategy

 

We continue with our strategy of acquiring and maintaining our core investment portfolio of Grade A logistics warehouses in Russia with the aim of producing rental income that delivers progressive distributions to our shareholders.

 

But whilst we remain focussed on the logistics market we will consider alternative asset class acquisitions if the property and financial metrics are attractive.

 

As our lease terms convert from US Dollar pegged to Rouble income, our evolving acquisition strategy is bearing fruit in supporting our net operating income through that transition.

 

Business Model

 

The fundamentals of our business model have not changed. We have a portfolio of assets with a high yield to cost of circa 12% and bank financing costs of approximately 7%. The significant change in that model has been our exposure to foreign currency risk. Prior to 2015, we operated a US Dollar model and today we continue our transition to a Rouble model.

 

At the year end, 46% of our warehouse income was denominated in Roubles (2016: 24%). These leases represent 47% of the Gross Lettable Area ("GLA") of our warehouse portfolio (2016: 26%). Our banking facilities remain predominately US Dollar denominated and over the past two years we have reduced and restructured facilities to increase covenant headroom and build in a safety margin on debt service should exchange rates move against us. Each of the facilities secured on our warehouse assets sits in a special purpose vehicle ("SPV") structure to minimise recourse to the overall portfolio and holding company. At the year end, asset specific debt represented 53% loan to value (2016: 55%).

 

Our office portfolio has a different currency mix. 49% of income is Rouble denominated, 39% Euro and 12% US Dollar. Two of the assets have sole tenants and we have refinanced the portfolio of three assets with a Euro loan.

 

As Russian Central Bank rates continue to reduce, the plan for the next stage of adapting our business model is to move banking facilities to a Rouble/currency mix. This will start the process of reducing our foreign currency risk while managing the cost of debt. Ultimately, the Russian Central Bank rates do not have far to fall before we consider moving to full Rouble facilities and if market commentary is correct, we may not have long to wait for that to be the case. We are having an open dialogue with all of our banking partners on this transition process.

 

Our average letting size by tenant is 8,760sqm (2016: 11,240sqm). We do not have one tenant with more than 11% (2016: 11%) of our portfolio's GLA and the top ten tenants account for 41% (2016: 46%) of our portfolio in GLA terms and 54% (2016: 58%) in income terms.

 

Key Performance Indicators ('KPIs')

 

We continue to focus on occupancy KPIs together with the currency mix of income and how that is likely to change over the medium term. Cash flows after interest and debt amortisation, a measure of debt service cover, influenced our decision to restructure our existing bank facilities and issue new convertible preference shares.

 

The ability to distribute to ordinary shareholders from cash covered underlying earnings and operating cash-flows after interest remains our focus when determining distribution policy.

 

All of the above underpin financial targets set for annual bonus incentives.

 

Portfolio Review

 

Leasing and maturities

 

Warehouse

Moscow

St Petersburg

Regions

Space (000 sqm)

1,274 (72%)

270 (15%)

222 (13%)

NOI ($m)

101 (75%)

19 (14%)

16 (11%)

Office

Moscow

St Petersburg

Regions

Space (000 sqm)

-

49 (100%)

-

NOI ($m)

-

9 (100%)

-

 

During the year we made two significant acquisitions, three properties in St Petersburg and Logopark Sever, a warehouse complex north of Moscow, for a total consideration of $209 million. The acquisition of Logopark Sever did not have a material impact in 2017 as this was completed in November but we expect it to contribute $13.8 million of NOI during 2018.

 

Vacancy has remained stable on a like for like basis and stands at 19% including acquisitions. Although the statistics have remained broadly static there has been a considerable amount of activity in the portfolio.

'000 sqm

2017

2018

2019

2020

2021-2027

Total

Maturity profile at 1 January 2017

215

165

252

179

392

1,203

Maturities profile of the acquired assets

44

31

21

19

147

262

Subtotal

259

196

273

198

539

1,465

Lease extensions

(97)

(79)

(22)

0

0

(198)

Vacated/terminated

(162)

(14)

(4)

0

0

(180)

Remaining lease maturity profile

0

103

247

198

539

1,087

 

198,100sqm of existing leases have been renegotiated and extended in the financial year. Space vacated on maturity and early terminations of weaker covenants totalled 179,600sqm which, together with existing vacant space, gives 342,900sqm of vacancy at 31 December 2017. The result is a new lease maturity profile as follows:

 

'000 sqm

2018

2019

2020

2021-2027

Total

Remaining lease maturity profile

103

247

198

539

1,087

Maturity profile of lease extensions

51

0

78

69

198

New leases

15

17

32

123

187

Maturity profile at 31 December 2017

169

264

308

731

1,472

 

This reflects 187,100sqm of new leases signed in the year in addition to the 198,100sqm of existing lease renegotiations. There are also potential breaks in the portfolio of 78,300sqm in 2018 and 79,000sqm in 2019. Significant new lettings include 27,200sqm to Makita in Moscow, 8,000sqm to Mars in Rostov and Wildberries (one of the largest Russian internet retailers) doubling their space to 10,000sqm in Novosibirsk.

 

Since the year end, a further 53,000sqm of renewals, 21,000sqm of new lettings have been completed. In addition, letters of intent on vacant space of 38,000sqm and lease extensions of 8,400sqm have been signed.

 

The warehouse and office markets in which we operate are now almost exclusively Rouble denominated and although we still have historic long term contracts in US Dollars and Euros these are continuing to unwind. New lease terms are shorter, generally contain breaks and are Rouble denominated but they have the benefit of annual indexation linked to Russian CPI.

 

At the year end 31% (2016: 50%) of our warehouse GLA had US Dollar denominated leases with an average warehouse rental level of $143 per sqm (2016: $125 per sqm) and a weighted average term to maturity of 3.0 years (2016: 3.0 years). Rouble denominated or capped leases account for 47% (2016: 26%) of our total warehouse space with an average warehouse rent of Roubles 5,200 per sqm (2016: 5,120 per sqm) and weighted average term to maturity of 3.6 years (2016: 4 years). Rouble leases have an average minimum annual indexation of 6.8% (2016: 7.7%). Average rents on new lettings during the year were Roubles 3,870 per sqm and for renewals Roubles 5,250 per sqm.

 

Currency exposure of warehouse space

USD

USD/RUB cap

RUB

EUR

Vacant

Total

sqm

'000

sqm

'000

sqm

'000

sqm

'000

Sqm

'000

sqm

'000

551

37

785

50

343

1,766

% of total

31%

2%

45%

3%

19%

100%

 

Currency exposure of NOI

USD

 

USD/RUB cap

 

RUB

 

EUR

 

Total

 

% of total

62%

5%

27%

6%

100%

 

Investment Portfolio

 

Moscow

 

We have ten projects in Moscow, including Logopark Sever, totalling 1,274,000sqm, and with 78% of space let at the year end.

 

Warehouse complex

Space (000 sqm)

NOI ($m)

Year end

Occupancy

 

Pushkino

214

12

80%

Istra

206

24

94%

Noginsk

204

26

80%

Sever

195

1

83%

Klimovsk

158

15

68%

Krekshino

118

15

99%

Nova Riga

68

1

29%

Lobnya

52

6

88%

Sholokhovo

45

0

6%

Southern

14

1

77%

 

The Moscow portfolio had a net reduction in occupied area of 23,600sqm during the year as lease expiries ran at a faster rate than new lettings. Moscow remains the most competitive market in which we operate, although the reduction in the amount of new space being built means the market has certainly stabilised.

 

St Petersburg and Regions

 

Warehouse complex

Space ('000 sqm)

NOI ($m)

Year end

Occupancy

St Petersburg

Shushary

148

13

97%

Gorigo

85

3

82%

Pulkovo

37

3

79%

Regions

Novosibirsk

121

10

94%

Rostov

101

6

73%

Office

St Petersburg

Kellerman

22

3

99%

Constanta

16

3

100%

Primium

11

3

100%

 

Occupancy in the regional markets of St Petersburg and Novosibirsk continues to be better than in Moscow, driven by demand from retailers and a lack of over supply because of less historic speculative development. Although Rostov was more competitive in 2016 and 2017, since the year end we have secured additional lettings of 9,600sqm and we are now 83% let. We have signed long term agreements with both Metro in Novosibirsk and Mars in Rostov where we have adapted premises to incorporate temperature controlled sections of the warehouse for the storage of specialist goods.

 

Since the acquisition of the St Petersburg portfolio we have worked hard to extend and enhance the income profile. At Kellerman we have signed a new six year lease without break with the largest tenant and increased the area they occupy and rental level by 33% and 35% respectively. We are in discussions with various other tenants on similar deals.

 

Tenant Mix

 

Warehouse

Tenant Type

Distribution

Retail

Manufacturing

Third Party Logistics operators

Other

 

Space ('000 sqm)

 

291 (21%)

 

402 (28%)

 

172 (12%)

512 (36%)

 

46 (3%)

 

Portfolio Yields

 

Warehouse

Moscow (%)

St Petersburg (%)

Regions (%)

2016

12 - 13

13.25

13.25

2017

11.25 - 12.5

12.5

12.5

 

The investment properties and additional phases of existing projects were valued by Jones Lang LaSalle ("JLL") at the year end, in accordance with the RICS Valuation and Appraisal guidelines, and are carried at a market value of $1.63 billion (see notes 11 & 12 to the financial statements). This has resulted in a net profit on revaluation of $38.2 million in portfolio value during the year.

 

Overall JLL have sharpened their yield assumptions for the portfolio although in general they still quote a range for yield across all sectors to reflect the difference in quality of assets, leases and differing currencies. The yields used for the portfolio fall within this range.

 

Estimated rental values ("ERVs") have remained static during the year, although the consensus is that they have now found their floor and the next move will be upwards, albeit gradually.

 

In the property investment market it is clear that the there is a two way tension. On the one hand the Central Bank of Russia has reduced its key lending rate from 10% to 7.5% since the start of 2017. Although this does not have a direct and immediate impact on the prices investors will pay for assets it is clear the risk premium for property assets has become more attractive. The cost of borrowing in Roubles has also fallen, making local currency funding increasingly attractive. On the other hand there are a number of forced or distressed sellers who wish to leave the market. This is primarily a function of the negative view of Russia in the Western press and a number of funds set up in 2007 and 2008 reaching the end of their life. This means there is not yet a clear trend for prices, although domestic buyers remain the most active.

 

Land Bank

 

Location

Property/Warehouse Complex

Land plot size (ha)

Additional phases of completed property

Moscow

Noginsk

26

Nova Riga

25

Lobnya

6

Regions

Rostov-On-Don

27

 Land bank

Regions

Omsk

19

Omsk 2

9

Ufa

48

Novgorod

44

Total

204

 

We continue to hold just over 50ha of land in Moscow for future development where we could build an additional 250,000sqm, although for the foreseeable future we do not anticipate starting development unless we secure pre-lets.

 

Our 6ha of development land at Lobnya, Moscow have been affected by recent changes in local highway planning. Since the year end these changes have been upheld by the court and as a consequence we have written down the carrying value of the land.

 

The Market

 

As indicated a year ago, the level of new development in the warehouse sector in the Moscow region has reduced during the year with new supply almost halving to just over 500,000sqm. Take up was almost 1.2 million sqm and as a result the vacancy rate in the market has fallen to around 9%. Demand was strongest from retail and distribution businesses who accounted for 39% and 19% of the take up respectively. The warehouse market is now almost without exception denominated in Roubles and rents are in the range of Roubles 3,600 per sqm to Roubles 4,000 per sqm for Grade A space.

 

Vacancy in our portfolio, especially in Moscow, remains higher than the general market as existing leases expire and new letting activity fails to keep pace. There are still a number of other developers who are leasing space at rents which we feel are below real market levels which is something we will resist doing as we believe it destroys value. As the economy stabilises we expect to see an improvement in letting activity in our portfolio during the year. This is already being reflected in the activity we have seen since the year end.

 

In St Petersburg and our two regional hubs of Rostov and Novosibirsk rental levels are broadly the same, although the lack of completion and tighter markets mean they are more often at the higher end of this range.

 

Investment volumes in the year increased to $4.6 billion, with 79% of this in Moscow. Over 80% of all deals were funded by Russian capital, and only 8% of the total capital or $370m went into the warehouse sector. JLL indicate prime yields in the range of 11-12.5% for Moscow warehouses.

 

There is certainly a general market view that 2018 will be a year of continued improvement on all fronts, including rents, yields and occupancy driven by a general improvement in the wider economy, lower central bank rates and market forces in the property sector.

Finance Review

 

We continue to assess our ability to make covered distributions with reference to underlying earnings and operating cash-flows after interest. The former also allows a comparison of operating results before mark to market valuation movements. The reconciliation between underlying and IFRS earnings is given in note 9 to the accounts.

 

Underlying Earnings

2017

2016

(Adjusted non IFRS measure)

$'000

$'000

Net rental and related income

166,729

151,741

Administrative expenses

(25,343)

(24,221)

Long term incentives

(1,635)

(3,133)

Bad debt provision

-

(22)

Foreign exchange gains

9,229

18,079

Share of profits of joint ventures

2,074

1,780

Operating profit

151,054

144,224

Net finance charge

(78,087)

(81,923)

Underlying profit before tax

72,967

62,301

Tax

(16,157)

(15,179)

Underlying profit after tax

56,810

47,122

Basic underlying earnings per share (cents)

8.56

7.17

 

Our investment portfolio, including the contribution from Roslogistics, shows the continuing effect of the transition from US Dollar pegged to Rouble leases. On a like for like basis, NOI has dropped from $172 million in 2015, to $150 million in 2016 and $136 million for 2017 but our acquisition strategy to counteract this fall in income is bearing fruit. We purchased two investment portfolios during the year, one in April and one in November, which contributed $10 million to NOI, giving investment income for the year of $146 million including the contribution from Roslogistics (see note 4). A full year of acquisition income should more than compensate for any additional drop in revenues from the existing portfolio in the current year.

 

In addition to the positive impact of acquisitions we have been successful in selling off part of the legacy land bank that we hold in the UK. This generated $21 million of income after costs and boosted our NOI for the year to $167 million.

 

Underlying administrative expenses increased during the year, predominantly due to general salary costs increasing on a strengthening Rouble and cash bonuses paid in the year. Bonuses in 2016 had a larger share based element.

 

As we hold an increasing amount of our free cash in Roubles the strengthening currency created a positive foreign exchange movement in US Dollar terms. This was countered by strengthening sterling at the end of the year increasing the US Dollar value of our preference share liabilities. This resulted in a foreign exchange gain of $9 million in the income statement (2016: profit of $18 million) and a foreign currency loss through reserves of $24.7 million (2016: gain of $10.9 million).

 

Underlying earnings increased to $56.8 million (2016: $47.1 million) giving Basic Underlying Earnings per Share of 8.56 cents (2016: 7.17 cents).

 

IFRS Earnings

2017

2016

$'000

$'000

Net rental and related income

166,729

151,741

Administrative expenses

(28,547)

(25,344)

Share based payments and other long term incentives

(4,545)

(9,077)

Foreign exchange profits

9,229

18,079

Share of joint venture profits

2,074

1,780

Operating profit

144,940

137,179

Profit/(Loss) on revaluation

38,152

(43,324)

Profit on disposal

-

3,807

Net finance charge

(92,445)

(75,416)

IFRS profit before tax

90,647

22,246

Tax

(32,961)

(14,527)

IFRS profit after tax

57,686

7,719

 

IFRS earnings are bolstered by the revaluation gain on the portfolio offset against other mark to market movements on derivatives, amortisation and depreciation charges and an increased deferred tax liability of $16.7 million on the gains. We also impaired the remaining goodwill of $2 million carried against the Raven Mount subsidiary following the sale of the strategic land bank and this is included in administrative expenses.

 

Finance costs increased with the issue of new convertible preference shares during the year, the proceeds being used for the acquisition completed at the end of the year. Finance income from cash balances held increased to $7.2 million (2016: $3.4 million) reflecting the higher proportion of Rouble cash generating a better interest return. 2016 also had a one off gain of $15.4 million on the redemption of a loan at below book value which was not repeated this year.

 

Investment Properties

 

A tightening of yields and stable ERVs resulted in a revaluation gain of $38.2 million for our investment properties during the year. Together with acquisitions this increases the carrying value of investment properties to $1.57 billion. The carrying value of land held for development reduced by $2.8 million, the majority relating to one small site where changes in local highway planning has reduced the possibility of new development on this site. This gives a carrying value of investment properties under construction of $38.4 million.

 

Debtors and Creditors

 

Debtors and creditors are inflated by the most recent acquisition, creditors including a provision for deferred consideration which is dependent on the leasing of vacant space on the asset and debtors including VAT recoverable on the consideration paid to date. Tax payable is also increased by uncertain tax provisions made in the year.

 

Cash and Debt

 

Cash flow Summary

2017

2016

$'000

$'000

Net cash generated from operating activities

125,487

118,012

Net cash used in investing activities

(199,733)

(992)

Net cash generated/(used) in financing activities

127,298

(120,759)

Net increase/(decrease) in cash and cash equivalents

53,052

(3,739)

Effect of foreign exchange rate changes

14,993

69

Increase/(decrease) in cash

68,045

(3,670)

Closing cash and cash equivalents

266,666

198,621

 

Cash balances increase by $68 million with a refinancing straddling the year end, a new facility of $62.3 million being drawn on 29 December 2017 but the old facility of the same amount not repaid until 9 January 2018. This artificially increases cash and debt repayable within one year at the balance sheet date.

 

In essence, adjusting for above, cash balances are flat for the year, acquisition expenditure of $190 million being financed from the issue of new convertible preference shares and profits generated.

 

Bank Debt

2017

2016

$m

$m

Fixed rate debt

191

131

Debt hedged with swaps

-

112

Debt hedged with caps

651

469

842

712

Unhedged debt

14

37

856

749

Unamortised loan origination costs and accrued interest

(9)

(9)

Total debt

847

740

Undrawn facilities

-

-

Weighted average cost of debt

7.62%

7.48%

Weighted average term to maturity

4.5

4.7

 

The quantum and number of facilities maturing each year is shown below.

 

Year

2018

2019

2020

2021

2022

2023-2024

Debt maturing ($ million)

76

138

15

197

163

267

Percentage of total debt maturing (%)

9

16

2

23

19

31

Number of maturing facilities

2

3

1

3

2

5

 

We continue to extend the maturity dates of our secured facilities, 50% of debt now maturing after 2021. The effective loan to value ratio on theses facilities is 53% (2016: 55%).

 

Our cost of debt has increased slightly to 7.62% (2016: 7.48%) with increases in underlying US LIBOR.

 

Taxation

 

The tax charge for the year increases with a deferred tax liability charge on the property revaluations. Tax paid in cash terms rose to $14.4 million (2016: $7.7 million), the majority a result of the introduction of the new tax ruling last year, limiting the offset of deferred tax assets to 50% of profits.

 

Subsidiaries

 

Raven Mount contributed significantly to profits during the year, generating $24.3 million on the sale of legacy land plots held in the UK which had a book value of $0.7 million.

 

Roslogistics operated out of 112,700sqm of warehouse space at the year end and has increased its Rouble NOI by 10% to Roubles 724 million. We are keen to develop this business in the medium term and increased administration costs include investment into the on-going strategy for operations.

 

Outlook

 

Our acquisition strategy is supporting our transition to Rouble rents. Over the coming year we will start to align our foreign currency risk by introducing elements of Rouble debt into our secured facilities. Should the Central Bank of Russia continue with its reduction in the Central Bank rate then this exercise will be accelerated.

 

Risk Report

 

Risk Appetite

 

The Group continues to adapt its balance sheet to meet the risks of the market in which we operate. The key financial risks continue to be foreign exchange driven, our income model now predominantly Rouble based but our financing US Dollar and Sterling based. Our approach is threefold:

 

· In the short term we have reduced our amortising US Dollar debt facilities and extended the period of amortisation to build in sufficient covenant headroom to manage adverse foreign exchange movements;

· We have embarked on an acquisition strategy to build our Rouble income streams as our US Dollar pegged income continues to decline; and

· With Russian Central Bank rates reducing, we expect all new and maturing financing facilities to have an increasing proportion of Rouble denominated debt, reducing our exposure to US Dollar financing over the medium term.

 

With a certain stability returning to the Russian market in 2017, our risk appetite has increased as we seek income enhancing acquisition opportunities.

 

Risk Management and Internal Controls

 

The Board is responsible for the management of risk and regularly carries out a robust assessment of the principal risks and uncertainties affecting the business, discusses how these may impact on operations, performance and solvency and what mitigating actions, if any, can be taken. The Audit Committee is responsible for ensuring that the internal control procedures are robust and that risk management processes are appropriate. A fuller explanation of the processes is given in the Audit Committee Report.

 

The business recruited additional senior managers in both our Cyprus and Moscow offices this year. Together with our acquisition and growth plans it became evident that the current operational review structure would become less effective with the increased senior team. Each department now holds its own weekly meeting to review risks and issues and reports to an operational oversight Group of eight members comprising two executive directors, two directors of the intermediate Cypriot holding board and four senior managers. This group also meets weekly. At least one of the oversight Group sits on each departmental committee. Departmental meetings cover the day to day operating issues and refer key issues to the oversight Group where appropriate. The oversight Group also discusses business wide issues and risks and reports into the Executive Board at the formal bi monthly Board meetings. With the addition of the Company Secretary, the oversight Board also acts as the Risk Committee, reporting to the Audit Committee.

 

The risk management process is designed to identify, evaluate and mitigate any significant risk the Group faces. The process aims to manage rather than eliminate risks and can only provide reasonable and not absolute assurance.

 

The Audit Committee has not identified any significant failings or weaknesses in the internal control and risk assessment procedures during the year.

 

Principal Risks and Uncertainties

 

We have set out in the following tables the principal risks and uncertainties that face our business, our view on how those risks have changed during the year and a description of how we mitigate or manage those risks. We have also annotated those risks that have been considered as part of the viability assessment.

 

Financial Risk

 

Risk

Impact

Mitigation

Change in 2017

Oil price

(Viability Statement Risk)

 

Oil price volatility returns in the medium term leading to a weakening Rouble.

 

 

 

 

 

 

 

 

 

This leads to further falls in US Dollar equivalent income and an increase in the credit risk of those tenants who remain in US Dollar pegged leases.

 

 

 

Reduced consumer demand has an impact on appetite for new lettings, the renewal of existing leases and restricts rental growth.

 

 

 

The percentage of US Dollar pegged leases continues to decline now the market is predominately Rouble based.

 

With little or no speculative development in the market, research continues to forecast a drop in vacancy level.

 

 

 

 

Interest rates

(Viability Statement Risk)

 

Increases in US LIBOR

 

 

 

Cost of debt increases and Group profitability and debt service cover reduce.

 

 

 

The majority of our variable cost of debt is hedged with the use of swaps and caps on US LIBOR or fixed rate facilities.

 

With Russian Central Bank Rates now falling we are also considering moving away from US Dollar debt in the medium term.

 

Foreign Exchange

(Viability Statement Risk)

 

The move to a Rouble denominated rental market increases foreign exchange risk as our debt and capital bases are US Dollar and Sterling denominated respectively.

 

 

A weakening of the Rouble against those currencies reduces our ability to service US Dollar debt, Sterling preference share coupon and Sterling distributions.

 

 

The high yield that we generate on assets has cushioned the impact of severe Rouble depreciation.

 

Our acquisition strategy is also allowing us to re-build our profitability with Rouble denominated market rental income.

 

The intention is for all new and maturing bank facilities to have an increasing element of Rouble denominated funding to reduce our US Dollar exposure over the medium term.

 

 

 

 

Bank Covenants

(Viability Statement Risk)

 

The significant drop in US Dollar equivalent rents impacts on both loan to value ("LTV") and debt service cover ratio ("DSCR") covenants on US Dollar debt facilities.

 

 

The likelihood of debt facility covenant breaches increases.

 

 

 

We have completed a restructuring of debt facilities, extending amortisation periods and reducing the principal outstanding to create additional covenant headroom.

 

There is very little recourse to the holding company and other than the new office portfolio acquisition, no cross collateralisation between projects on events of default.

 

 

Property Investment

Risk

Impact

Mitigation

Change in 2017

Acquisitions

(Viability Statement Risk)

Our acquisition activity has increased significantly and we operate in an immature investment market where legacy issues are common with Russian acquisitions.

 

 

Legacy issues may erode earnings enhancement and integration into our existing systems may involve excessive management resource.

 

 

We have increased our senior management resource in the year with both international and Russian experience in real estate acquisitions.

·

External advisers undertake full detailed due diligence on any acquisition projects.

·

·

 

 

Sector focus

Investment is made in new real estate sectors (such as office and retail).

Lack of experience in the new sectors may increase acquisition risks and lead to higher transaction costs and use of excessive management resource.

We have recruited management resource with the appropriate expertise and are familiar with the external advisors specialising in those sectors.

 

Leases

(Viability Statement Risk)

Market practice increasingly incorporates lease break requirements and landlord fit-out obligations.

This can lead to uncertainty of annualised income due to lease break clauses.

 

Additional landlord risk on delivery of tenant fit-out requirements.

Proactive property management and continued open dialogue with tenants.

 

Dedicated resources assigned to fit-out obligations under leases, project management and management oversight.

Joint Ventures

 

Growth plans could include entering into joint venture arrangements in certain parts of the business.

 

 

 

This could lead to reliance on third parties to help deliver business outcomes.

 

 

Any joint venture will be governed by a joint venture agreement and each joint venture party will be required to sign up to Raven Russia's code of conduct. Senior management resource has been enhanced to ensure proper oversight and experience of any joint venture arrangements entered into.

 

NEW

 

Russian Domestic Risk

 

Risk

Impact

Mitigation

Change in 2017

Legal Framework

 

The legal framework in Russia continues to develop with a number of new and proposed laws expected to come into force in the near future.

 

 

 

 

 

 

The large volume of new legislation from various state bodies is open to interpretation, puts strain on the judicial system and can be open to abuse.

 

 

 

 

We have an experienced in house legal team including a litigation specialist. We use a variety of external legal advisors when appropriate.

 

Our lease agreements have been challenged and have proven to be robust in both ICAC arbitration and in Russian Courts.

 

Russian Taxation

 

Russian tax code is changing in line with global taxation trends in areas such as transfer pricing and capital gains tax.

 

 

Tax treaties may be renegotiated and new legislation may increase the Group's tax expense.

 

 

The key tax treaty for the Group is between Russia and Cyprus and this was renegotiated during 2013 with no significant impact on the business;

 

Changes in capital gains tax rules have led to a change in our calculation of Adjusted Diluted NAV per share; and

 

Russia remains a relatively low tax jurisdiction with 20% Corporation tax.

 

 

 

 

 

 

 

Personnel Risks

 

Risk

Impact

Mitigation

Change in 2017

Key Personnel

 

Failing to retain key personnel.

 

 

 

 

Strategy becomes more difficult to flex or implement.

 

 

The Remuneration Committee and Executives review remuneration packages against comparable market information;

 

Employees have regular appraisals and documented development plans and targets; and

 

A new incentive scheme was approved at the last AGM.

 

Political and Economic Risk

 

Risk

Impact

Mitigation

Change in 2017

Sanctions

 

The use of economic sanctions by the US and EU continues for the foreseeable future.

 

 

Continued isolation of Russia from international markets and a return to a declining Russian economy.

 

 

 

The local market has accepted the inevitability of long term economic sanctions and this has played its part in the fundamental changes to the Russian economy. We have adapted our business model to secure our position in the market. However, the risk of increased sanctions remains.

 

Change key

 

Increased risk in the period

 Stable risk in the period

Decreased risk in the period

 

Signed for and on behalf of the Board

 

Colin Smith

Director

11 March 2018

 

Directors' Responsibility Statement

 

The Statement of Directors' Responsibilities below has been prepared in connection with the Company's full Annual Report and Accounts for the year ended 31 December 2017.

 

The Board confirms to the best of its knowledge:

 

The financial statements, prepared in accordance with International Financial Reporting Standards as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit and loss of the Company and the undertakings included in the consolidation taken as a whole;

 

The strategic 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; and

 

The Annual Report and Accounts, taken as a whole, are fair balanced and understandable and provide the information necessary for shareholders to assess the Company's performance, business model and strategy.

 

This responsibility statement was approved by the Board of Directors on 11 March 2018 and is signed on its behalf by:

 

 

 

Mark Sinclair Colin Smith

Chief Financial Officer Chief Operating Officer

 

GROUP INCOME STATEMENT

For the year ended 31 December 2017

2017

2016

Underlying

Capital

Underlying

Capital

earnings

and other

Total

earnings

and other

Total

Notes

$'000

$'000

$'000

$'000

$'000

$'000

Gross revenue

4/5

228,083

-

228,083

195,294

-

195,294

Property operating expenditure and cost of sales

(61,354)

-

(61,354)

(43,553)

-

(43,553)

Net rental and related income

166,729

-

166,729

151,741

-

151,741

Administrative expenses

4/6

(25,343)

(3,204)

(28,547)

(24,243)

(1,101)

(25,344)

Share-based payments and other long term incentives

32

(1,635)

(2,910)

(4,545)

(3,133)

(5,944)

(9,077)

Foreign currency profits

9,229

-

9,229

18,079

-

18,079

Operating expenditure

(17,749)

(6,114)

(23,863)

(9,297)

(7,045)

(16,342)

Share of profits of joint ventures

16

2,074

-

2,074

1,780

-

1,780

Operating profit / (loss) before profits and losses on investment property

151,054

(6,114)

144,940

144,224

(7,045)

137,179

Unrealised profit / (loss) on revaluation of investment property

11

-

42,320

42,320

-

(40,192)

(40,192)

Profit on disposal of investment property under construction

12

-

-

-

-

3,807

3,807

Unrealised loss on revaluation of investment property under construction

12

-

(4,168)

(4,168)

-

(3,132)

(3,132)

Operating profit / (loss)

4

151,054

32,038

183,092

144,224

(46,562)

97,662

Finance income

7

7,248

914

8,162

3,436

18,086

21,522

Finance expense

7

(85,335)

(15,272)

(100,607)

(85,359)

(11,579)

(96,938)

Profit / (loss) before tax

72,967

17,680

90,647

62,301

(40,055)

22,246

Tax

8

(16,157)

(16,804)

(32,961)

(15,179)

652

(14,527)

Profit / (loss) for the year

56,810

876

57,686

47,122

(39,403)

7,719

Earnings per share:

9

Basic (cents)

8.69

1.17

Diluted (cents)

8.30

1.16

Underlying earnings per share:

9

Basic (cents)

8.56

7.17

Diluted (cents)

7.41

6.81

The total column of this statement represents the Group's Income Statement, prepared in accordance with IFRS as adopted by the EU. The "underlying earnings" and "capital and other" columns are both supplied as supplementary information permitted by IFRS as adopted by the EU. Further details of the allocation of items between the supplementary columns are given in note 9.

All items in the above statement derive from continuing operations.

All income is attributable to the equity holders of the parent company. There are no non-controlling interests.

The accompanying notes are an integral part of this statement.

 

GROUP STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2017

2017

2016

$'000

$'000

Profit for the year

57,686

7,719

Other comprehensive income, net of tax

Items to be reclassified to profit or loss in subsequent periods:

Foreign currency translation on consolidation

(24,712)

10,942

Total comprehensive income for the year, net of tax

32,974

18,661

All income is attributable to the equity holders of the parent company. There are no non-controlling interests.

The accompanying notes are an integral part of this statement.

 

 

GROUP BALANCE SHEET

As at 31 December 2017

2017

2016

Notes

$'000

$'000

Non-current assets

Investment property

11

1,568,126

1,300,643

Investment property under construction

12

38,411

41,253

Plant and equipment

4,248

3,044

Goodwill

14

-

1,882

Investment in joint ventures

16

9,983

9,731

Other receivables

17

5,625

3,724

Derivative financial instruments

19

7,948

5,012

Deferred tax assets

26

34,629

27,451

1,668,970

1,392,740

Current assets

Inventory

423

771

Trade and other receivables

18

78,946

52,669

Derivative financial instruments

19

445

358

Cash and short term deposits

20

266,666

198,621

346,480

252,419

Total assets

2,015,450

1,645,159

Current liabilities

Trade and other payables

21

107,357

65,408

Derivative financial instruments

19

35

943

Interest bearing loans and borrowings

22

106,697

40,787

214,089

107,138

Non-current liabilities

Interest bearing loans and borrowings

22

740,485

699,038

Preference shares

23

146,458

131,703

Convertible preference shares

24

269,031

119,859

Other payables

25

34,566

25,259

Derivative financial instruments

19

-

67

Deferred tax liabilities

26

81,063

61,869

1,271,603

1,037,795

Total liabilities

1,485,692

1,144,933

Net assets

529,758

500,226

Equity

Share capital

27

12,479

12,578

Share premium

207,746

216,938

Warrants

28

441

1,161

Own shares held

29

(5,742)

(7,449)

Convertible preference shares

24

14,497

8,453

Capital reserve

(217,782)

(245,426)

Translation reserve

(201,911)

(177,199)

Retained earnings

720,030

691,170

Total equity

30 / 31

529,758

500,226

Net asset value per share (cents):

31

Basic

81

76

Diluted

80

71

Adjusted net asset value per share (cents):

31

Basic

78

71

Diluted

77

68

The financial statements were approved by the Board of Directors on 11 March 2018 and signed on its behalf by:

Mark Sinclair

 Colin Smith

Chief Financial Officer

 Chief Operating Officer

The accompanying notes are an integral part of this statement.

 

 

GROUP STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2017

Share Capital

Share Premium

Warrants

Own Shares Held

Convertible Preference Shares

Capital Reserve

Translation Reserve

Retained Earnings

Total

For the year ended 31 December 2016

Notes

$'000

$'000

$'000

$'000

$'000

$'000

$'000

$'000

$'000

At 1 January 2016

12,776

224,735

1,167

(52,101)

-

(210,176)

(188,141)

676,782

465,042

Profit for the year

-

-

-

-

-

-

-

7,719

7,719

Other comprehensive income

-

-

-

-

-

-

10,942

-

10,942

Total comprehensive income for the year

-

-

-

-

-

-

10,942

7,719

18,661

Warrants exercised

27/28

2

41

(6)

-

-

-

-

-

37

Convertible preference shares issued

24

-

-

-

-

8,453

-

-

-

8,453

Conversion of convertible preference shares

24/27

-

-

-

-

-

-

-

-

-

Own shares acquired

29

-

-

-

(133)

-

-

-

-

(133)

Own shares disposed

29

-

-

-

43,161

-

-

-

(28,549)

14,612

Own shares allocated

29

-

-

-

1,543

-

-

-

(1,441)

102

Ordinary shares cancelled

27/29

(200)

(7,838)

-

81

-

-

-

-

(7,957)

Share-based payments

32 c

-

-

-

-

-

-

-

1,409

1,409

Transfer in respect of capital losses

-

-

-

-

-

(35,250)

-

35,250

-

At 31 December 2016

12,578

216,938

1,161

(7,449)

8,453

(245,426)

(177,199)

691,170

500,226

For the year ended 31 December 2017

Profit for the year

-

-

-

-

-

-

-

57,686

57,686

Other comprehensive income

-

-

-

-

-

-

(24,712)

-

(24,712)

Total comprehensive income for the year

-

-

-

-

-

-

(24,712)

57,686

32,974

Warrants exercised

27/28

180

5,037

(720)

-

-

-

-

-

4,497

Convertible preference shares issued

24

-

-

-

-

6,067

-

-

-

6,067

Conversion of convertible preference shares

24/27

6

348

-

-

(23)

-

-

-

331

Own shares acquired

29

-

-

-

(158)

-

-

-

-

(158)

Own shares disposed

29

-

-

-

-

-

-

-

-

-

Own shares allocated

29

-

-

-

1,818

-

-

-

(1,182)

636

Ordinary shares cancelled

27/29

(285)

(14,577)

-

47

-

-

-

-

(14,815)

Share-based payments

32

-

-

-

-

-

-

-

-

-

Transfer in respect of capital losses

-

-

-

-

-

27,644

-

(27,644)

-

At 31 December 2017

12,479

207,746

441

(5,742)

14,497

(217,782)

(201,911)

720,030

529,758

The accompanying notes are an integral part of this statement.

 

 

GROUP CASH FLOW STATEMENT

For the year ended 31 December 2017

2017

2016

Notes

$'000

$'000

Cash flows from operating activities

Profit before tax

90,647

22,246

Adjustments for:

Impairment of goodwill

6

2,061

-

Depreciation

6

1,143

1,101

Provision for bad debts

6

(93)

22

Share of profits of joint ventures

16

(2,074)

(1,780)

Finance income

7

(8,162)

(21,522)

Finance expense

7

100,607

96,938

Profit on disposal of investment property under construction

12

-

(3,807)

(Profit) / loss on revaluation of investment property

11

(42,320)

40,192

Loss on revaluation of investment property under construction

12

4,168

3,132

Foreign exchange profits

(9,229)

(18,079)

Non-cash element of share-based payments and other long term incentives

32

2,910

5,944

139,658

124,387

Changes in operating working capital

(Increase) / decrease in operating receivables

(1,148)

4,419

Decrease in other operating current assets

429

391

Decrease in operating payables

(1,449)

(8,026)

137,490

121,171

Receipts from joint ventures

16

2,711

4,521

Tax paid

(14,714)

(7,680)

Net cash generated from operating activities

125,487

118,012

Cash flows from investing activities

Payments for property improvements

(14,793)

(9,163)

Refunds of VAT on construction

-

493

Acquisition of subsidiaries

39

(86,606)

-

Cash acquired with subsidiaries

39

4,088

-

Acquisition of investment property

11

(107,481)

-

Proceeds from disposal of investment property under construction

12

-

4,595

Purchase of plant and equipment

(2,196)

(653)

Loans repaid

-

337

Interest received

7,255

3,399

Net cash used in investing activities

(199,733)

(992)

Cash flows from financing activities

Proceeds from long term borrowings

271,457

-

Repayment of long term borrowings

(125,371)

(108,150)

Loan amortisation

(38,322)

(56,343)

Bank borrowing costs paid

(64,171)

(66,808)

Exercise of warrants

27 / 28

4,497

37

Preference shares purchased

23

(112)

(713)

Ordinary shares purchased

27 / 29

(14,337)

(7,988)

Ordinary shares sold

29

-

14,612

Dividends paid on preference shares

(14,732)

(15,088)

Dividends paid on convertible preference shares

(13,143)

(4,349)

Issue of convertible preference shares

24

126,402

128,327

Premium paid for derivative financial instruments

(4,870)

(4,296)

Net cash generated from / (used in) financing activities

127,298

(120,759)

Net increase / (decrease) in cash and cash equivalents

53,052

(3,739)

Opening cash and cash equivalents

198,621

202,291

Effect of foreign exchange rate changes

14,993

69

Closing cash and cash equivalents

20

266,666

198,621

The accompanying notes are an integral part of this statement.

 

NOTES TO THE FINANCIAL STATEMENTS

 For the year ended 31 December 2017

1. General information

 

Raven Russia Limited (the "Company") and its subsidiaries (together the "Group") is a property investment group specialising in commercial real estate in Russia.

 

The Company is incorporated and domiciled in Guernsey under the provisions of the Companies (Guernsey) Law, 2008. The Company's registered office is at La Vieille Cour, La Plaiderie, St Peter Port, Guernsey GY1 6EH.

 

The audited financial statements of the Group for the year ended 31 December 2017 were authorised by the Board for issue on 11 March 2018.

2. Accounting policies

 

Basis of preparation

 

The Company has taken advantage of the exemption conferred by the Companies (Guernsey) Law, 2008, section 244, not to prepare company financial statements as group financial statements have been prepared for both current and prior periods. The group financial statements are presented in US Dollars and all values are rounded to the nearest thousand dollars ($'000) except where otherwise indicated.

 

The principal accounting policies adopted in the preparation of the group financial statements are set out below. The policies have been consistently applied to all years presented, unless otherwise indicated.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the accounting policies. The areas involving a high degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3.

Going concern

 

The financial position of the Group, its cash flows, liquidity position and borrowings are described in the Financial Review and the notes to these financial statements. After making appropriate enquiries and examining sensitivities that could give rise to financial exposure, the Board has a reasonable expectation that the Group has adequate resources to continue operations for the foreseeable future. Accordingly, the Group continues to adopt the going concern basis in the preparation of these financial statements.

Statement of compliance

 

The financial statements of the Group have been prepared in accordance with International Financial Reporting Standards adopted for use in the European Union ("IFRS") and the Companies (Guernsey) Law, 2008.

Changes in accounting policies

 

The accounting policies adopted are consistent with those of the previous financial year. The Group has adopted new and amended IFRS and IFRIC interpretations as of 1 January 2017, which had no impact on the financial position or performance of the Group.

Certain new standards, interpretations and amendments to existing standards have been published that are mandatory for later accounting periods and which have not been adopted early. Of these the five thought to have a possible impact on the Group are:

 

IFRS 9 Financial Instruments (effective 1 January 2018)

IFRS 2 Classification and Measurement of Share-based Payment Transactions (Amendments to IFRS 2 effective 1 January 2018)

IAS 40 Transfer of Investment Property (Amendments to IAS 40 effective 1 January 2018)

IFRS 15 Revenue from contracts with customers (effective 1 January 2018)

IFRS 16 Leases (effective 1 January 2019)

 

The Group has assessed the impact of these changes and does not expect them to significantly impact on the financial position or performance of the Group. There may, however, be changes to disclosures within the financial statements.

 

The standards, amendments or revisions are effective for annual periods beginning on or after the dates noted above.

Basis of consolidation

 

The consolidated financial statements incorporate the financial statements of the Company, its subsidiaries and the special purpose vehicles ("SPVs") controlled by the Company, made up to 31 December each year. Control is achieved where the Company is exposed, or has rights, to variable returns from its involvement with or ownership of the investee entity and has the ability to affect those returns through its power over the investee.

 

The Group has acquired investment properties through the purchase of SPVs. In the opinion of the Directors, these transactions did not meet the definition of a business combination as set out in IFRS 3 "Business Combinations". Accordingly the transactions have not been accounted for as an acquisition of a business and instead the financial statements reflect the substance of the transactions, which is considered to be the purchase of investment property and investment property under construction.

 

The results of subsidiaries acquired or disposed of during the year are included in the Income Statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.

 

Where necessary, adjustments are made to the financial statements of entities acquired to bring the accounting policies into line with those used by the Group.

 

All intra-group transactions, balances, income and expenditure are eliminated on consolidation.

Joint ventures

 

A joint venture is a contractual arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the activities require unanimous consent of the contracting parties for strategic financial and operating decisions.

 

The Group's investments in joint ventures are accounted for using the equity method. Under the equity method, the investment in a joint venture is initially recognised at cost. The carrying value of the investment is adjusted to recognise changes in the Group's share of net assets of the joint venture since the acquisition date. Any premium paid for an interest in a joint venture above the fair value of the Group's share of identifiable assets, liabilities and contingent liabilities is determined as goodwill. Goodwill relating to a joint venture is included in the carrying amount of the investment and is neither amortised nor individually tested for impairment.

 

The aggregate of the Group's share of profit or loss of joint ventures is shown on the face of the Income Statement within Operating Profit and represents the profit or loss after tax.

Revenue recognition

 

(a) Property investment

Rental income from operating leases is recognised in income on a straight-line basis over the lease term. Rental increases calculated with reference to an underlying index and the resulting rental income ("contingent rents") are recognised in income as they are determined.

 

Incentives for lessees to enter into lease agreements are spread evenly over the lease term, even if the payments are not made on such a basis. The lease term is the non-cancellable period of the lease, together with any further term for which the tenant has the option to continue the lease, where, at the inception of the lease, the directors are reasonably certain that the tenant will exercise that option.

 

Premiums received to terminate leases are recognised in the Income Statement as they arise.

 

(b) Roslogistics Logistics revenue, excluding value added tax, is recognised as services are provided.

 

(c) Raven Mount. The sale of completed property and land is recognised on legal completion.

Taxation

 

The Company is a limited company registered in Guernsey, Channel Islands, and is exempt from taxation. The Group is liable to Russian, UK and Cypriot tax arising on the results of its Russian, UK and Cypriot operations.

 

The tax expense represents the sum of the tax currently payable and deferred tax.

(a) Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit (or loss) as reported in the Income Statement because it excludes items of income and expenditure that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

(b) Tax provisions

A current tax provision is recognised when the Group has a present obligation as a result of a past event and it is probable that the Group will be required to settle that obligation. A provision for uncertain taxes is recorded within current tax payable (see note 21).

(c) Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Unrecognised deferred tax assets are reassessed at each balance sheet date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

 

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised, based on tax rates that have been enacted or substantively enacted at the reporting date. Deferred tax is charged or credited in the Income Statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

 

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

(d) Value added tax

Revenue, expenditure, assets and liabilities are recognised net of the amount of value added tax except:

Where the value added tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case the value added tax is recognised as part of the cost of acquisition of the asset or as part of the expenditure item as applicable; and

Receivables and payables that are stated with the amount of value added tax included.

 

The net amount of value added tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables, as appropriate, in the Balance Sheet.

Investment property and investment property under construction

 

Investment property comprises completed property and property under construction held to earn rentals or for capital appreciation or both. Investment property comprises both freehold and leasehold land and buildings.

 

Investment property is measured initially at its cost, including related transaction costs. After initial recognition, investment property is carried at fair value. The Directors assess the fair value of investment property based on independent valuations carried out by their appointed property valuers or on independent valuations prepared for banking purposes. The Group has appointed Jones Lang LaSalle as property valuers to prepare valuations on a semi-annual basis. Valuations are undertaken in accordance with appropriate sections of the current Practice Statements contained in the Royal Institution of Chartered Surveyors Appraisal and Valuation Standards, 2014 Edition (the "Red Book"). This is an internationally accepted basis of valuation. Gains or losses arising from changes in the fair value of investment property are included in the Income Statement in the period in which they arise. For the purposes of these financial statements, in order to avoid double counting, the assessed fair value is reduced by the present value of any tenant incentives and contracted rent uplifts that are spread over the lease term and increased by the carrying amount of any liability under a head lease that has been recognised in the Balance Sheet.

 

Borrowing costs that are directly attributable to the construction of investment property are included in the cost of the property from the date of commencement of construction until construction is completed.

Leasing (as lessors)

 

Leases where the Group does not transfer substantially all the risks and benefits incidental to ownership of the asset are classified as operating leases. All of the Group's properties are leased under operating leases and are included in investment property in the Balance Sheet.

Financial assets

 

The Group classifies its financial assets into one of the categories discussed below, depending upon the purpose for which the asset was acquired. The Group has not classified any of its financial assets as held to maturity.

(a) Fair value through profit or loss

This category comprises only in-the-money derivatives (see financial liabilities policy for out-of-the-money derivatives), which are carried at fair value with changes in the fair value recognised in the Income Statement in finance income or finance expense.

 

(b) Loans and receivables

These are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. In the case of the Group, loans and receivables comprise trade and other receivables, loans, security deposits, restricted cash and cash and short term deposits.

 

Loans and receivables are initially recognised at fair value, plus transaction costs that are directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.

 

If there is objective evidence that an impairment loss has been incurred, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows. The amount of the impairment loss is recognised in administrative expenses.

 

If in a subsequent period the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment is recognised, the previously recognised impairment loss is reversed. Any such reversal of an impairment loss is recognised in the Income Statement.

 

Cash and short term deposits include cash in hand, deposits held at call with banks and other short term highly liquid investments with original maturities of three months or less.

Financial liabilities and equity instruments

 

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.

 

The Group classifies its financial liabilities into one of the categories listed below.

 

(a) Fair value through profit or loss

This category comprises only out-of-the-money derivatives, which are carried at fair value with changes in the fair value recognised in the Income Statement in finance income or finance expense.

 

(b) Other financial liabilities

Other financial liabilities include interest bearing loans, trade payables (including rent deposits and retentions under construction contracts), preference shares, convertible preference shares and other short-term monetary liabilities. Trade payables and other short-term monetary liabilities are initially recorded at fair value and subsequently carried at amortised cost using the effective interest rate method.

 

Interest bearing loans, convertible preference shares and preference shares are initially recorded at fair value net of direct issue costs and subsequently carried at amortised cost using the effective interest rate method. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are charged to the Income Statement using the effective interest rate method.

 

An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. The Group considers the convertible preference shares to be a compound financial instrument, that is they have a liability and equity component. On the issue of convertible preference shares the fair value of the liability component is determined and the balance of the proceeds of issue is deemed to be equity. The Group's other equity instruments are its ordinary shares and warrants.

Own shares held

 

Own equity instruments which are acquired are recognised at cost and deducted from equity. No gain or loss is recognised in the Income Statement on the purchase, sale, issue or cancellation of the Group's own equity instruments. Any difference between the carrying amount and the consideration is recognised in retained earnings.

Share-based payments and other long term incentives

 

The Group rewards its key management and other senior employees by a variety of means many of which are settled by ordinary, preference shares or convertible preference shares of the Company.

 

Awards linked to or that may be settled by ordinary shares

The share component of the 2016 Retention Scheme may be settled in any of the Company's listed securities, including ordinary shares, and as a consequence falls within the scope of IFRS 2 Share-based payments. To date the instalments have been settled by preference shares and convertible preference shares and therefore are cash-settled transactions. The cost of cash-settled transactions is recognised as an expense over the vesting period, measured by reference to the fair value of the corresponding liability, which is recognised on the Balance Sheet. The liability is remeasured at fair value at each balance sheet date until settlement, with changes in the fair value recognised in the Income Statement.

 

Awards not linked to or settled by ordinary shares

These awards are accounted for in accordance with IAS 19 Employee Benefits whereby the Group estimates the cost of awards using the projected unit credit method, which involves estimating the future value of the preference shares or convertible preference shares, as appropriate, at the vesting date and the probability of the awards vesting. The resulting expense is charged to the Income Statement over the performance period and the liability is remeasured at each Balance Sheet date.

 

The cash component of the 2016 Retention Scheme has been accounted for in this way.

Foreign currency translation

 

(a) Functional and presentation currency

Items included in the financial statements of each Group entity are measured in the currency of the primary economic environment in which the entity operates (the "functional currency"). For the Company the directors consider this to be Sterling. The presentation currency of the Group is United States Dollars, which the directors consider to be the key currency for the Group's operations as a whole.

 

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Income Statement. Non-monetary assets and liabilities are translated using exchange rates at the date of the initial transaction or when their fair values are reassessed.

 

(c) On consolidation

The results and financial position of all the Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

(i) assets and liabilities for each Balance Sheet are translated at the closing rate at the date of the Balance Sheet;

(ii) income and expenditure for each Income Statement are translated at the average exchange rate prevailing in the period unless this does not approximate the rates ruling at the dates of the transactions in which case they are translated at the transaction date rates; and

(iii) all resulting exchange differences are recognised in Other Comprehensive Income.

 

On consolidation, the exchange differences arising from the translation of the net investment in foreign entities are recognised in Other Comprehensive Income. When a foreign entity is sold, such exchange differences are recognised in the Income Statement as part of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

Dividends

 

Dividends to the Company's ordinary shareholders are recognised when they become legally payable. In the case of interim dividends, this is when declared by the directors. In the case of final dividends, this is when they are approved by the shareholders at an AGM.

3. Critical accounting estimates and judgements

 

The Group makes certain estimates and judgements regarding the future. Estimates and judgements are continually evaluated and are based on historical experience as adjusted for current market conditions and other factors. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are outlined below.

Judgements other than estimates

 

In the process of applying the Group's accounting policies the following are considered to have the most significant effect on the amounts recognised in the consolidated financial statements:

(a) Acquisitions

 

Properties can be acquired through the corporate acquisition of a subsidiary company. At the time of acquisition, the Group considers whether the acquisition represents the acquisition of a business. The Group accounts for the acquisition as a business combination where an integrated set of activities is acquired in addition to the property. More specifically, consideration is made of the extent to which significant processes are acquired and the extent of ancillary services provided by the subsidiary.

 

When the acquisition of a subsidiary does not represent a business, it is accounted for as an acquisition of a group of assets and liabilities. The cost of the acquisition is allocated to the assets and liabilities acquired based on their relative fair values, and no goodwill or deferred tax liabilities are recognised. As detailed in note 39, the Group purchased Gorigo Logistics Park, Primium Business Centre and Kellerman Business Centre by acquiring all of the issued share capital of the corporate vehicles that owned the properties.

(b) Recognition of deferred tax assets

 

The recognition of deferred tax assets is based upon whether it is probable that sufficient and suitable taxable profits will be available in the future, against which the reversal of temporary differences can be deducted. Recognition, therefore, involves judgement regarding the future financial performance of the particular legal entity or tax group in which the deferred tax asset has been recognised.

Estimates

(a) Valuation of investment property and investment property under construction

 

The best evidence of fair value is current prices in an active market for similar lease and other contracts. In the absence of such information, the Group determines the amount within a range of reasonable, fair value estimates. In making its estimation the Group considers information from a variety of sources and engages external, professional advisers to carry out third party valuations of its properties. The external valuations are completed in accordance with appropriate sections of the current Practice Statements contained in the Royal Institution of Chartered Surveyors Appraisal and Valuation Standards, 2014 Edition (the "Red Book"). This is an internationally accepted basis of valuation and is consistent with the requirements of IFRS 13. In our market, where transactional activity is minimal, the valuers are required to use a greater degree of estimation or judgement than in a market where comparable transactions are more readily available. For the valuation at 31 December 2016 the valuer highlighted that as a result of market conditions at the valuation date it was necessary to make more judgements than is normally required. Following the improvement in the Russian economy and commercial property market and an increase in activity in the investment market, they no longer highlight this uncertainty.

 

The significant methods and assumptions used in estimating the fair value of investment property and investment property under construction are set out in note 13, along with detail of the sensitivities of the valuations to changes in the key inputs.

(b) Income tax

 

As part of the process of preparing its financial statements, the Group is required to estimate the provision for income tax in each of the jurisdictions in which it operates. This process involves an estimation of the actual current tax exposure, together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in the Balance Sheet.

 

Russian tax legislation is subject to varying interpretations and changes, which may occur frequently. New legislation and clarifications have been introduced over recent years, but it remains unclear as to how these will be applied in practice. The interpretation of the legislation that the Group adopts for its transactions and activities may be challenged by the relevant regional and federal authorities from time to time. Additionally, there may be inconsistent interpretation of tax regulations by each local authority, creating uncertainties in the correct application of the taxation regulations in Russia. Fiscal periods remain open to review by the authorities for the three calendar years preceding the years of review and in some circumstances may cover a longer period. Additionally, there have been instances where new tax regulations have been applied retrospectively. The Group is and has been subject to tax reviews which are worked through with the relevant authorities to resolve.

 

The Group, in making its tax provision judgements, is confident that an appropriate level of management and control is exerted in each of the jurisdictions in which it operates, all companies are tax resident in their relevant jurisdictions and are the beneficial owners of any income they receive. Local management use their in house tax knowledge and previous experience as well as independent professional experts when assessing tax risks and the resultant provisions required. For the current year, the Group has specifically reviewed the potential impact that new regulations may have on its financing arrangements and the provision reflects probabilities of between 25% and 100% of possible outcomes.

4. Segmental information

 

The Group has three reportable segments, which are managed and report independently to the Board. These comprise:

 

Property Investment - acquire or develop and lease commercial property in Russia;

Roslogistics - provision of warehousing, transport, customs brokerage and related services in Russia; and

Raven Mount - sale of residential property in the UK.

 

Financial information relating to Property Investment is provided to the Board on a property by property basis. The information provided is gross rentals, operating costs, net operating income, revaluation gains and losses and where relevant the profit or loss on disposal of an investment property. The individual properties have similar economic characteristics and are considered to be a single reporting segment.

 

Roslogistics is an independently managed business and the Board is presented with turnover, cost of sales and operating profits or losses after deduction of administrative expenses.

 

Information about Raven Mount provided to the Board comprises the gross sale proceeds, inventory cost of sales and gross profit, including the share of profits or losses of its joint venture.

 

Administrative expenses and foreign currency gains or losses are reported to the Board by segment. Finance income and finance expense are not reported to the Board on a segment basis. Sales between segments are eliminated prior to provision of financial information to the Board.

 

For the Balance Sheet, segmental information is provided in relation to investment property, inventory, cash balances and borrowings. Whilst segment liabilities includes loans and borrowings, segment profit does not include the related finance costs. If such finance costs were included in segment profit or loss, the profit from Property Investment would have decreased by $62,918k (2016: $68,631k).

(a) Segmental information for the year ended and as at 31 December 2017

Year ended 31 December 2017

Property

Raven

Segment

Central

Investment

Roslogistics

Mount

Total

Overhead

Total

$'000

$'000

$'000

$'000

$'000

$'000

Gross revenue

179,986

23,145

24,952

228,083

-

228,083

Operating costs / cost of sales

(46,710)

(10,775)

(3,869)

(61,354)

-

(61,354)

Net operating income

133,276

12,370

21,083

166,729

-

166,729

Administrative expenses

Running general & administration expenses

(16,407)

(2,204)

(851)

(19,462)

(5,881)

(25,343)

Impairment of goodwill

-

-

(2,061)

(2,061)

-

(2,061)

Depreciation

(697)

(446)

-

(1,143)

-

(1,143)

Share-based payments and other long term incentives

(775)

-

-

(775)

(3,770)

(4,545)

Foreign currency profits

9,225

4

-

9,229

-

9,229

124,622

9,724

18,171

152,517

(9,651)

142,866

Profit on disposal of investment property under construction

-

-

-

-

-

-

Unrealised profit on revaluation of investment property

42,320

-

-

42,320

-

42,320

Unrealised loss on revaluation of

investment property under construction

(4,168)

-

-

(4,168)

-

(4,168)

Share of profits of joint ventures

-

-

2,074

2,074

-

2,074

Segment profit / (loss)

162,774

9,724

20,245

192,743

(9,651)

183,092

Finance income

8,162

Finance expense

(100,607)

Profit before tax

90,647

As at 31 December 2017

Property

Raven

Investment

Roslogistics

Mount

Total

$'000

$'000

$'000

$'000

Assets

Investment property

1,568,126

-

-

1,568,126

Investment property under construction

38,411

-

-

38,411

Investment in joint ventures

-

-

9,983

9,983

Inventory

-

-

423

423

Cash and short term deposits

258,908

907

6,851

266,666

Segment assets

1,865,445

907

17,257

1,883,609

Other non-current assets

52,450

Other current assets

79,391

Total assets

2,015,450

Segment liabilities

Interest bearing loans and borrowings

847,182

-

-

847,182

Capital expenditure

Corporate acquisitions

86,173

-

-

86,173

Other acquisition

122,730

-

-

122,730

Property improvements

16,286

-

-

16,286

225,189

-

-

225,189

(b) Segmental information for the year ended and as at 31 December 2016

Year ended 31 December 2016

Property

Raven

Segment

Central

Investment

Roslogistics

Mount

Total

Overhead

Total

$'000

$'000

$'000

$'000

$'000

$'000

Gross revenue

175,661

17,806

1,827

195,294

-

195,294

Operating costs / cost of sales

(35,023)

(7,991)

(539)

(43,553)

-

(43,553)

Net operating income

140,638

9,815

1,288

151,741

-

151,741

Administrative expenses

Running general & administration expenses

(13,887)

(1,355)

(920)

(16,162)

(8,081)

(24,243)

Impairment of goodwill

-

-

-

-

-

-

Depreciation

(823)

(278)

-

(1,101)

-

(1,101)

Share-based payments and other long term incentives

(2,224)

-

-

(2,224)

(6,853)

(9,077)

Foreign currency profits/(losses)

18,136

(38)

(19)

18,079

-

18,079

141,840

8,144

349

150,333

(14,934)

135,399

Profit on disposal of investment property under construction

3,807

-

-

3,807

-

3,807

Unrealised loss on revaluation of investment property

(40,192)

-

-

(40,192)

-

(40,192)

Unrealised loss on revaluation of

investment property under construction

(3,132)

-

-

(3,132)

-

(3,132)

Share of profits of joint ventures

-

-

1,780

1,780

-

1,780

Segment profit / (loss)

102,323

8,144

2,129

112,596

(14,934)

97,662

Finance income

21,522

Finance expense

(96,938)

Profit before tax

22,246

As at 31 December 2016

Property

Raven

Investment

Roslogistics

Mount

Total

$'000

$'000

$'000

$'000

Assets

Investment property

1,300,643

-

-

1,300,643

Investment property under construction

41,253

-

-

41,253

Investment in joint ventures

-

-

9,731

9,731

Inventory

-

-

771

771

Cash and short term deposits

192,995

1,014

4,612

198,621

Segment assets

1,534,891

1,014

15,114

1,551,019

Other non-current assets

41,113

Other current assets

53,027

Total assets

1,645,159

Segment liabilities

Interest bearing loans and borrowings

739,825

-

-

739,825

Capital expenditure

Property improvements

7,127

-

-

7,127

5. Gross revenue

2017

2016

$'000

$'000

Rental and related income

179,986

175,661

Proceeds from the sale of inventory property

24,952

1,827

Logistics

23,145

17,806

228,083

195,294

The Group's leases typically include annual rental increases ("contingent rents") based on a consumer price index in Russia, Europe or the USA, which are recognised in income as they arise. Contingent rents included in rental income for the year amounted $10k (2016: $172k).

 

Details of the Group's contracted future minimum lease receivables are detailed in note 37.

 

The Group recognised revenue of $25.9 million (2016: $24.6 million) from a single tenant of the property investment segment that amounted to more than 10% of Group revenue.

6. Administrative expenses

2017

2016

(a) Total administrative expenses

$'000

$'000

Employment costs

13,341

11,700

Directors' remuneration

3,073

4,882

Bad debts

(93)

22

Office running costs and insurance

4,057

3,218

Travel costs

1,944

1,540

Auditors' remuneration

711

617

Impairment of goodwill (note 14)

2,061

-

Legal and professional

1,931

1,814

Depreciation

1,143

1,101

Registrar costs and other administrative expenses

379

450

28,547

25,344

(b) Fees for audit and other services provided by the Group's auditor

2017

2016

$'000

$'000

Audit services

535

508

Audit related assurance services

62

65

597

573

Other fees:

Taxation services

72

44

Other services

42

-

114

44

Total fees

711

617

The Group engaged Ernst & Young to undertake due diligence in respect of the investment property acquisitions in the year, incurring $403k (2016: $nil) of fees, which were included in the cost of the relevant investment property.

Ernst & Young also provide audit and taxation services for various SPVs that form part of the property operating costs. Charges for the audit of SPVs in the year amounted to $303k (2016: $306k) and the fees for taxation services were $75k (2016: $170k).

7. Finance income and expense

2017

2016

$'000

$'000

Finance income

Total interest income on financial assets not at fair value through profit or loss

Income from cash and short term deposits

7,218

3,399

Interest receivable from joint ventures

29

37

Other finance income

Profit on purchase and cancellation of loans and borrowings

-

15,365

Change in fair value of open interest rate derivative financial instruments

48

169

Change in fair value of foreign currency embedded derivatives

867

2,552

Finance income

8,162

21,522

Finance expense

Interest expense on loans and borrowings measured at amortised cost

62,918

68,631

Interest expense on preference shares

15,825

16,518

Interest expense on convertible preference shares

20,058

7,475

Total interest expense on financial liabilities not at fair value through profit or loss

98,801

92,624

Change in fair value of open forward currency derivative financial instruments

156

2,324

Change in fair value of open interest rate derivative financial instruments

1,650

1,990

Finance expense

100,607

96,938

In 2016, the Group agreed to pay $16.3 million to HSH Nordbank to fully repay and discharge $31.7 million of loans secured on the Konstanta office block, generating a profit for the Group of $15.4 million.

 

Included in the interest expense on loans and borrowings is $5.5 million (2016: $3.8 million) relating to amortisation of costs incurred in originating the loans. Included in the interest expense on preference shares is $0.5 million (2016: $0.6 million) relating to the accretion of premiums payable on redemption of preference shares and amortisation of costs incurred in issuing preference shares. Included in the interest expense on convertible preference shares is $7.1 million (2016: $2.8 million) relating to the accretion of premiums payable on redemption and amortisation of costs incurred in issuing the convertible preference shares of $0.3 million (2016: $0.1 million).

8. Tax

2017

2016

$'000

$'000

The tax expense for the year comprises:

Current taxation

19,346

10,816

Deferred taxation (note 26)

 On the origination and reversal of temporary differences

15,228

3,694

 On unrealised foreign exchange movements in loans

191

17

 Over provision in prior year

(1,804)

-

Tax charge

32,961

14,527

The charge for the year can be reconciled to the profit per the Income Statement as follows:

2017

2016

$'000

$'000

Profit before tax

90,647

22,246

Tax at the Russian corporate tax rate of 20%

18,129

4,449

Tax effect of financing arrangements

(4,977)

12,524

Tax effect of non deductible preference share coupon

7,177

4,841

Tax effect of foreign exchange movements

1,150

10,959

Tax effect of debt repurchase not subject to tax

-

(2,990)

Movement in provision for uncertain tax positions

7,038

3,917

Tax effect of other income not subject to tax and non-deductible expenses

4,525

1,738

Tax effect of property depreciation on revaluations

2,878

4,397

Tax on dividends and other inter company gains

3,473

1,235

Movement on previously unprovided deferred tax assets

(4,628)

(26,543)

Over provision in prior year

(1,804)

-

32,961

14,527

The tax effect of financing arrangements reflects the impact of intra group funding in each jurisdiction. Foreign exchange movements on intra group financing are taxable or tax deductible in Russia but not in other jurisdictions. In accordance with its accounting policy, the Group is required to estimate its provision for uncertain tax positions. During the year the provision has increased, as shown in the reconciliation above, as a consequence of tax clarifications and interpretations. Other income and expenditure not subject to tax arises in Guernsey.

9. Earnings measures

 

In addition to reporting IFRS earnings the Group also reports its own underlying earnings measure. The Directors consider underlying earnings to be a key performance measure, as this is the measure used by Management to assess the return on holding investment assets for the long term and the Group's ability to declare covered distributions. As a consequence the underlying earnings measure excludes investment property revaluations, gains or losses on the disposal of investment property, intangible asset movements, gains and losses on derivative financial instruments, share-based payments and other long term incentives (to the extent not settled in cash), the accretion of premiums payable on redemption of preference shares and convertible preference shares, material non-recurring items, depreciation and amortisation of loan origination costs, together with any related tax.

The calculation of basic and diluted earnings per share is based on the following data:

2017

2016

$'000

$'000

Earnings

Net profit for the year prepared under IFRS

57,686

7,719

Adjustments to arrive at underlying earnings:

Impairment of goodwill (note 6a)

2,061

-

Depreciation (note 6a)

1,143

1,101

Share-based payments and other long term incentives (note 32c)

2,910

5,944

Unrealised (profit) / loss on revaluation of investment property

(42,320)

40,192

Profit on disposal of investment property under construction

-

(3,807)

Unrealised loss on revaluation of investment property under construction

4,168

3,132

Profit on purchase and cancellation of loans and borrowings (note 7)

-

(15,365)

Change in fair value of open forward currency derivative financial

instruments (note 7)

156

2,324

Change in fair value of open interest rate derivative financial instruments (note 7)

1,602

1,821

Change in fair value of foreign currency embedded derivatives (note 7)

(867)

(2,552)

Premium on redemption of preference shares and amortisation of issue costs (note 23)

537

562

Premium on redemption of convertible preference shares and amortisation of issue costs (note 24)

7,448

2,892

Amortisation of loan origination costs (note 7)

5,481

3,811

Movement on deferred tax thereon

16,718

212

Tax on unrealised foreign exchange movements in loans

86

(864)

Underlying earnings

56,809

47,122

2017

2016

Weighted

Weighted

average

average

Earnings

shares

EPS

Earnings

shares

EPS

IFRS

$'000

No. '000

Cents

$'000

No. '000

Cents

Basic

57,686

663,493

8.69

7,719

657,468

1.17

Effect of dilutive potential ordinary shares:

Warrants (note 28)

-

7,669

-

7,651

LTIP (note 32)

-

1,382

-

1,294

2016 Retention Scheme (note 32)

-

2,513

-

1,009

CBLTIS 2015 (note 32)

-

-

-

275

ERS (note 32)

-

-

-

21

Convertible preference shares (note 24)

20,058

261,369

-

-

Diluted

77,744

936,426

8.30

7,719

667,718

1.16

2017

2016

Weighted

Weighted

average

average

Earnings

shares

EPS

Earnings

shares

EPS

Underlying earnings

$'000

No. '000

Cents

$'000

No. '000

Cents

Basic

56,809

663,493

8.56

47,122

657,468

7.17

Effect of dilutive potential ordinary shares:

Warrants (note 28)

-

7,669

-

7,651

LTIP (note 32)

-

1,382

-

1,294

2016 Retention Scheme (note 32)

-

2,513

-

1,009

CBLTIS 2015 (note 32)

-

-

-

275

ERS (note 32)

-

-

-

21

Convertible preference shares (note 24)

12,610

261,369

4,584

91,851

Diluted

69,419

936,426

7.41

51,706

759,569

6.81

The finance expense for 2016 relating to the convertible preference shares was greater than IFRS basic earnings per share and thus the convertible preference shares were not dilutive for IFRS fully diluted earnings per share. This was not the case in 2017 nor for underlying earnings per share where the convertible preference shares are dilutive and have been incorporated into the calculation of diluted earnings per share.

10. Ordinary dividends

In the place of a final dividend for 2016 the Company implemented a tender offer buy back of ordinary shares on the basis of 1 in every 26 shares held at a tender price of 52 pence per share, the equivalent of a final dividend of 2 pence per share. Instead of an interim dividend for 2017 the Company implemented a tender offer buy back of ordinary shares on the basis of 1 in every 52 shares at a tender price of 52 pence per share, the equivalent of a dividend of 1 pence per share.

 

11. Investment property

 

 

Asset class

Logistics

Logistics

Logistics

Office

 

Location

Moscow

St Petersburg

Regions

St Petersburg

2017

 

Fair value hierarchy*

Level 3

Level 3

Level 3

Level 3

Total

 

$'000

$'000

$'000

$'000

$'000

 

 

Market value at 1 January 2017

1,005,449

141,431

151,846

24,818

1,323,544

 

Corporate acquisitions (note 39)

-

35,994

-

50,179

86,173

 

Other acquisition

122,730

-

-

-

122,730

 

Property improvements

11,155

1,738

3,081

312

16,286

 

Unrealised profit on revaluation

16,346

16,872

4,477

6,834

44,529

 

Market value at 31 December 2017

1,155,680

196,035

159,404

82,143

1,593,262

 

 

Tenant incentives and contracted rent uplift balances

(18,552)

(5,749)

(1,711)

(550)

(26,562)

 

Head lease obligations (note 25)

1,426

-

-

-

1,426

 

Carrying value at 31 December 2017

1,138,554

190,286

157,693

81,593

1,568,126

 

 

Revaluation movement in the year ended 31 December 2017

 

Gross revaluation

16,346

16,872

4,477

6,834

44,529

 

Effect of tenant incentives and contracted rent uplift balances

(1,057)

(417)

(339)

(396)

(2,209)

 

Revaluation reported in the Income Statement

15,289

16,455

4,138

6,438

42,320

 

 

Asset class

Logistics

Logistics

Logistics

Office

 

Location

Moscow

St Petersburg

Regions

St Petersburg

2016

 

Fair value hierarchy *

Level 3

Level 3

Level 3

Level 3

Total

 

$'000

$'000

$'000

$'000

$'000

 

 

Market value at 1 January 2016

1,043,952

139,106

148,649

25,140

1,356,847

 

Property improvements

4,906

2,022

378

(179)

7,127

 

Unrealised (loss) / profit on revaluation

(43,409)

303

2,819

(143)

(40,430)

 

Market value at 31 December 2016

1,005,449

141,431

151,846

24,818

1,323,544

 

 

Tenant incentives and contracted rent uplift balances

(17,495)

(5,332)

(1,372)

(154)

(24,353)

 

Head lease obligations (note 25)

1,452

-

-

-

1,452

 

Carrying value at 31 December 2016

989,406

136,099

150,474

24,664

1,300,643

 

 

Revaluation movement in the year ended 31 December 2016

 

Gross revaluation

(43,409)

303

2,819

(143)

(40,430)

 

Effect of tenant incentives and contracted rent uplift balances

(948)

-

(54)

1,240

238

 

Revaluation reported in the Income Statement

(44,357)

303

2,765

1,097

(40,192)

 

 

*Classified in accordance with the fair value hierarchy, see note 36. There were no transfers between fair value hierarchy in 2016 or 2017.

 

 

During the year the Group acquired four new investment properties. As corporate acquisitions it acquired Gorigo Logistics Park, Kellerman Business Centre and Primium Business Centre (see note 39) and also, as a direct purchase of real estate, Logopark Sever a newly completed logistics park in Moscow.

 

 

At 31 December 2017 the Group has pledged investment property with a value of $1,435 million (2016: $1,288 million) to secure banking facilities granted to the Group (note 22).

 

 

12. Investment property under construction

 

 

Asset class

Assets under construction

Land Bank

 

Location

Moscow

Regions

St Petersburg

Regions

2017

 

Fair value hierarchy*

Level 3

Level 3

Sub-total

Level 3

Level 3

Sub-total

Total

 

$'000

$'000

$'000

$'000

$'000

$'000

$'000

 

Market value at 1 January 2017

29,600

7,500

37,100

-

3,662

3,662

40,762

 

Costs incurred

57

12

69

-

-

-

69

 

Disposal

-

-

-

-

-

-

-

 

Effect of foreign exchange rate changes

686

341

1,027

-

206

206

1,233

 

Unrealised loss on revaluation

(3,643)

(253)

(3,896)

-

(272)

(272)

(4,168)

 

Market value at 31 December 2017

26,700

7,600

34,300

-

3,596

3,596

37,896

 

Head lease obligations (note 25)

515

-

515

-

-

-

515

 

Carrying value at 31 December 2017

27,215

7,600

34,815

-

3,596

3,596

38,411

 

 

Asset class

Assets under construction

Land Bank

 

Location

Moscow

Regions

St Petersburg

Regions

2016

 

Fair value hierarchy*

Level 3

Level 3

Sub-total

Level 3

Level 3

Sub-total

Total

 

$'000

$'000

$'000

$'000

$'000

$'000

$'000

 

 

Market value at 1 January 2016

27,700

7,300

35,000

413

2,714

3,127

38,127

 

Costs incurred

2,353

33

2,386

49

355

404

2,790

 

Disposal

-

-

-

(543)

-

(543)

(543)

 

Effect of foreign exchange rate changes

1,774

1,072

2,846

81

593

674

3,520

 

Unrealised loss on revaluation

(2,227)

(905)

(3,132)

-

-

-

(3,132)

 

Market value at 31 December 2016

29,600

7,500

37,100

-

3,662

3,662

40,762

 

Head lease obligations (note 25)

491

-

491

-

-

-

491

 

Carrying value at 31 December 2016

30,091

7,500

37,591

-

3,662

3,662

41,253

 

*Classified in accordance with the fair value hierarchy, see note 36. There were no transfers between fair value hierarchy in 2016 or 2017.

 

 

In 2016 the Group sold a land plot in St Petersburg for $4.6 million, generating a profit of $3.8 million after costs.

 

No borrowing costs were capitalised in the year (2016: $nil).

 

At 31 December 2017 the Group has pledged investment property under construction with a value of $34.3 million (2016: $37.1 million) to secure banking facilities granted to the Group (note 22).

 

 

13. Investment property and investment property under construction - Valuation

It is the Group's policy to carry investment property and investment property under construction at fair value in accordance with IFRS 13 "Fair Value Measurement" and IAS 40 "Investment Property":

 - investment property consists of the completed, income producing, portfolio; and

 - investment property under construction consists of potential development projects and land bank.

 

The latter is sub-categorised as:

 - assets under construction - current development projects and the value of land on additional phases of existing investment property; and

 - land bank - land held for potential development.

 

For the purposes of IFRS 13 disclosure, we have analysed these categories by the geographical market they are located in being Moscow, St Petersburg and the Regions (the other Russian regional cities). These form distinct markets for valuation purposes as the fundamentals differ in each.

 

The fair value of the Group's investment property and assets under construction at 31 December 2017 has been arrived at on the basis of market valuations carried out by Jones Lang Lasalle ("JLL"), external valuers to the Group. JLL have consented to the use of their name in these financial statements.

 

The Group's land bank in St Petersburg and the Regions is valued by the Directors.

 

Valuation process

 

The executive management team members responsible for property matters determine the valuation policies and procedures for property valuations in consultation with the Chief Executive Officer and Chief Financial Officer.

 

The Group has four qualified RICS members on the management team, one of whom was a former Chairman of RICS in Russia and the CIS. All have relevant valuation and market experience and are actively involved in the valuation process. They also regularly meet with agents and consultants to obtain additional market information.

 

The effectiveness and independence of the external valuer is reviewed each year. The criteria considered include market knowledge, reputation, independence and professional standards. The Audit Committee also meets the external valuer at least once a year. Executive management and the Directors have determined that the external valuer is experienced in the Russian market and acts as an "External Valuer" as defined in the "RICS Valuation - Professional Standards".

 

The external valuers perform their valuations in accordance with the "RICS Valuation - Professional Standards", the 2014 Edition (the "Red Book"). This is an internationally accepted basis of valuation and is consistent with the principles of IFRS 13.

 

For investment properties and assets under construction, the executive team members consult with the external valuers and the valuers then determine:

- whether a property's fair value can be reliably determined;

- which valuation method should be applied for each asset; and

- the assumptions made for unobservable inputs that are used in valuation methods.

 

The land bank is valued by the Directors. The process followed includes regular site inspections, meetings with local real estate experts, comparison to any local land sale information and comparison to transactions in other regional cities including those where the Group has income producing assets. Updated acquisition appraisals and any indication of value for alternative use are also considered.

 

Valuations are prepared on a biannual basis. At each valuation date the executive team members review the information prepared by the property department for valuation purposes being submitted to the external valuers. Each property valuation is then reviewed and discussed with the external valuer in detail, adjustments made as necessary and results discussed with the Chief Executive Officer and Chief Financial Officer.

 

The executive management also present the valuation results to the Audit Committee and hold discussions with the Group's auditors. Both the Audit Committee and the auditors also have discussions with the external valuers.

 

 

Valuation assumptions and key inputs

Class of property

Carrying amount

Valuation

Input

Range

2017

2016

technique

2017

2016

$'000

$'000

Completed investment property

Moscow - Logistics

1,138,554

989,406

Income

Long term ERV per sqm for existing tenants

Rub 4,500- Rub 4,896

$85 to $105

capitalisation

Short term ERV per sqm for vacant space

Rub 3,500- Rub 3,800

Rub4,000

Initial yield

2.5% to 15.45%

2.0% to 16.0%

Equivalent yield

10.54% to 12.04%

10.7% to 12.2%

Vacancy rate

1% to 94%

9% to 77%

Passing rent per sqm

$110 to $166

$70 to $158

Passing rent per sqm

Rub 3,104 to

Rub3,500 to

Rub 11,847

Rub6,744

St Petersburg - Logistics

190,286

136,099

Income

Long term ERV per sqm

Rub 4,320-

$80

capitalisation

for existing tenants

Rub 4,608

Short term ERV per sqm

for vacant space

Rub 3,800

Rub3,700

Initial yield

5.96% to 13.42%

11.3% to 13.2%

Equivalent yield

12.11% to 13.4%

12.3% to 12.6%

Vacancy rate

3% to 19%

3% to 31%

Passing rent per sqm

$69 to $140

$105 to $138

Passing rent per sqm

Rub 2,339 to

Rub3,500 to

Rub 4,916

Rub4,500

Regional - Logistics

157,693

150,474

Income

Long term ERV per sqm for existing tenants

Rub 4,608

$80

capitalisation

Short term ERV per sqm for vacant space

Rub 3,800

Rub3,700

Initial yield

8.99% to 11.33%

9.0% to 12.4%

Equivalent yield

12.14% to 12.53%

12.4% to 12.5%

Vacancy rate

6% to 27%

22% to 33%

Passing rent per sqm

$104 to $133

$102 to $129

Passing rent per sqm

Rub 3,720 to

Rub3,900 to

Rub 6,707

Rub6,547

St Petersburg - Office

81,593

24,664

Income

ERV per sqm

$173 to $215

$235

capitalisation

Initial yield

12.53% to 24.25%

20.0%

Equivalent yield

11.0% to 12.25%

13.0%

Vacancy rate

0% to 1%

0%

Passing rent per sqm

$388

Rub19,545

Passing rent per sqm

€390

n/a

Passing rent per sqm

Rub 8,124 to

n/a

Rub 16,271

Range

Other key information

Description

2017

2016

Moscow - Logistics

Land plot ratio

34% - 65%

34% - 65%

Age of building

1 to 13 years

2 to 12 years

Outstanding costs (US$'000)

9,436

6,803

St Petersburg - Logistics

Land plot ratio

48% - 57%

51% - 57%

Age of building

3 to 9 years

2 to 8 years

Outstanding costs (US$'000)

826

1,102

Regional - Logistics

Land plot ratio

48% - 61%

48% - 61%

Age of building

8 year

7 years

Outstanding costs (US$'000)

154

665

St Petersburg - Office

Land plot ratio

148% to 496%

320%

Age of building

9 to 11 years

10 years

Outstanding costs (US$'000)

81

-

Investment property under construction

Carrying amount

Valuation

Input

Range

2017

2016

technique

2017

2016

$'000

$'000

Moscow - Logistics

27,215

30,091

Comparable

Value per ha ($m)

$0.32 - $0.53

$0.29 - $0.61

Regional - Logistics

7,600

7,500

Comparable

Value per ha ($m)

$0.30

$0.29

 

The fair value of investment property is determined using the income capitalisation method where a property's fair value is estimated based on the normalised net operating income of the asset divided by the capitalisation (discount) rate. Each income stream from every tenant is valued based on capitalising the contracted rent for the term of the lease, including any fixed increases in rent but excluding any future indexation. Allowance at lease end is made for any potential letting void and an assessment is made of the estimated rental value on re-letting (ERV). These elements are determined based on current market conditions and values.

Assets under construction (development projects) are valued on a residual value basis using the future anticipated costs to complete construction, a provision for letting costs, a letting void period and an assessment of ERV. Depending on the status of the development, and how much of development process has been completed an allowance will also be made for developer's profit.

Assets under construction (additional phases of existing sites) are valued on a comparable basis. The value of these plots is estimated based on comparable transactions in the same market. This approach is based on the principle that a buyer will not pay more for an asset than it will cost to buy a comparable substitute property. The unit of comparison applied is the price per square metre.

All of the above valuations are completed by JLL.

 

The land bank is valued by the Directors using the comparable basis.

Sensitivity analysis of significant changes in unobservable inputs within Level 3 of the hierarchy

The significant unobservable inputs used in the fair value measurement categorised within Level 3 of the fair value hierarchy of the entity's portfolio of investment property are:

- ERV;

- Void period on re-letting;

- Initial yield; and

- Specific to property under development: construction costs, letting void, construction period and development profit.

In preparing their valuations in prior periods JLL specifically referred to the uncertainty in the market caused by sanctions, economic contraction and an oil price that was low compared with recent history and the difficulties this caused in drawing conclusions as to market yields and ERVs. Following the improvement in the Russian economy and commercial property market and an increase in activity in the investment market, they no longer highlight this uncertainty.

 

Further significant increases (or decreases) in any of the main inputs to the valuation, being yield, ERV (per sqm p.a.) and letting void, would result in a significantly lower (or higher) fair value measurement.

14. Goodwill

$'000

Balance at 1 January 2016

2,245

Effect of foreign exchange rate changes

(363)

Balance at 31 December 2016

1,882

Effect of foreign exchange rate changes

179

Impairment of goodwill

(2,061)

Balance at 31 December 2017

-

As a consequence of the sale of the majority of Raven Mount's land bank in the year, goodwill has been impaired.

15. Investment in subsidiary undertakings

The principal subsidiary undertakings of Raven Russia Limited, all of which have been included in these consolidated financial statements, are as follows:

Name

Country of incorporation

Proportion of ownership interest

2017

2016

Dorfin Limited

Cyprus

100%

100%

Raven Russia Holdings Cyprus Limited

Cyprus

100%

100%

Roslogistics Holdings (Russia) Limited

Cyprus

100%

100%

Raven Mount Group Limited

England

100%

100%

Raven Russia Property Advisors Limited

England

100%

100%

Raven Russia (Service Company) Limited

Guernsey

100%

100%

Avalon Logistics Company LLC

Russia

100%

100%

Delta LLC

Russia

100%

100%

EG Logistics LLC

Russia

100%

100%

Fenix LLC

Russia

100%

100%

Gorigo LLC

Russia

100%

-

CJSC Kulon Development

Russia

100%

100%

CJSC Kulon Istra

Russia

100%

100%

Kulon Spb LLC

Russia

100%

100%

League LLC

Russia

100%

100%

Logopark Don LLC

Russia

100%

100%

Logopark Ob LLC

Russia

100%

100%

CJSC Noginsk Vostok

Russia

100%

100%

Pervomayskay Zarya LLC

Russia

100%

-

Petroestate LLC

Russia

100%

100%

Primium LLC

Russia

100%

-

Resource Economia LLC

Russia

100%

100%

Sever Estate LLC

Russia

100%

-

Soyuz-Invest LLC

Russia

100%

100%

CJSC Toros

Russia

100%

100%

The Group's investment property and investment property under construction are held by its subsidiary undertakings.

16. Investment in joint ventures

The principal joint ventures of the Group are as follows:

Name

Country of incorporation

Proportion of ownership interest

2017

2016

Coln Park LLP

England

50%

50%

Coln Park Construction LLP

England

50%

50%

Coln Park LLP and Coln Park Construction LLP are the entities through which the Group undertakes its second home development activity in the UK. In addition, the Group has a number of other small joint ventures associated with the second home development activity. The Group's interest in each joint venture has been accounted for using the equity method. None of the Group's joint ventures are individually material. Summarised aggregated financial information of the joint ventures, prepared under IFRS, and a reconciliation with the carrying amount of the investments in the consolidated financial statements are set out below:

2017

2016

Summarised Balance Sheet

$'000

$'000

Non-current assets

4,355

4,141

Inventory

8,330

10,960

Cash and short term deposits

4,780

2,558

Other current assets

2,656

1,625

Current liabilities

(6,094)

(4,686)

Non-current liabilities

(3,484)

(3,746)

Net assets

10,543

10,852

Investment in joint ventures

Goodwill on acquisition

4,712

4,305

Share of net assets at 50%

5,271

5,426

Carrying value

9,983

9,731

Carrying value at 1 January

9,731

14,968

Share of profit for the year

2,074

1,780

Share of distributions paid

(2,711)

(4,521)

Effect of foreign exchange rate changes

889

(2,496)

Carrying value at 31 December

9,983

9,731

2017

2016

Summarised Income Statement

$'000

$'000

Gross revenue

30,758

25,430

Cost of sales

(24,060)

(19,807)

Administrative expenses

(2,305)

(1,932)

Finance expense

(236)

(125)

Profit before tax

4,157

3,566

Tax

(10)

(5)

Profit for the year

4,147

3,561

Group's share of profit for the year

2,074

1,780

The joint ventures had no contingent liabilities or capital commitments as at 31 December 2017 and 2016. The joint ventures cannot distribute their profits until they obtain the consent from the joint venture partners.

 

The Group charged its joint ventures $93k (2016: $97k) for services rendered to them during the year. The joint ventures recharged certain costs back to the Group that for the year amounted to $175k (2016: $146k) of which $9k (2016: $9k) was included in payables at the balance sheet date. In addition to the investment shown above the Group has provided a loan to Coln Park LLP of $406k (2016: $342k) generating interest income of $30k (2016: $37k).

17. Other receivables

2017

2016

$'000

$'000

Loans receivable

665

611

Security deposits

1,305

-

VAT recoverable

3,337

2,982

Prepayments and other receivables

318

131

5,625

3,724

VAT recoverable arises from the payment of value added tax on construction or purchase of investment property, which will be recovered through the offset of VAT paid on future revenue receipts or repayment direct from the taxation authority. VAT recoverable has been split between current and non-current assets based on the Group's assessment of when recovery will occur.

18. Trade and other receivables

2017

2016

$'000

$'000

Trade receivables

44,315

37,732

Prepayments

5,397

4,257

Security deposits

-

2,393

VAT recoverable

23,429

4,893

Other receivables

284

319

Tax recoverable

5,521

3,075

78,946

52,669

19. Derivative financial instruments

2017

2016

$'000

$'000

Interest rate derivative financial instruments

Non-current assets

7,729

4,694

Current assets

303

95

Non-current liabilities

-

-

Current liabilities

-

(25)

Forward currency derivative financial instruments

Non-current assets

123

269

Current assets

17

8

Foreign currency embedded derivatives

Non-current assets

96

49

Current assets

125

255

Non-current liabilities

-

(67)

Current liabilities

(35)

(918)

The Group has entered into a series of interest rate derivative financial instruments to manage the interest rate and resulting cash flow exposure from the Group's banking facilities. At 31 December 2017 the instruments have a notional value of $651 million (2016: $581 million) and a weighted average fixed or capped rate of 1.61% (2016: 1.51%).

 

The Group had also entered into a series of forward currency derivative financial instruments to hedge interest payments due to preference shareholders against sterling strengthening. The instruments have a notional amount of $37.2 million (2016: $55.8 million), a weighted average capped rate of $1.55 to £1 (2016: $1.55 to £1) and quarterly maturities with the final instruments maturing on 18 December 2019 (2016: 18 December 2019).

 

Several of the Group's leases incorporate collars and caps on US Dollar and Russian Rouble exchange rates. These have been categorised as embedded derivatives and their fair values calculated resulting in the assets or liabilities disclosed above.

20. Cash and short term deposits

2017

2016

$'000

$'000

Cash at bank and on call

173,244

74,708

Short term deposits

93,422

123,913

266,666

198,621

Cash at bank and on call attracts variable interest rates, whilst short term deposits attract fixed rates but mature and re-price over a short period of time. The weighted average interest rate on short term deposits at the balance sheet date is 5.04% (2016: 5.06%).

21. Trade and other payables

2017

2016

$'000

$'000

Trade and other payables

6,762

8,667

Construction payables

10,497

5,905

Advanced rentals

26,467

28,304

Deferred consideration on property acquisition

24,166

-

Other payables

6,949

3,770

Current tax payable

19,829

9,471

Other tax payable

12,678

9,283

Head leases (note 25)

9

8

107,357

65,408

22. Interest bearing loans and borrowings

2017

2016

$'000

$'000

Bank loans

Loans due for settlement within 12 months

106,697

40,787

Loans due for settlement after 12 months

740,485

699,038

847,182

739,825

The Group's borrowings have the following maturity profile:

On demand or within one year

106,697

40,787

In the second year

148,390

53,292

In the third to fifth years

383,582

440,432

After five years

208,513

205,314

847,182

739,825

The amounts above include unamortised loan origination costs of $10.6 million (2016: $12.3 million) and interest accruals of $1.7 million (2016: $3.8 million).

The principal terms of the Group's interest bearing loans and borrowings on a weighted average basis are summarised below:

As at 31 December 2017

Interest

Maturity

Rate

(years)

$'000

Secured on investment property and investment property under construction

7.6%

4.5

832,405

Unsecured facility of the Company

8.9%

2.7

14,777

847,182

As at 31 December 2016

Secured on investment property and investment property under construction

7.5%

4.7

725,123

Unsecured facility of the Company

8.9%

3.7

14,702

739,825

The interest rates shown above are the weighted average cost, including US LIBOR and Euribor, as at the Balance Sheet dates.

 

There were a number of refinancings completed during the year. On 19 January 2017 the Group refinanced a secured debt facility, drawing down $80 million under the new facility and repaying $74.8 million on the old facility. The new facility has a seven year term. A second secured debt facility was refinanced, drawing $50.6 million on 21 September 2017 and a further $14.5 million on 26 October 2017, repaying the old facility of $50.6 million on the initial draw. The new facility has a term of seven years. A third refinancing straddled the year end, $62.3 million was drawn on 29 December 2017 and the old facility of the same amount repaid on 9 January 2018. Again the term is seven years.

 

The Group entered into two new secured debt facilities towards the end of the year. On 9 November 2017 the Group entered into one facility drawing €21.6 million and then €42.8 million in two tranches drawn on 20 December 2017 and 5 January 2018 on the second facility. Both of these facilities have a seven year term.

 

In June 2017 the Group entered into two four year forward dated caps to extend existing hedging arrangements on expiry. In October 2017 the Group entered into a four year forward dated cap starting in March 2018 to extend existing hedging arrangements on expiry. In December 2017 the Group entered into three interest rate caps to hedge floating interest rates on three facilities drawn in the year. In February 2018 the Group sold a cap hedging the facility that was fully repaid in January 2018.

 

As at 31 December 2017 the Group had interest rate hedges for $651 million of borrowings (2016: $469 million) capped at 1.61% (2016: 1.61%) for three years (2016: two years) and $191 million of fixed rate loans (2016: $131 million) with a weighted average rate of 6.90% (2016: 7.10%) for five years (2016: six years). At 31 December 2017 the Group had no interest rate swaps (2016: $112 million with 3 months remaining at a weighted average swap rate of 1.08%). This gave a weighted average cost of debt to the Group of 7.6% (2016: 7.5%) at the year end.

23. Preference shares

2017

2016

$'000

$'000

Issued share capital:

At 1 January

131,703

156,558

Purchased in the year

(112)

(713)

Reissued in the year

961

-

Premium on redemption of preference shares and amortisation of issue costs

537

562

Scrip dividends

863

614

Effect of foreign exchange rate changes

12,506

(25,318)

At 31 December

146,458

131,703

2017

2016

Number

Number

Issued share capital:

At 1 January

98,265,327

98,328,017

Purchased in the year

(56,866)

(450,000)

Reissued in the year

487,047

-

Scrip dividends

447,684

387,310

At 31 December

99,143,192

98,265,327

Shares in issue

99,200,060

98,752,376

Held by the Company's Employee Benefit Trusts

(56,868)

(487,049)

At 31 December

99,143,192

98,265,327

The preference shares entitle the holders to a cumulative annual dividend of 12 pence per share.

24. Convertible preference shares

2017

2016

$'000

$'000

Issued share capital:

At 1 January

119,859

-

Issued in the year

130,290

138,705

Allocated to equity

(6,067)

(8,453)

Acquired by Company's Employee Benefit Trust

(3,888)

(10,378)

Reissued in the year

4,376

2,779

Converted to ordinary shares (note 27)

(331)

-

Premium on redemption of preference shares and amortisation of issue costs

7,448

2,892

Movement on accrual for preference dividends

22

24

Effect of foreign exchange rate changes

17,322

(5,710)

At 31 December

269,031

119,859

2017

2016

Number

Number

Issued share capital:

At 1 January

102,837,876

-

Issued in the year

89,766,361

108,689,501

Acquired by Company's Employee Benefit Trust

(2,631,578)

(8,000,000)

Reissued in the year

2,683,075

2,148,375

Converted to ordinary shares (note 27)

(266,848)

-

At 31 December

192,388,886

102,837,876

Shares in issue

198,189,014

108,689,501

Held by the Company's Employee Benefit Trust

(5,800,128)

(5,851,625)

At 31 December

192,388,886

102,837,876

On 4 July 2017 the Company created and issued a further 89,766,361 convertible preference shares at a placing price of 114p per share. The new convertible preference shares rank pari passu with the existing convertible preference shares in issue. One of the Company's Employee Benefit Trusts participated in the placing and subscribed for a further 2,631,578 convertible preference shares.

 

The convertible preference shares entitle the holders to a cumulative annual dividend of 6.5 pence per share and are redeemable by the Company on 6 July 2026 at £1.35 per share. The convertible preference shares are convertible to ordinary shares at the holder's request at any time prior to redemption at a rate that is currently 1.759 ordinary shares for each convertible preference share.

In applying its accounting policies the Group has determined that the convertible preference shares are a compound financial instruments in that it has a liability component and an equity component. The Group has determined the fair value of the liability component, which is reflected above, and the residual amount of the fair value of the consideration received on issue is equity. The fair value of the liability component has been calculated using a discounted cash flow model.

25. Other payables

2017

2016

$'000

$'000

Rent deposits

22,626

23,324

Deferred consideration on property acquisition

10,008

-

Head leases

1,932

1,935

34,566

25,259

The Group has leasehold properties that it classifies as investment property and investment property under construction. Minimum lease payments due over the remaining term of the leases totalled $5.9 million (2016: $5.9 million) and have a present value at 31 December 2017, as reflected above and in note 21, of $1.9 million (2016: $1.9 million).

26. Deferred tax

Tax losses

Other

Total

(a) Deferred tax assets

$'000

$'000

$'000

Balance at 1 January 2016

25,479

44

25,523

Effect of foreign exchange rate changes

4,838

-

4,838

(Charge) / credit for the year

(3,517)

607

(2,910)

Balance at 31 December 2016

26,800

651

27,451

Effect of foreign exchange rate changes

1,682

-

1,682

Credit for the year

3,207

433

3,640

On acquisition (note 39)

1,856

-

1,856

Balance at 31 December 2017

33,545

1,084

34,629

The Group has tax losses in Russia of $353 million (2016: $346 million) and tax losses in the UK of $72 million (2016: $87 million) for which deferred tax assets have not been recognised. The losses in the UK do not have an expiry date. The losses in Russia can be carried forward indefinitely, however there is a restriction on the use of losses in that taxable profits cannot be reduced by more than 50% in any one year.

Accelerated

Revaluation

tax

of investment

allowances

property

Total

(b) Deferred tax liabilities

$'000

$'000

$'000

Balance at 1 January 2016

30,145

25,474

55,619

Effect of foreign exchange rate changes

5,448

-

5,448

Charge / (credit) for the year

5,069

(4,267)

802

Balance at 31 December 2016

40,662

21,207

61,869

Effect of foreign exchange rate changes

1,937

-

1,937

Charge for the year

6,749

10,508

17,257

Balance at 31 December 2017

49,348

31,715

81,063

27. Share capital

2017

2016

$'000

$'000

Issued share capital:

At 1 January

12,578

12,776

Issued in the year for cash on warrant exercises (note 28)

180

2

On conversion of convertible preference shares (note 24)

6

-

Repurchased and cancelled in the year

(285)

(200)

At 31 December

12,479

12,578

2017

2016

Number

Number

Issued share capital:

At 1 January

667,968,463

682,560,376

Issued in the year for cash on warrant exercises (note 28)

13,946,387

114,084

On conversion of convertible preference shares (note 24)

474,722

-

Repurchased and cancelled in the year

(21,817,729)

(14,705,997)

At 31 December

660,571,843

667,968,463

Of the authorised ordinary share capital of 1,500,000,000 at 31 December 2017, 10,948,352 (2016: 24,894,739) are reserved for warrants.

 

Details of own shares held are given in note 29.

28. Warrants

2017

2016

$'000

$'000

At 1 January

1,161

1,167

Exercised in the year (note 27)

(720)

(6)

At 31 December

441

1,161

2017

2016

Number

Number

At 1 January

24,894,739

25,008,823

Exercised in the year (note 27)

(13,946,387)

(114,084)

At 31 December

10,948,352

24,894,739

The Company has issued warrants, which entitle each holder to subscribe for ordinary shares in the Company at an exercise price of 25 pence per share. The warrants expire on 25 March 2019.

 

315 warrants have been exercised in the period since 31 December 2017 (2016: 66,193).

29. Own shares held

2017

2016

$'000

$'000

At 1 January

(7,449)

(52,101)

Acquisitions

(158)

(133)

Disposal

-

43,161

Cancelled

47

81

Allocation to satisfy ERS options exercised (note 32a)

-

68

Allocation to satisfy LTIP options exercised (note 32a)

1,818

598

Allocation to satisfy CBLTIS 2015 awards vesting (note 32b)

-

877

At 31 December

(5,742)

(7,449)

2017

2016

Number

Number

At 1 January

6,444,080

38,456,594

Acquisitions

257,703

282,468

Disposal

-

(30,937,631)

Cancelled

(39,472)

(64,987)

Allocation to satisfy ERS options exercised (note 32a)

-

(62,756)

Allocation to satisfy LTIP options exercised (note 32a)

(1,512,189)

(500,000)

Allocation to satisfy CBLTIS 2015 awards vesting (note 32b)

-

(729,608)

At 31 December

5,150,122

6,444,080

Allocations are transfers by the Company's Employee Benefit Trusts to settle CBLTIS awards that vest and to satisfy ERS and LTIP options exercised in the year following the vesting of the options. The amounts shown for share movements are net of the Trustees' participation in tender offers during the period from grant to exercise. Details of outstanding LTIP options, which are vested but unexercised, are given in note 32a.

30. Equity

The following describes the nature and purpose of each component within equity:

Component

Description and purpose

Share capital

The amount subscribed for ordinary share capital at nominal value.

Share premium

The amount subscribed for ordinary share capital in excess of the nominal value.

Warrants

The consideration attributed to the subscription of warrants less associated costs of issuance.

Own shares held

The cost to the Company of acquiring the own shares held by the Company and its subsidiary undertakings or Employee Benefit Trusts.

Convertible preference shares

The amount subscribed for convertible preference shares which the Directors consider to be Equity.

Capital reserve

The amount of any capital profits and losses, including gains and losses on the disposal of investment properties (after taxation), increases and decreases in the fair value of investment properties held at each period end, foreign exchange profits and losses on capital items, profits and losses on forward currency financial instruments relating to capital items and deferred taxation on the increase in fair value of investment properties.

Translation reserve

The amount of any gains or losses arising on the retranslation of net assets of overseas operations.

Retained earnings

The amount of any profit or loss for the year after payment of dividend, together with the amount of any equity-settled share-based payments, and the transfer of capital items described above. Retained earnings also includes distributable reserves created when in 2005 and 2006 the Company applied to the Royal Court of Guernsey to cancel its share premium at that time and create a reserve which is distributable.

31. Net asset value per share

As well as reporting IFRS net asset value and net asset value per share, the Group also reports its own adjusted net asset value and adjusted net asset value per share measure. The Directors consider that the adjusted measure provides more relevant information to shareholders as to the net asset value of a property investment group with a strategy of long term investment. The adjustments remove or adjust assets and liabilities, including goodwill and amounts relating to irredeemable preference shares, that are not expected to crystallise in normal circumstances.

 

2017

2016

$'000

$'000

Net asset value

529,758

500,226

Goodwill

-

(1,882)

Goodwill in joint ventures

(4,712)

(4,305)

Unrealised foreign exchange profits on preference shares

(7,856)

(20,362)

Fair value of interest rate derivative financial instruments (note 19)

(8,032)

(4,764)

Fair value of embedded derivatives (note 19)

(186)

681

Fair value of foreign exchange derivative financial instruments (note 19)

(140)

(277)

Adjusted net asset value

508,832

469,317

Number

Number

Number of ordinary shares (note 27)

660,571,843

667,968,463

Less own shares held (note 29)

(5,150,122)

(6,444,080)

655,421,721

661,524,383

2017

2016

Net asset

Net asset

Net asset

Ordinary

value per

Net asset

Ordinary

value per

value

shares

share

value

shares

share

IFRS

$'000

No. '000

Cents

$'000

No. '000

Cents

Net asset value per share

529,758

655,422

81

500,226

661,524

76

Effect of dilutive potential ordinary shares:

 Convertible preference shares (note 24)

269,031

338,412

119,859

186,959

 Warrants (note 28)

3,703

10,948

7,691

24,895

 LTIP (Note 32)

633

1,873

1,196

3,873

 2016 Retention Scheme (note 32)

1,714

4,616

1,498

10,898

Fully diluted net asset value per share

804,839

1,011,271

80

630,470

888,149

71

2017

2016

Net asset

Net asset

Net asset

Ordinary

value per

Net asset

Ordinary

value per

value

shares

share

value

shares

share

Adjusted

$'000

No. '000

Cents

$'000

No. '000

Cents

Net asset value per share

508,832

655,422

78

469,317

661,524

71

Effect of dilutive potential ordinary shares:

 Convertible preference shares (note 24)

-

-

119,859

186,959

 Warrants (note 28)

3,703

10,948

7,691

24,895

 LTIP (Note 32)

633

1,873

1,196

3,873

 2016 Retention Scheme (note 32)

1,714

4,616

1,498

10,898

Fully diluted net asset value per share

514,882

672,859

77

599,561

888,149

68

As the preference shares are considered to be capital for capital risk management (see note 35d) unrealised foreign exchange movements on these have been adjusted when calculating adjusted NAV per share. As explained in note 24 the convertible preference shares are a compound financial instrument and their carrying value is split between non-current liabilities and equity. Further more the convertible preference shares have a finite life and thus no adjustment has been made for unrealised foreign exchange gains and losses in calculating the Group's adjusted NAV.

 

The balance sheet carrying value of the liability portion of the convertible preference shares divided by the number of ordinary shares that would be issued on their conversion is greater than the adjusted NAV per share and thus the convertible preference shares are not dilutive for adjusted diluted NAV per share. In the case of IFRS NAV per share the convertible preference shares are dilutive and have been incorporated into the calculation of IFRS diluted NAV per share.

 

The number of potential ordinary shares is the total number of ordinary shares assuming the exercise of all potential ordinary shares less those not expected to vest.

 

32. Share-based payments and other long term incentives

 

The Group has utilised a number of different share schemes to reward and incentivise the Group's executives and senior staff.

 

Share Option Schemes ("SOS")

 

The Group operated two SOS, the Employee Retention Scheme ("ERS") and the Long Term Incentive Plan ("LTIP"). Both schemes involved the grant of options over the Company's ordinary shares by the Company's Employee Benefit Trusts. The ERS vested in full on the publication of the audited financial statements of the Company for the year ended 31 December 2010 and the ERS options did not have an exercise price. The LTIP options vested in three equal tranches, subject to performance criteria, on 24 March 2012, 2013 and 2014. The LTIP options have an exercise price of 25p per option and have vested in full. Both the ERS and LTIP schemes are closed and further awards cannot be made under either scheme. Awards made under the ERS and LTIP have been accounted for in accordance with the Group's accounting policy for Share-based payments.

 

Combined Bonus and Long Term Incentive Scheme 2015 to 2017 ("CBLTIS 2015")

During 2015 the Group implemented the CBLTIS 2015. Contingent awards were made in respect of 35 million ordinary shares, which covered the calendar years 2015 to 2017. The awards are subject to performance criteria; three quarters of the award had performance conditions linked to operating cash flows and the remainder had a share price target. The awards made were accounted for in accordance with the Group's accounting policy for share-based payments. During 2016 the executive directors and certain senior managers waived their entitlement to rewards under this scheme. Additionally after the initial vesting in 2016 the scheme was cancelled. In accordance with the Group's accounting policy the charge to the Income Statement in respect of the share price tranche was accelerated following cancellation of the scheme.

 

2016 Retention Scheme

 

During 2016 the Group terminated the CBLTIS 2015 and the Company's shareholders approved the introduction of the 2016 Retention Scheme. Awards under the scheme were made to the executive directors of the Company and two senior managers of the Group. The awards entitled the participants to three equal payments each equivalent to 150% of their basic salary. The first instalment was paid on approval of the scheme and the second on 31 December 2017. The third instalment will be paid on 31 March 2019. The sole condition for each instalment being paid is the continuing employment of the participant at the relevant payment date.

 

Participants will receive payment of an instalment in a combination of the Company's listed securities and cash. The numbers of listed securities to be issued to satisfy such payments will be calculated with reference to the average price of the relevant security prior to the payment date. On 13 July 2016 an employment benefit trust ("EBT") of the Company transferred 2,148,375 convertible preference shares to participants of the scheme in satisfaction of the first instalment. On 31 December 2017 the EBT transferred 487,049 preference shares and 1,957,775 convertible preference shares in respect of the second instalment. It is intended that convertible preference shares held by the EBT will also be used to satisfy the third instalment.

(a) Movements in Share Option Schemes

2017

2016

Weighted

Weighted

average

average

No of

exercise

No of

exercise

options

price

options

price

Outstanding at the beginning of the year

3,872,973

25p

4,447,973

25p

Exercised during the year

- ERS

-

0p

(75,000)

0p

- LTIP

(2,000,000)

25p

(500,000)

25p

Outstanding at the end of the year

1,872,973

25p

3,872,973

25p

Represented by:

- LTIP

1,872,973

3,872,973

1,872,973

3,872,973

Exercisable at the end of the year

1,872,973

25p

3,872,973

25p

The weighted average remaining contractual life of options was 1 year (2016: 2 year).

(b) Movements in Combined Bonus and Long Term Incentive Scheme 2015 Awards

2017

2016

No of award

No of award

shares

shares

Awards of Ordinary shares:

- Outstanding at the beginning of the year

-

34,800,000

- Granted during the year

-

-

- Unvested awards waived during the year

-

(18,750,000)

- Vested during the year (of which entitlement to 2,150,626 was waived)

-

(2,942,060)

- Lapsed during the year

-

(6,207,940)

- Cancelled during the year

-

(6,900,000)

- Outstanding at the end of the year

-

-

 2017

 2016

(c) Income Statement charge for the year

 $'000

 $'000

CBLTIS 2015

-

1,409

2016 Retention scheme

4,545

7,668

4,545

9,077

To be satisfied by allocation of:

Ordinary shares (IFRS 2 expense)

-

1,409

Convertible preference shares / preference shares (IFRS 2 expense)

2,910

4,535

Cash

1,635

3,133

4,545

9,077

Of the IFRS 2 expense for the year $1.5 million (2016: $1.5 million) is included in current liabilities.

33. Capital commitments

 

The Group had no significant capital commitments at 31 December 2016 and 2017.

34. Related party transactions

 

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Further disclosures concerning transactions with the Company's directors are made in the Remuneration Report and note 6. There are no loan balances with directors.

Remuneration of Directors and other key management personnel

2017

2016

$'000

$'000

Short term employee benefits

3,933

6,821

Post employment benefits

282

288

Share-based payments and other long term incentives

4,545

7,668

8,760

14,777

35. Financial instruments - risk management

 

The Group's activities expose it to a variety of financial risks in relation to the financial instruments it uses: market risk (including currency risk, price risk and cash flow interest rate risk), credit risk and liquidity risk. The financial risks relate to the following financial instruments: trade receivables, cash and short term deposits, trade and other payables, borrowings, preference shares, convertible preference shares and derivative financial instruments.

 

Risk management parameters are established by the Board on a project by project basis and overseen by management in conjunction with professional advisers. Reports are provided to the Board formally on a weekly basis and also when authorised changes are required.

(a) Market risk

Currency risk

 

The Group operates internationally and is exposed to foreign exchange risk arising from a variety of currency exposures, primarily with respect to US Dollars, Sterling, Russian Rouble and Euro. Foreign exchange risk arises from future commercial transactions (including lease receivables), recognised monetary assets and liabilities and net investments in foreign entities.

 

The majority of the Group's transactions are denominated in US Dollars, which is also the reporting currency for the Group. The functional currency of the Company is Sterling, however the functional currencies of the Company's subsidiaries vary. The analysis that follows considers the impact of Russian Rouble, Sterling and Euro on the Group.

 

Russian Rouble

 

The rapid depreciation of the Rouble since November 2014 has heightened the Group's currency risk. New leases are now predominantly Rouble denominated rather than pegged to US Dollars, which will increase the Group's foreign currency risk when servicing US Dollar denominated debt.

 

The Group holds sufficient Rouble currency to cover Rouble denominated overheads and any future construction cost commitments.

 

The weak Rouble also has an impact on property values and increased credit risk as explained below.

 

Sterling

 

The Group's exposure to Sterling is primarily driven by the Sterling denominated preference shares and convertible preference shares and the related quarterly dividends, but also head office costs and ordinary share distributions. Whilst there are no Sterling foreign exchange gains and losses arising in the parent company itself, in preparing the group financial statements these Sterling amounts are translated to the Group's US Dollar presentation currency and the resulting exchange gains and losses are included in the translation reserve.

 

The table below summarises the currency in which the Group's financial instruments are denominated:

Russian

As at 31 December 2017

US Dollar

Sterling

Rouble

Euro

Total

$'000

$'000

$'000

$'000

$'000

Non-current assets

Loans receivable

-

665

-

-

665

Security deposits

1,305

-

-

-

1,305

Derivative financial instruments

6,345

123

96

1,384

7,948

Current assets

Trade receivables

21,989

4,397

15,536

2,393

44,315

Security deposits

-

-

-

-

-

Derivative financial instruments

303

17

125

-

445

Other current receivables

677

118

546

168

1,509

Cash and short term deposits

112,440

11,795

99,945

42,486

266,666

143,059

17,115

116,248

46,431

322,853

Non-current liabilities

Interest bearing loans and borrowings

680,555

-

-

59,930

740,485

Preference shares

-

146,458

-

-

146,458

Convertible preference shares

-

269,031

-

-

269,031

Derivative financial instruments

-

-

-

-

-

Rent deposits

17,718

-

4,908

-

22,626

Other payables

-

-

1,932

-

1,932

Current liabilities

Interest bearing loans and borrowings

103,906

-

-

2,791

106,697

Derivative financial instruments

-

-

35

-

35

Rent deposits

4,765

-

1,857

-

6,622

Other payables

-

6,051

11,382

22

17,455

806,944

421,540

20,114

62,743

1,311,341

 Russian

As at 31 December 2016

 US Dollar

 Sterling

 Rouble

 Euro

 Total

 $'000

 $'000

 $'000

 $'000

 $'000

Non-current assets

Loans receivable

-

611

-

-

611

Security deposits

-

-

-

-

-

Restricted cash

-

-

-

-

-

Derivative financial instruments

4,694

269

49

-

5,012

Current assets

Trade receivables

29,489

38

6,068

2,137

37,732

Security deposits

2,393

-

-

-

2,393

Derivative financial instruments

95

8

255

-

358

Other current receivables

-

98

217

3

318

Cash and short term deposits

61,846

19,841

116,287

647

198,621

98,517

20,865

122,876

2,787

245,045

Non-current liabilities

Interest bearing loans and borrowings

699,038

-

-

-

699,038

Preference shares

-

131,703

-

-

131,703

Convertible preference shares

-

119,859

-

-

119,859

Derivative financial instruments

-

-

67

-

67

Rent deposits

21,264

-

1,432

628

23,324

Other payables

23

-

1,912

-

1,935

Current liabilities

Interest bearing loans and borrowings

40,787

-

-

-

40,787

Derivative financial instruments

25

-

918

-

943

Rent deposits

5,375

-

1,265

-

6,640

Other payables

-

2,769

6,078

22

8,869

766,512

254,331

11,672

650

1,033,165

The sensitivity analyses below are based on a change in an assumption while holding all other assumptions constant. In practice this is unlikely to occur and changes in some of the assumptions may be correlated, for example a change in interest rate and a change in foreign currency exchange rates. The Group principally manages foreign currency risk on a project by project basis. The sensitivity analysis prepared by management of foreign currency risk illustrates how changes in the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.

 

The table below shows the impact on consolidation if the US Dollar weakened or strengthened by 10% against the Russian Rouble, Sterling or Euro, with all other variables in each case remaining constant, then:

2017

2016

Post tax profit or loss would change by:

$'000

$'000

Russian Rouble

5,156

6,619

Sterling

896

1,455

Euro

4,488

214

Net asset value would change by:

Russian Rouble

6,196

11,121

Sterling

39,960

22,967

Euro

1,631

214

The sterling sensitivity relates to the retranslation of the value of preference shares and convertible preference shares.

 

Accounting standards also require disclosure of monetary assets and liabilities that are denominated in currencies different from the functional currency of the specific subsidiary or entity in the Group. These are set out in the tables below.

Russian

As at 31 December 2017

US Dollar

Sterling

Rouble

Euro

$'000

$'000

$'000

$'000

Current assets

Trade receivables

2,399

-

-

-

Cash and short term deposits

12,797

-

54,998

42,486

15,196

-

54,998

42,486

Current liabilities

Interest bearing loans and borrowings

67

-

-

2,791

Rent deposits

4,765

-

-

4,832

-

-

2,791

Non-current liabilities

Interest bearing loans and borrowings

15,000

-

-

59,930

Rent deposits

17,719

-

-

32,719

-

-

59,930

Russian

As at 31 December 2016

US Dollar

Sterling

Rouble

$'000

$'000

$'000

$'000

Current assets

Trade receivables

5,767

-

-

-

Cash and short term deposits

35,501

-

79,660

-

41,268

-

79,660

-

Current liabilities

Interest bearing loans and borrowings

63

-

-

-

Rent deposits

5,375

-

-

-

5,438

-

-

-

Non-current liabilities

Interest bearing loans and borrowings

15,000

-

-

-

Rent deposits

21,264

-

-

-

36,264

-

-

-

The Group's interest rate risk arises from long-term borrowings (note 22), which include preference shares issued (note 23) and convertible preference shares (note 24). Borrowings issued at variable rates expose the Group to cash flow interest rate risk, whilst borrowings issued at a fixed rate expose the Group to fair value risk. The Group's cash flow and fair value risk is reviewed monthly by the Board. The cash flow and fair value risk is approved monthly by the Board.

 

The Group analyses its interest rate exposure on a dynamic basis. It takes on exposure to the effects of fluctuations in the prevailing levels of market interest rates on its financial position and cash flows. Interest costs may increase as a result of such changes. They may reduce or create losses in the event that unexpected movements arise. Various scenarios are simulated taking into consideration refinancing, renewal of existing positions, alternative financing and hedging. Based on these scenarios the Group calculates the impact on profit and loss of a defined interest rate shift. The simulation is run on an on-going basis to verify that the maximum potential impact is within the parameters expected by management. Formal reporting to the Board on cash flows is made on a monthly basis.

 

To date the Group has sought to fix its exposure to interest rate risk on borrowings through fixed rate debt facilities, the use of a variety of interest rate derivatives and the issue of preference shares and convertible preference shares at a fixed coupon. This gives certainty over future cash flow but exposure to fair value movements, which amounted to an accumulated unrealised loss of $14.0 million at 31 December 2017 (2016: loss of $12.4 million).

 

Sensitivity analysis on the Group's interest rate borrowings, net of interest bearing deposits, indicate that a 1% increase in benchmark rates would increase the loss for the year and decrease net assets by $2.6 million (2016: $2.1 million). If benchmark rates were to drop to zero then there would be a decrease in the loss for the year and an increase in net assets of $8.6 million (2016: increase of $4.2 million) as the loss on income from cash would be greater than gains on interest expense because of the low rates prevailing at this time and the interest rate hedges in place.

(b) Credit risk

The Group's principal financial assets are cash and short term deposits, trade and other receivables and derivative financial instruments.

 

Credit risk associated with the Group's trade and other receivables has increased over recent years. The Group historically transacted with tenants using US dollar pegged leases, passing foreign exchange risk on to the tenant in exchange for lower US CPI indexation. The rapid weakening of the rouble has meant that the foreign exchange risk carried by tenants has increased significantly. This may result in some tenants struggling to meet rental obligations. The Group has policies in place to ensure that rental contracts are made with tenants meeting appropriate Balance Sheet covenants, supplemented by rental deposits or bank guarantees from international banks. No significant doubtful receivables existed at the year end and the amounts presented in the Balance Sheet are net of allowances for doubtful receivables. An allowance for impairment is made where there is objective evidence that the Group will not be able to collect all amounts due according to the terms of the receivables concerned. Details of the movements in provision for impairment of trade receivables is provided in the table below.

2017

2016

$'000

$'000

At 1 January

4,586

4,311

Effect of foreign exchange rate changes

128

254

Charge for the year

105

742

Unused amounts reversed

(198)

(721)

At 31 December

4,621

4,586

At 31 December 2017 there were no significant amounts of unimpaired trade receivables that were past due for collection (2016: $ nil).

 

The Group has VAT recoverable of $26.8 million (2016: $7.9 million). The timing of recovery of these balances is subject to future revenue receipts and application to the Russian Courts. The Group forecasts the recovery of these balances based upon the timing of future revenue receipts and its experience of successful application to the Russian Courts. No balances are considered past due or impaired at 31 December 2017 (2016: $ nil) based upon this assessment of the timing of future cash receipts. The Group believes its only exposure is in relation to the timing of recovery.

 

The credit risk of the Group's cash and short term deposits and derivative financial instruments is limited to the Group's policy of monitoring counterparty exposures.

(c) Liquidity risk

 

Prudent liquidity risk management implies maintaining sufficient cash, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. The Board and its advisers seek to have appropriate credit facilities in place on a project by project basis, either from available cash resources or from bank facilities.

 

Management monitor the Group's liquidity position on a daily basis and formal liquidity reports are issued from all jurisdictions on a weekly basis and are reviewed monthly by the Board, along with cash flow forecasts. A summary table with maturity of financial liabilities is presented below.

 

All amounts shown are gross undiscounted cash flows.

Financial liabilities

 Years

As at 31 December 2017

 Total

 Current

 Year 2

 Years 3 to 5

 6 to 10

 $'000

 $'000

 $'000

 $'000

 $'000

Interest bearing loans and borrowings

1,072,072

166,325

197,846

478,065

229,836

Preference shares

160,943

16,094

16,094

48,283

80,472

Convertible preference shares

495,150

16,917

16,917

50,751

410,565

Derivative financial instruments

35

35

-

-

-

Head leases

1,553

155

155

466

777

Trade and other payables

46,705

24,078

7,736

13,981

910

1,776,458

223,604

238,748

591,546

722,560

As at 31 December 2016

Interest bearing loans and borrowings

964,900

96,014

106,721

542,826

219,339

Preference shares

145,711

14,571

14,571

43,713

72,856

Convertible preference shares

254,153

8,260

8,260

24,780

212,853

Derivative financial instruments

1,010

943

67

-

-

Head leases

1,447

145

145

434

723

Trade and other payables

38,832

15,509

5,471

15,496

2,356

1,406,053

135,442

135,235

627,249

508,127

Details of the interest rates applicable to the Group's long term borrowings, preference shares and convertible preference shares are given in notes 22, 23 and 24. The Group is subject to interest costs in perpetuity in respect of preference shares, which have no contractual maturity date. The table above does not show cash flows beyond 10 years.

 

The Group monitors its risk to a shortage of funds by forecasting cash flow requirements for future years. The Group's objective is to maintain a balance between continuity of funding and flexibility through the use of short term borrowing facilities, bank loans and equity fund raisings.

 

Fair values

Set out below is a comparison by class of the carrying amounts and fair value of the Group's financial instruments in the financial statements.

2017

2016

Carrying

Fair

Carrying

Fair

Value

Value

Value

Value

$'000

$'000

$'000

$'000

Non-current assets

Loans receivable

665

621

611

577

Security deposits

1,305

1,220

-

-

Derivative financial instruments

7,948

7,948

5,012

5,012

Current assets

Trade receivables

44,315

44,315

37,732

37,732

Security deposits

-

-

2,393

2,393

Other current receivables

1,509

1,509

318

318

Derivative financial instruments

445

445

358

358

Cash and short term deposits

266,666

266,666

198,621

198,621

Non-current liabilities

Interest bearing loans and borrowings

740,485

743,488

699,038

706,682

Preference shares

146,458

195,816

131,703

165,140

Convertible preference shares

269,031

317,521

119,859

143,596

Derivative financial instruments

-

-

67

67

Rent deposits

22,626

19,838

23,324

19,838

Other payables

1,932

1,932

1,935

1,935

Current liabilities

Interest bearing loans and borrowings

106,697

106,697

40,787

45,458

Derivative financial instruments

35

35

943

943

Rent deposits

6,622

6,622

6,640

6,640

Other payables

17,455

17,455

8,869

8,869

The fair values of loans receivable and borrowings have been calculated based on a discounted cash flow model using a discount rate based on the Group's weighted average cost of capital. The valuation technique falls within level 3 of the fair value hierarchy (see note 36 for definition). The fair value of short term deposits, other assets, trade and other receivables, trade and other payables is assumed to approximate to their book values. The fair value of preference shares and convertible preference shares are assumed to be their last quoted price, which is considered to be level 1 of the fair value hierarchy. The fair value of derivatives is determined by a model with market based inputs.

(d) Capital risk management

 

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern to provide returns to shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

 

For capital risk management, the Directors consider both the ordinary and preference shares to be permanent capital of the Company, with similar rights as to cancellation.

 

To maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, under take tender offers, return capital to shareholders, issue new shares or sell assets to reduce debt. Consistent with others in its industry, the Group monitors capital on the basis of its gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total liabilities but excluding provisions, head lease obligations and preference shares, which for capital risk management is considered to be capital rather than debt, less cash and short term deposits. Total capital is calculated as equity, as shown in the balance sheet, plus preference shares and net debt. Where the Group has a net cash position, the gearing ratio will be zero.

2017

2016

$'000

$'000

Non-current liabilities

1,123,213

904,157

Current liabilities

214,080

107,130

Total borrowings

1,337,293

1,011,287

Less: cash and short term deposits

266,666

198,621

Net debt

1,070,627

812,666

Equity

529,758

500,226

Preference shares

146,458

131,703

Total capital

1,746,843

1,444,595

Gearing ratio

61.29%

56.26%

36. Fair value measurement

 

The following table provides the fair value measurement hierarchy* of the Group's assets and liabilities.

Total Fair

Level 1

Level 2

Level 3

Value

As at 31 December 2017

$'000

$'000

$'000

$'000

Assets measured at fair value

Investment property

-

-

1,568,126

1,568,126

Investment property under construction

-

-

38,411

38,411

Derivative financial instruments

-

8,393

-

8,393

Liabilities measured at fair value

Derivative financial instruments

-

35

-

35

As at 31 December 2016

Assets measured at fair value

Investment property

-

-

1,300,643

1,300,643

Investment property under construction

-

-

41,253

41,253

Derivative financial instruments

-

5,370

-

5,370

Liabilities measured at fair value

Derivative financial instruments

-

1,010

-

1,010

* Explanation of the fair value hierarchy:

Level 1 - Quoted prices in active markets for identical assets or liabilities that can be accessed at the balance sheet date.

 

Level 2 - Use of a model with inputs that are directly or indirectly observable market data.

 

Level 3 - Use of a model with inputs that are not based on observable market data.

 

The Group's foreign currency derivative financial instruments are call options and are measured based on spot exchange rates, the yield curves of the respective currencies as well as the currency basis spreads between the respective currencies. The Group's interest rate derivative financial instruments comprise swap contracts and interest rate caps. These contracts are valued using a discounted cash flow model and where not cash collateralised consideration is given to the Group's own credit risk.

 

There have been no transfers between level 1 and level 2 during the year or the prior year.

37. Operating lease arrangements

 

The Group earns rental income by leasing its investment properties to tenants under non-cancellable operating leases, which are discussed in detail in the Strategic Report and note 13. At the Balance Sheet date the Group had contracted with tenants for the following future minimum lease payments:-

 2017

 2016

 $'000

 $'000

Within one year

153,733

124,505

In the second year

129,165

108,852

In the third to fifth year (inclusive)

191,718

196,800

After five years

43,466

53,140

518,082

483,297

38. Reconciliation of liabilities arising from financing activities

Non-cash changes

2016

Cash flows

Fair value

Foreign exchange

Other

2017

$'000

$'000

$'000

$'000

$'000

$'000

Interest bearing loans and borrowings

739,825

103,175

-

(143)

4,325

847,182

Preference shares

131,703

(112)

-

12,506

2,361

146,458

Convertible preference shares

119,859

126,402

-

17,322

5,448

269,031

Derivative financial instruments

(5,041)

(4,870)

1,758

(19)

-

(8,172)

986,346

224,595

1,758

29,666

12,134

1,254,499

2017

Cash flows relating to interest bearing loans and borrowings comprise:

$'000

Proceeds from long term borrowings

271,457

Repayment of long term borrowings

(125,371)

Loan amortisation

(38,322)

Bank borrowing costs paid

(64,171)

Add: Interest paid

59,583

Loan origination costs incurred

(4,589)

103,175

Other non-cash changes include amortisation of origination costs, movements in interest accruals, accretion of premiums payable on redemption of preference and convertible preference shares and the allocation to equity on issue of convertible preference shares.

39. Acquisitions in the period

The Group made three corporate acquisitions in the period; Gorigo Logistics Park, Primium Business Centre and Kellerman Business Centre from the same investment fund. The Group purchased the properties by acquiring all of the issued share capital of the corporate vehicles that owned the properties. In accordance with its accounting policy, the Group considered each acquisition in turn, assessing whether an integrated set of activities had been acquired in addition to the property. In each case it was concluded a business had not been purchased but rather the acquisition of a group of assets and related liabilities.

Analyses of the consideration payable for the properties and the incidental assets and liabilities are provided below:

Offices

Primium

Kellerman

Total

Gorigo

Total

$'000

$'000

$'000

$'000

$'000

Non-current assets

Investment property (note 11)

29,216

20,963

50,179

35,994

86,173

Deferred tax assets (note 26a)

-

-

-

1,856

1,856

Current assets

Trade and other receivables

234

440

674

282

956

Cash and short term deposits

1,930

1,016

2,946

1,142

4,088

Current liabilities

Trade and other payables

(1,983)

(2,523)

(4,506)

(1,961)

(6,467)

29,397

19,896

49,293

37,313

86,606

Discharged by:

Cash consideration paid

85,778

Acquisition costs

828

86,606

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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