Become a Member
  • Track your favourite stocks
  • Create & monitor portfolios
  • Daily portfolio value
Sign Up
Quickpicks
Add shares to your
quickpicks to
display them here!

Final Results

10th Mar 2014 07:00

RNS Number : 8759B
Raven Russia Limited
10 March 2014
 

10 March 2014

 

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

 

Results for the year ended 31 December 2013

 

The Board of Raven Russia releases the results for the year ended 31 December 2013.

 

 

Highlights

 

· Full year distribution up 33% from 3.75p to 5p

· NOI up 37% from $135.6 million to $186.4 million

· Underlying profit before tax is up 103% from $34.5 million to $70.0 million

· Basic underlying earnings per share are up 106% from 5.3 cents to 10.9 cents

· Adjusted diluted net asset value per share up a cent to 126 cents

· Free cash of US$229 million at today's date

 

 

Please go to the following website link to view our Key Performance Indicators
http://www.rns-pdf.londonstockexchange.com/rns/8759B_1-2014-3-10.pdf
 
 
  

Chairman Richard Jewson said "Our balance sheet is strong, we have cash to deploy, we continue to raise external debt when required and we have a good balance of capital instruments with our preference and ordinary shares. We have a proven and committed management team to execute our plans, to manage our estate, and to optimise the balance sheet."

 

 

Enquiries

 

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

Anton Bilton

Glyn Hirsch

 

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

Tim Robertson

Ben Heath

 

N+1 Singer Tel: +44 (0) 20 7496 3000

Corporate Finance - James Maxwell

Sales - Alan Geeves / James Waterlow

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 with a market capitalisation of approximately £590 million. The Company operates out of offices in Guernsey, Moscow and Cyprus and has to date completed a portfolio of circa 1.4 million square metres of Grade "A" warehouses in Moscow, St Petersburg, Rostov-on-Don and Novosibirsk. For further information visit the Company's website: www.ravenrussia.com

Chairman's Message

 

It is now five years since the Group changed its structure following the acquisition of its property advisor. At that time we were in the middle of a global financial crisis and were completing 675,500 square metres ("sqm") of new, speculative development. It needed strong management to deal with the uncertainties we faced. We anchored our balance sheet with an issue of preference shares, without significant dilution to our ordinary shareholders and stuck to our belief that the market we operated in was chronically under supplied and that we could deliver a superior return for our shareholders. The highlights follow the journey that we have been on over the last five years and vindicate our strategy through those difficult times.

 

Today, we have 1.4 million sqm of completed assets and occupancy is running at 97%, with annualised Net Operating Income ("NOI") of $192 million. Underlying earnings, one of our key measures for covered distributions to ordinary shareholders, has increased from a loss of $27 million in 2009 to a profit of $60 million at 31 December 2013, a number which I hope will increase further with a full year of rental income at today's occupancy level.

 

With a mature portfolio, we have taken the opportunity to adjust our balance sheet weighting, converting half of our preference shares to ordinary shares with a 1 for 2 offer which was oversubscribed. This reduces our adjusted diluted NAV per share but has no significant impact on our earnings per share, the saving on preference share coupon compensating for the increase in the number of ordinary shares. As an investment company whose strategy has focussed on shareholder distributions, our earnings performance has always been the most important ratio for us. NAV growth should follow with a sustained history of high yield returns.

 

So what about the next five years? The existing portfolio still has to show the results of a full year at current occupancy. We have prime development land in Moscow and we intend to build that out over the next four years with a mixture of pre let and speculative space, if demand remains at current levels. Acquisition opportunities are increasing in our market and we will take those opportunities if they meet our quality criteria and are earnings accretive for ordinary shareholders. Our balance sheet is strong, we have cash to deploy, we continue to raise external debt when required and we have a good balance of capital instruments with our preference and ordinary shares. We have a proven and committed management team to execute our plans, to manage our estate, and to optimise the balance sheet.

 

We are well placed to continue growing.

 

Our final distribution of 3 pence per share takes our total for the year to 5 pence, a 33% increase on 2012. Again we intend to distribute by way of a tender offer of 1 in 28 ordinary shares at 85 pence.

 

We must hope that events in the Ukraine settle peaceably in the coming months and we recognise the effect that this will have on the capital markets whilst the issues remain unresolved. For us, it is 'business as usual' in Russia, with leases and banking arrangements continuing to be signed and rents paid.

 

As always, I would like to thank our shareholders, employees, advisors and all of our other stakeholders for their support during another busy year.

 

 

Richard Jewson

Chairman

9 March 2014

 

Strategic Report

 

Chief Executive's Report

 

2013 has been an important year. Raven Russia has finally become the specialist investment company that was always planned. Slightly delayed by the financial crisis, but better late than never.

 

We own a portfolio of top quality logistic warehouses, mainly in Moscow, which are fully let to strong tenants with average unexpired lease terms of 4.6 years and currently producing annualised NOI of $192 million. In addition we have sufficient permitted land to support our organic growth plans for a number of years.

 

In terms of financial performance, these are the highlights:

 

Full year distribution up 33% from 3.75p to 5p;

 

NOI up 37% from $135.6 million to $186.4 million;

 

Underlying profit before tax is up 103% from $34.5 million to $70.0 million;

 

Basic underlying earnings per share are up 106% from 5.3 cents to 10.9 cents; and

 

Adjusted Diluted Net Asset value per share up a cent to 126 cents.

 

Bank debt at the year end of $815 million, the majority of which is secured on individual assets, has an average interest rate of 7.2% and an average weighted term to maturity of 4.7years.

 

We also have $229 million of free cash at today's date.

 

For 2013 we intend to make a final distribution of 3 pence for each ordinary share making it 5 pence for the year. This continues our progressive distribution policy that has seen us return $347 million to ordinary and preference shareholders since flotation.

 

There is no benefit to shareholders of self congratulation (no matter how tempting) the real question is: what comes next?

 

We still believe that our sector of the market is structurally under supplied and that even modest economic growth in Russia will result in a significant excess of demand over supply. Competition remains fragmented and none of the major global players has entered the market. Russia continues to present many barriers to entry.

 

We have a stable position in terms of lease contracts and banking in the medium term, however we will be focussing on improving all of these arrangements through active management of tenants and lenders.

 

Raven Russia has always been about yield. In today's market stabilised assets produce a dollar yield of 11% and developments show around 14%. These stable cashflows provide the platform for attractive and growing distributions to shareholders.

 

We remain committed to distributing to ordinary shareholders by way of tender offer buy-backs. This is tax efficient and gives shareholders the option of receiving cash or increasing their percentage holding. In the long term the continual shrinking of the share base could have a powerful effect on value.

 

Our overhead base is stable so all increases in income will flow to the bottom line and enable us to increase distributions. Indexation will help but we can add 50,000sqm to 100,000sqm per year by building on existing land. Assuming rents of $130 per sqm, each 10,000sqm adds $1.3 million to NOI when let.

 

We are still pursuing acquisitions of completed assets and Moscow land.

 

The global economic and political environment remains difficult. Relatively speaking Russia is in a strong position but currency volatility makes financial planning difficult and we know that globalisation means banking contagion. For this reason we feel justified in keeping a relatively high balance of free cash.

 

 

Glyn Hirsch

Chief Executive Officer

9 March 2014

 

Business Model

 

Our Strategy

 

Our strategy is simple: to build an investment portfolio of Grade A logistics warehouses in Russia that delivers progressive distributions to our shareholders.

 

Russia and Moscow in particular, has long had an under supply of logistics infrastructure supporting its growing consumer demand. The sector offers high, dollar denominated, ungeared yields. The market was and continues to be neglected by both local and international property investment players and from a standing start in 2005 we have become the largest investment company in the warehouse sector in Russia, with only 1.4 million sqm of completed assets.

 

We see a continuing opportunity to grow our portfolio, especially in the Moscow market.

 

Business Model

 

As there was no active investment market in Russia when we floated the business, we entered into a development programme to build our own investment portfolio. Between 2005 and 2010, the majority of that development was speculative and it has taken until this year to complete the letting of our properties on acceptable lease terms and with the covenants we required.

 

Our model has adapted over that time from one initially focussed on deploying our equity in forward funding construction projects with local joint venture developers, to a geared development model with in house construction project management. The bulk of our investment portfolio was completed in 2009 and we entered into a sustained period of letting activity. Today, we are a maturing investment property group with a focus on growth through proactive asset management, organic development projects and acquisition.

 

Our tenants are a mixture of large, local and international businesses: retailers; distributors; manufacturers; and large, third party logistics providers. Where possible, we look to partner tenants to assist in their growth, the development at Noginsk over the last three years is a good example, with high specification developments, completed and in progress, for the large Russian retailers X5 and Dixy.

 

Our lease maturity profile shows a spike in 2016 and we will be working to deal with that well in advance as we will with debt maturities arising in 2016/17.

 

Operating in an underdeveloped investment market such as Russia does come with risks and we expand on these later in the Report.

 

Key Performance Indicators (KPIs)

 

The opportunity of high, Dollar denominated yield attracted us to this market and our KPIs are yield and distribution focussed. Our results are driven by increasing rental income and NOI performance, underpinned by the portfolio ERV and vacancy rates.

 

Our central overheads are reasonably stable and can support more growth. We focus on measurements that reflect our ability to pay cash covered distributions, principally underlying earnings and operating cash flows after interest. The latter forms the key measurement in our incentive plan targets.

 

With an immature investment market in Russia, asset values will have less of an effect on our share price than distribution growth and may result in a period where our shares trade at a premium to our fully diluted NAV per share.

 

With a final distribution of 3 pence confirmed and a total of 5 pence for the year, our shares yield 6.7% at today's share price.

 

We have struggled to find comparable indices for our stock. Russia is dominated by developers in the property market and we do not know of any similar investment companies in our part of the property universe. Similarly, comparing ourselves to UK Reits does not work given the disparity in metrics.

 

However, we have shown a comparison of our total shareholder return over the last 5 years to both the FTSE Small Cap and FTSE 350 indices later in the Annual Report, which shows a significant outperformance over that period.

 

Portfolio Review

 

Geographical

 

Warehouse

Moscow

St Petersburg

Regions

Space (000 sq.m)

966 (71%)

184 (13%)

220 (16%)

Annualised NOI (US$m)

134.8 (74%)

20.8 (11%)

26.8 (15%)

Office

Moscow

St Petersburg

Regions

Space (000 sq.m)

-

15 (100%)

-

Annualised NOI (US$m)

-

7.7 (100%)

-

 

2013 saw the company consolidate its position as the market leader in the warehouse and logistics sector in Russia. We delivered 83,600sqm of new space in Moscow at our Noginsk and Klimovsk projects, started work at Padikovo in Moscow and signed a substantial pre-let with Dixy Group at Noginsk in Moscow. We also ended the year with a vacancy rate in the portfolio of only 3% and contracted NOI of $191.8 million including $1.7 million of PLAs and LOIs. This increases to over $200 million with the Dixy pre let.

 

Portfolio lease expiries and breaks

 

Lease expiries

(US$m)

Lease breaks (US$m)

Lease expiries

(000 sq. m)

Lease breaks

(000 sq. m)

2014

7

1

51.3

6.5

2015

18

2

144.8

16.5

2016

39

-

302.2

-

2017

29

2

181.2

11.9

2018

12

-

93.4

-

2019-2024

65

-

475.9

-

Total

171

5

1,248.8

34.9

 

During 2014 we only have 57,800sqm of lease breaks and expiries reflecting the defensiveness of our portfolio in the short term. Looking further ahead, 161,300sqm expiries and breaks occur in 2015 and 302,200sqm in 2016. We are already in discussions with a number of these tenants with the aim of renewing or extending expiries early to lock into today's strong rents.

 

Portfolio yields

 

Warehouse

Moscow (%)

St Petersburg (%)

Regions (%)

2013

10.7 - 12.8

12.1 - 12.5

12.0 - 12.5

2012

11.0 - 13.0

12.5

12.5 - 13.3

 

Valuation yields remain steady at circa 11% for our prime Moscow assets, moving out to 12.5% for St Petersburg and the regional cities of Rostov and Novosibirsk. We still believe these yields are above where they should be but without greater investment interest in Russia they are likely to stay there. From a shareholders perspective, if we can keep growing the portfolio at these yields or better through selective investment, land acquisition and development we should continue to produce excellent returns.

 

Our investment properties were valued by Jones Lang LaSalle ("JLL") at the period end, in accordance with the RICS Valuation and Appraisal guidelines, and are carried at a market value of $1.65 billion (see note 11 to the financial statements). This resulted in an increase of $144 million in portfolio value since 2012, reflecting our progress in leasing, development and asset management. This carrying value reflects an average yield of 12% on a fully let portfolio NOI of $196.7 million (not including phases under construction).

 

Investment Portfolio

 

Letting in the year

 

Warehouse

New Lettings

Breaks/Maturities

Expansion

Lease Renewals

Net New Lettings

Moscow

80,260

(37,402)

23,655

3,171

69,684

St Petersburg

7,530

(5,040)

2,295

5,040

9,825

Regions

30,530

(22,342)

8,020

17,033

33,241

118,320

(64,784)

33,970

25,244

112,750

 

Moscow

 

In Moscow, excluding the space under construction at Noginsk and Nova Riga, we have eight completed projects totalling 966,000sqm, producing an annualised income of $135 million at the year end. These properties are virtually fully let. During the year we had net lettings of 69,684sqm in Moscow increasing our income by $12 million per annum. Rents have remained around $130-$135 per sqm for Grade A warehousing throughout the year.

 

Moscow Portfolio

 

Warehouse complex

Space (000 sq.m)

Annualised NOI (US$m)

 

Pushkino

213.6

27.5

Istra

205.3

28.5

Noginsk

160.6

24.3

Klimovsk

157.6

21.5

Krekshino

117.7

17.7

Lobnya

52.2

7.1

Sholokovo

45.2

6.1

Southern

14.1

2.1

 

At Noginsk we completed a further 35,600sqm at a marginal yield on cost of 17.7%. We have also signed a pre-let with Dixy, the leading Russian Supermarket operator, for 39,284sqm on a 15 year lease and annual rent of $8.5 million. This space is due for delivery in the first quarter of 2015. We anticipate this will generate a marginal yield on cost of 17.7% and a development profit of circa $11 million.

 

At Klimovsk we delivered 48,000sqm of new space in the summer. This is now 60% leased with a further 9% under LOI. Based on actual and anticipated rents of $130 per sqm, the project has generated a marginal yield on cost of 21%.

 

At Pushkino we have completed circa $10 million of improvements to the property that were funded by the vendor.

 

St Petersburg

 

St Petersburg Portfolio

 

Warehouse complex

Space (000 sq.m)

Annualised NOI (US$m)

 

Shushary

147.3

16.4

Pulkovo

36.7

4.4

 

Office

Konstanta

15.8

7.7

 

In St Petersburg, the market has remained strong and we only have 3,500sqm vacant, representing 2% of our warehouse portfolio in the city. Rents have continued to improve and have now reached $120-$125 per sqm compared to an average rent on our St Petersburg warehouses of $105 per sqm. With a number of breaks and expiries coming up over the next two years we are hopeful of increasing our income and locking in higher rents for the medium term.

 

Regions

 

Regional Portfolio

 

Warehouse complex

Space (000 sq.m)

Annualised NOI (US$m)

 

Novosibirsk

119.7

14.6

Rostov

100.3

12.2

 

 

Our project in Rostov is 95% let following the release of 5,300sqm of space at the year end. We are seeking pre-lets and development finance to allow us to start an additional 15,000sqm of development on the second phase.

 

In Novosibirsk rents have improved to $120 per sqm and we only have 5,300sqm available to let, having leased a further 38,500sqm and renewed existing leases on 17,000sqm in 2013.

 

Tenant Mix

 

Warehouse

Tenant Type

Distribution

Retail

Manufacturing

Third Party Logistics operators

 

Space (000 sq.m)

 

 

217.0 (16%)

 

399.3 (29%)

 

203.1 (15%)

 

553.4 (40%)

 

Our strategy remains to lease to strong Russian and International tenants who can fulfil their rental obligations over the term of their lease contracts. In selecting tenants we are also conscious of exposure to any one tenant or any particular sector or use. Our largest tenant, Itella, accounts for only 12% of our annual warehouse NOI. We have tenants from a very broad business base who are involved in many different aspects of the Russian economy, from high street retail, to car part assembly, internet retail and pharmaceuticals. This diversified profile helps protect the Company from a downturn in any particular sector.

 

Land Bank

 

Location

Property / Warehouse Complex

Land plot size (ha)

Additional phases of completed property

Moscow

 

Regions

 

Noginsk

 

Rostov-On-Don

26

 

27

Land bank

Moscow

 

St Petersburg

 

Regions

Nova Riga

 

Pulkovo

 

Chelyabinsk

Omsk

Omsk 2

Saratov

Ufa

Novgorod

38

 

10

 

59

19

9

29

48

44

 

Total

309

 

We have started work building 39,284sqm at Noginsk for Dixy and on the first 67,000sqm at Nova Riga both for delivery in the first quarter of 2015. At Noginsk we still hold another 25.9 ha on which we can build 134,000sqm and at Padikovo there is the potential to add a further 130,000sqm on the additional 25.2 ha we own.

 

Demand in the regional cities across Russia is improving and we are talking to a number of large occupiers about their expansion plans although any development in the regions would only commence once we had signed a pre-let for a long term lease. The last of those land plots held under leasehold are nearing their maturity and we have reduced the carrying value of these on the assumption that we will not renew the land lease.

 

The Market

 

Tenant demand is still driving the market and JLL estimate that take up in 2013 was 1.3 million sqm in Moscow alone. The vacancy rate for class A warehouse stood at 1.4% at the year end. In St Petersburg the vacancy rate has fallen to 1.7%. For 2014, JLL forecast new supply of Grade A warehouse space in Moscow of circa 1.6 million sqm with potential demand of 1.1 million sqm. The key trend in the market is the increase in build to suit for sale deals which accounted for 35% of total take up in 2013, up from 26% in 2012.

 

The investment market has been relatively quiet over the last twelve months with property owners, anticipating future yield compression, unwilling to sell at current prices. The owner occupier market has been strong with circa 316,000 sqm of space sold in Moscow at an estimated average price of between $1,250 and $1,300 per sqm. This compares favourably to our own valuations in Moscow of circa $1,235 per sqm.

 

Ownership of one of our largest competitors, MLP, changed in the second half of the year in an off market transaction. Their portfolio consisted of 4 assets totalling 730,000sqm, with two properties in Moscow, one in St Petersburg and one in Kiev, Ukraine. We estimate the deal was completed at around 11% to 11.5% for the Moscow properties.

 

Looking into 2014, we are aware of a number of investment deals that have been marketed in the last quarter of 2013 where deals may close in the next few months at or around 11%.

 

Finance Review

 

Underlying Earnings

2013

2012

(Adjusted non IFRS measure)

$'000

$'000

Net rental and related income

186,504

143,190

Administrative expenditure

(27,818)

(33,516)

Share of profits of joint ventures

2,717

2,218

Operating profit

161,403

111,892

Net finance charge

(91,436)

(77,401)

Underlying profit before tax

69,967

34,491

Tax

(9,716)

(4,224)

Underlying profit after tax

60,251

30,267

Basic underlying earnings per share (cents)

10.92

5.30

 

The success in letting our portfolio continues to drive our results with underlying net rental and related income increasing from $143.2 million to $186.5 million in the year.

 

General underlying administrative expenses have reduced from $33.5 million to $27.8 million. The element relating to the property investment portfolio (see note 4 to the financial statements) was $16.0 million (2012: $15.3 million). Underlying operating profit increases to $161.4 million from $111.9 million in 2012.

 

Our bank interest expense for the year increased with a full year of charge on debt drawn in 2012 (note 7 to financial statements), increasing to $63.2 million from $51.1 million. Similarly, our preference share charge increased to $38.3 million (2012: $33.5 million) with a full year of charge on shares issued in 2012. This charge will halve in the current year following the preference share conversion.

 

Underlying profit after tax increased by 99% to $60.3 million (2012: $30.3 million). Basic underlying earnings per share increase by 106% to 10.92 cents (2012: 5.30 cents).

 

IFRS Earnings

2013

2012

$'000

$'000

Operating profit before profits and (losses) on investment property

151,685

84,206

Net profit on revaluation

55,268

64,359

Operating profit

206,953

148,565

Net finance expense

(92,430)

(85,947)

Profit before tax and preference share conversion charge

114,523

62,618

Tax

(32,407)

(33,204)

Profit before charge on preference share conversion

82,116

29,414

Charge on preference share conversion

(86,035)

-

(Loss)/profit after tax

(3,919)

29,414

 

Our IFRS results are dominated by the accounting treatment for the preference share conversion exercise completed at the year end. The swap of 1 preference share for 2 ordinary shares, for half of the preference shares in issue, results in an increase in shareholder funds of $170 million following the issue of new shares and reduction in the preference share liability but results in a charge to the income statement of $86 million. This charge reflects the difference between the market value of the ordinary shares being issued and the carrying value of the preference shares on the balance sheet, which are recorded at amortised cost. Other than the costs of the transaction, there is no cash impact on this year's results.

 

Balance sheet reconciliation

2013

$'000

Adjusted Diluted Net Asset Value

$

Net assets before preference share conversion

721,517

 1.38

Ordinary shares issued on conversion

256,437

Charge to Income Statement

(86,035)

Net assets after preference share conversion

891,919

1.26

 

The preference share conversion strengthens our balance sheet, reducing perceived gearing and reducing exposure to the fixed sterling preference share coupon. The ability to progress our distribution policy to ordinary shareholders is maintained as the future saving on preference share coupon compensates for the increase in the number of ordinary shares.

 

Our completed investment property portfolio had a market value at 31 December 2013 of $1.65 billion, up from $1.5 billion at the end of 2012. This follows transfers from assets under construction of $85 million and a valuation uplift of $57 million. Investment property under construction had a market value of $116 million at the year end, down from $147 million at the beginning of the year following the completion of phases at Noginsk and Klimovsk and after a net revaluation uplift of $6.7 million.

 

Following the preference share conversion exercise, adjusted fully diluted NAV per share increased during the year from $1.25 to $1.26.

 

Cash and Debt

 

Cash flow Summary

2013

$'000

Net cash generated from operating activities

192,297

Net cash used in investing activities

(63,483)

Net cash used in financing activities

(110,368)

Net increase in cash and cash equivalents

18,446

Foreign exchange movements

(5,862)

Increase in cash

12,584

 

Net cash generated from operating activities increased from $129.8 million to $192.3 million in the year. Construction costs in the year were $74.9 million, funded from a net increase in borrowings of $38.9 million and operating cash. Bank borrowing costs were $72.0 million (2012: $53.2 million) and distributions to ordinary and preference shareholders totalled $75 million (2012: $62.3 million). This combined to leave an increase in cash held at the year end from $188.7 million to $201.3 million.

 

Debt

2013

2012

$'000

$'000

Fixed rate debt

86

-

Debt hedged with swaps

305

422

Debt hedged with caps

381

225

772

648

Unhedged debt

43

129

815

776

Unamortised loan origination costs and accrued interest

(12)

(9)

Total debt

803

767

Undrawn facilities

36

3.5

Weighted average cost of debt

7.24%

7.33%

Weighted average term to maturity

4.7

4.7

 

We have total debt outstanding of $815 million at the year end (2012: $776 million), with only $43 million (2012: $128 million) unhedged. Our average weighted cost of debt remains stable at 7.2% (2012: 7.3%) and weighted average time to maturity remains at 4.7 years (2012: 4.7 years).

 

We have one short term maturity of $37 million which we aim to roll over during the year.

 

Our focus on debt in the year has been refinancing the equity on the additional phases we completed at Klimovsk and Noginsk and refinancing the most expensive debt we have on our regional assets. We have achieved the former, drawing an additional $20 million before the year end and $23 million on the latter early in the current year. We have also refinanced our Rostov facility, with a new loan of $61 million, repaying the existing facility of $41 million. The refinancing of our Novosibirsk asset is also progressing well with a new loan now credit approved at a cost of debt to the Group well below the existing facility. We aim to complete this refinancing in the next quarter.

 

Our attention is now on the maturities which arise in 2016 and 2017 and we will aim to extend these maturities well before they reach term.

 

We are also in discussions to finalise a long term construction loan secured on the Nova Riga project which will allow us to accelerate the build programme there.

 

Foreign Exchange

 

The Rouble depreciation in the last few months has put focus on foreign exchange risk. As a US Dollar denominated business the main foreign exchange risks we face are:

 

- Rental income: leases are pegged to the US Dollar and we receive a variable Rouble amount based on the Central Bank exchange rate on the date paid;

- Property operating costs: these are recoverable from tenants and are Rouble denominated;

- Construction costs: the majority of these are Rouble amounts;

- Administrative costs: the majority of these are salary related and the only exposure is central overheads which are paid in Sterling; and

- Preference share coupon: this is a Sterling cost.

 

In the majority of cases, we hold sufficient cash in the three main currencies of US Dollar, Rouble and Sterling to cover cash requirements. The most significant of these is ongoing property operating costs and sufficient Rouble reserves are held to cover these each quarter. The remainder of rental income is then converted to US Dollars to service our US Dollar debt requirements and pass surplus cash to the holding company. We are mindful that the majority of our tenants are Rouble based companies and the continued weakening of the Rouble means that their US Dollar denominated rents get increasingly expensive.

 

As our construction activities are now a smaller part of the business, there is no significant foreign exchange exposure and our cost of construction reduces with the weakening Rouble.

 

We maintain sufficient rolling Sterling cash balances to cover our overhead exposure.

 

Following the preference share conversion exercise, our exposure to the preference share coupon has been halved. We do still maintain a three year cap at $1.60 to £1.00, maturing quarterly to hedge the exposure.

 

As we hold a mixture of different currency cash balances and also preference shares denominated in Sterling, our balance sheet is open to unrealised exchange movements but these should unwind as the cash is used for future expenditure. Given the long term nature of the preference shares there is no reason to hedge their principal value and as the recent conversion to ordinary shares demonstrated, there are methods for redeeming these without foreign exchange risk.

 

So the main risk is any knock on effect that the weak Rouble has on consumer demand and the level of rents that can be achieved in the market place. We are watching the trends closely.

 

Subsidiaries

 

Our trading subsidiaries have performed well this year. Raven Mount has now disposed of the majority of its legacy residential stock in the UK and its joint venture for second homes at The Lakes in the Cotswolds continues to generate cash.

 

Roslogistics has contributed $14.7 million to profit (2012: $10.2 million), the equivalent of $1.3 million profit (2012: loss of $3.2 million) after taking account of the rent and operating expenses payable to the Group for warehouse space.

 

Provisions

 

We continue to carry a provision for a legacy litigation claim on the Pushkino project, which we acquired in 2012. The liability is covered by retention monies released to us by the vendor during the year. The majority of this is held as restricted cash until the litigation is settled. Details are given in note 25 to the Financial Statements.

 

The year ahead

 

We have a strong balance sheet today and the year ahead is about minimising risk, especially in the current environment. A long period of Rouble weakness could have an impact on demand for our new stock and the sustainability of the current rent roll on our existing portfolio. It is too early to say if there will be wider implications, on the banking sector and cost of debt for example. But, for now, as the Chairman said, it is business as usual in Russia.

 

Risk Report

The Board places significant importance on identifying and managing the risks facing the business. These encompass the risks, real and perceived, of operating in a foreign market such as Russia, to the more obvious cyclical, property specific risks, presented by the development and investment in a large property portfolio.

 

In the last nine years we have addressed the fundamental risks of entry into any new market, identifying experienced and trustworthy local joint venture partners in the early stages and gradually building up our own domestic presence. We are now the largest player in our niche and have all of the in house skills required to manage both local regulatory and generic property risks. Our in house expertise includes legal, finance and accounting, leasing, asset management and construction departments. We believe that we have the structure and culture in place to identify and effectively manage the risks that our market and sector presents.

 

The macro and political risks that have arisen since 2008, including the current situation in Ukraine, obviously have an impact on our business and we strive to dampen the effects of those as best we can. We pass foreign exchange risk onto our tenants with US Dollar pegged rents in exchange for reduced inflationary indexation (linked to US CPI rather than Russian inflation); we use ring fenced structures to hold assets, minimising recourse to the holding company; we have a diverse spread of funding banks, both international and domestic; similarly, we have a diverse range of tenants, international and domestic; and we have a mixture of capital instruments that we can offer on the Company balance sheet, ordinary shares, preference shares and warrants. All of which, to date, has allowed us to minimise the effect of downturns on our shareholders.

 

Our primary focus remains an offering of attractive returns for our shareholders. As such, and in the context of the paragraph above, we have a commensurate focus on financial risks. Set out below is an overview of how we manage our key financial risks.

 

Financial Risks

 

Our strategy from the outset has been simple: to build an investment portfolio in the Russian warehouse sector which allows us to generate a high Dollar denominated, ungeared yield on cost. We believed that this would translate into very attractive distribution yields for our shareholders.

 

Gearing

 

Gearing has enabled us to accelerate our growth but we have managed the increased risk to the Group by raising asset secured facilities, ring-fenced in special purpose vehicle structures. We have not taken any significant bank debt exposure onto the holding company balance sheet to date. This allows us to monitor both our debt service obligations at an asset level but maintain low gearing ratios at a consolidated level. Our Group gearing levels, not including preference shares, have been managed between 41% and 48%. This held us in good stead during a busy speculative construction period in 2008 and 2009 and through the recent financial crises.

 

The changing banking landscape, combined with our maturing portfolio, may mean that we do look to alternative financing structures in the future. We have demonstrated this already with the issue of preference shares and at some point we may change our financing risk profile to a more central financing structure, using the portfolio as a whole, to reduce our effective cost of debt. We would be mindful of refinancing and covenant risk if we were to move in that direction.

 

Key Performance Indicators

 

With the impact of gearing and our preference shares on results, we place emphasis on our "Underlying Earnings" (as defined in note 9 to the financial statements) and operating cash flows after financing costs, the key metric in our incentive schemes. These measures give the most relevant and comparable information on the operating performance of our portfolio and our ability to pay distributions from those operations.

 

We also monitor our loan to value covenants and the impact of valuations on our diluted net asset value per share. However, given that valuation yields in our market remain significantly above other comparable European markets (close to replacement cost) and result in high cash cover on debt service, we do not currently see this as a key metric on our performance. Our focus is on yield driving our shareholder return.

 

Property Acquisition and Development

 

The market in which we operate has been and continues to be undersupplied. This means that we have had to construct the majority of our portfolio speculatively, 2008 and 2009 being the periods of greatest construction activity. The global downturn resulted in this new space taking time to let with the cost of vacant space being carried by the Group. We have now reached letting levels that reduce this cost to de minimis levels.

 

New development in today's market has the potential to deliver high income yields, especially on additional phases of existing assets. We have commenced a speculative construction programme limited to a maximum of 100,000 sqm in any year. This allows us to manage the construction and letting risk on new space in the context of our existing portfolio of 1.4 million sqm.

 

There are a number of potential acquisition opportunities in the market, of completed, fully let properties. We continue to assess acquisitions of fully let income producing assets to grow the portfolio. Acquisitions have presented their own risks in our market as we have not been involved in the historic construction and management of the sites. Whilst this adds to the potential for enhanced asset management returns it also introduces the risk of legacy issues that may need to be managed out. This is all part of the integration risk of introducing new assets to the portfolio.

 

We have set out in the following table 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. Given the current political climate we see the first three of the financial risks below increasing.

 

Financial Risk

 

Risk

Impact

Mitigation

Change

Bank Lending

 

The number of banks lending in our market diminishes because of macro economic or political events.

 

 

 

Reduced access to funding and potential increase in funding cost.

 

Reduces ability to refinance maturing facilities.

 

 

 

Debt facility maturities have a weighted average of 4.7 years with only one near term maturity at 30 September 2014;

 

Larger Russian domestic lenders are now offering debt on similar terms to the international banks who have exited the market although we will need to monitor this position following recent Central Bank rate hikes;

 

Alternative sources of funding such as preference shares are available; and

 

Facilities have a mix of amortising profiles and approximately $50 million of principal is repaid each year. This means that our gearing levels are low (44.44% at 31 December 2013) and debt service coverage ratios are more than adequately met.

 

Interest rates

 

Cost of debt increases.

 

 

 

Group profitability and debt service cover reduces.

 

 

 

The majority of our variable cost of debt is hedged with the use of swaps and caps on US LIBOR; and

 

The weighted average remaining term of existing hedge instruments is over 3 years.

 

Foreign Exchange

 

Adverse movements in Rouble or Sterling against US Dollar

 

 

 

A reduction in our US Dollar denominated earnings.

 

 

 

Rental income, whilst received in Roubles, is pegged to the US Dollar exchange rate, the exchange risk being passed to tenants. In return, indexation is held to US CPI levels rather than Russian inflation. Sustained Rouble weakness will ultimately affect our tenants as they are predominately Rouble businesses so there may be a point where temporary reductions have to be considered;

 

We retain sufficient Rouble funds from rent collection to meet Rouble expenditure requirements;

 

Construction costs are payable in Roubles, if we have insufficient Rouble resources to cover future construction payments we may enter into Non Deliverable Forward instruments to retain certainty on our US Dollar returns;

 

Our largest Sterling exposure is the payment of preference share coupon and ordinary share dividends;

 

We have capped the exposure of our preference share coupon to December 2016 and retain sterling cash where possible to cover known ordinary share dividend commitments; and

 

Our balance sheet is open to unrealised losses on foreign exchange if the US Dollar weakens against Sterling and/or the Rouble but these have minimal cash effect.

 

 

Property Investment

 

Risk

Impact

Mitigation

Change

Composition of portfolio

 

Portfolio made up of predominantly one asset class with concentration in Moscow

 

 

 

· Potentially reduces liquidity of the portfolio; and

·

Could cause volatility in income and valuation movements.

 

 

 

· Assets are located in different local markets and Moscow remains the main hub for supply throughout Russia;

·

· Moscow has a larger population than any other European City save Istanbul and can support niche players because of its size;

·

· There remains a structural under supply of Grade A warehouses in Moscow and Russia as a whole; and

·

· Our focussed approach provides detailed understanding of our sector.

·

Customers

· Slow down in Russian growth and consumer spending

 

 

· Reduced consumer demand will impact on demand for new lettings, renewal of existing leases and restrict rental growth.

 

 

 

· We have a diversified tenant base (our largest tenants, X5 Group and Itella each represent in excess of 10% of current warehouse rental income);

·

· Almost 50% of our income comes from tenants who individually, contribute less than a 2% to rent roll;

·

Experienced internal leasing team; and

 

Strong relationships with existing customers and a close understanding of their business operations gives the Group good visibility on any potential change in market conditions and circumstances which may affect rental income.

Acquisitions

· Immature investment market where legacy issues are common with Russian acquisitions

 

 

· Lack of available acquisitions requires reliance on speculative development for growth.

·

Where acquisitions are possible legacy issues may erode earnings enhancement.

 

 

· We have an internal management team with both international and Russian experience allowing issues to be identified prior to acquisition;

·

· External advisers undertake full detailed due diligence; and

·

· Organic growth through speculative development managed at levels below 10% of existing portfolio in any one year.

·

 

Property Development

 

Risk

Impact

Mitigation

Change

Speculative Nature

 

Occupiers are reluctant to enter into commitments to take new space prior to asset construction commencement.

 

 

Requires speculative development which will reduce income through vacant possession cost and valuation impact.

 

 

· We monitor market cycles and likely tenant demand before committing to new developments;

·

· Our developments are built in phases to allow suspension of construction if markets move adversely; and

·

· Current development plans limit construction to between 50,000 and 100,000 sqm in any 12 month period, less than 8% of the current portfolio.

 

Returns

 

Development projects fail to deliver the expected returns through cost and time overruns.

 

 

Target yield not met and profitability reduced.

 

 

Full project appraisals prepared with appropriate monetary and timing contingencies;

 

Foreign exchange exposure hedged where necessary; and

 

Experienced in house construction team project manage all projects.

 

Legacy Construction

Those schemes not built directly by Raven Russia which were acquired through a Joint Venture or simple completed asset purchase have not been subject to the control mechanisms in place in our construction department. There is therefore a risk that the build quality has defects which become apparent over time.

 

Performing technical due diligence by both our in house team and external advisors when an asset is considered for acquisition; and

 

Should any defect appear in one scheme then the other assets are then specifically checked to ensure the defect is not present there as well.

New

 

Russian Domestic Risk

 

Risk

Impact

Mitigation

Change

Legal Framework

 

The legal framework in Russia is in the early stages of its development.

 

 

 

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.

 

 

Experienced in house legal team review new legislation for any impact on the business; and

 

External legal advisors used when necessary.

Russian Taxation

 

Russian tax code is also developing and new rulings regularly introduced.

 

 

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

 

 

The key tax treaty for the Group is with Cyprus and this was renegotiated in the last 12 months with no significant impact on the business;

 

Russia is a relatively low tax jurisdiction with 20% Corporation tax; and

 

The Group structures itself in anticipation of Russia's move towards a more Western taxation structure encompassing concepts such as thin capitalisation and transfer pricing.

 

Other Operational Risks

 

Risk

Impact

Mitigation

Change

Key Personnel

 

 

Failing to retain key personnel.

 

 

 

Inability to implement strategy.

 

 

 

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

 

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

 

Incentive schemes are based on measurable annual targets and weighted towards share based rewards.

 

Business systems

 

Business and IT system disruption.

 

 

 

 

 

Disruption impacts on day to day operations.

 

 

 

 

Disaster recovery plans in place and all data stored remotely and duplicated on a second recovery site;

 

IT specialists now employed in house; and

 

Full upgrade of systems recently carried out.

.

Cyprus

 

Failure of the Cyprus macro economy due to lack of funds or unsustainable levels of national debt.

 

 

It may become too problematic or cost prohibitive to utilise Cyprus as an intermediate jurisdiction.

 

 

The Eurogroup provided conditional financial assistance to Cyprus on 25 March 2013 and current indications are that Cyprus is complying with the conditions and its economy is ahead of forecasts;

The Group is not exposed to or reliant on the Cyprus banking sector; and

The Group has no material exposure to the euro and its Cyprus cost base is immaterial.

 

New

 

 

Signed for and on behalf of the Board

 

Colin Smith

Director

9 March 2014

 

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 the accompanying financial statements. In addition, in note 36 there is a description of the Group's objectives and policies for managing its capital, financial instruments and hedging activities and its exposure to credit and liquidity risk.

 

During the year the Group continued to hold substantial cash and short term deposits. The property portfolio is running at high occupancy levels, with stable rental income streams and overhead base. Debt facilities have a weighted average time to maturity of 4.7 years at 31 December 2013.

 

The Board receive monthly updates on future cash flow projections and have regular working capital reports presented, in particular, as part of the half year and full year reporting process. A comprehensive independent working capital review was also undertaken as part of the preference share conversion transaction just prior to the year end. After making appropriate enquiries and examining sensitivities that could give rise to financial exposure, the Board has a reasonable expectation that the Company and the Group have adequate resources to continue operations for the foreseeable future. Accordingly, the Group continues to adopt the going concern basis in preparation of these financial statements.

 

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 2013. Certain parts of the Annual Report and Accounts have not been included in this announcement.

 

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 9 March 2014 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 2013

2013

2012

Underlying

Capital

Underlying

Capital

earnings

and other

Total

earnings

and other

Total

(Restated)

(Restated)

(Restated)

Notes

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

Gross revenue

4 / 5

272,269

-

272,269

225,311

-

225,311

Property operating expenditure and cost of sales

(85,765)

(65)

(85,830)

(82,121)

(7,600)

(89,721)

Net rental and related income

186,504

(65)

186,439

143,190

(7,600)

135,590

Administrative expenses

4 / 6

(25,925)

(2,019)

(27,944)

(31,049)

(1,706)

(32,755)

Share-based payments and other long term incentives

33

-

(7,634)

(7,634)

-

(16,609)

(16,609)

Foreign currency losses

(1,893)

-

(1,893)

(2,467)

-

(2,467)

Operating expenditure

(27,818)

(9,653)

(37,471)

(33,516)

(18,315)

(51,831)

Share of profits of joint ventures

16

2,717

-

2,717

2,218

(1,771)

447

Operating profit / (loss) before profits

and losses on investment property

161,403

(9,718)

151,685

111,892

(27,686)

84,206

Unrealised profit on revaluation of

investment property

11

-

48,557

48,557

-

68,055

68,055

Unrealised profit / (loss) on revaluation of

investment property under construction

12

-

6,711

6,711

-

(3,696)

(3,696)

Operating profit

161,403

45,550

206,953

111,892

36,673

148,565

Finance income

7

2,495

7,231

9,726

6,666

-

6,666

Finance expense

7

(93,931)

(8,225)

(102,156)

(84,067)

(8,546)

(92,613)

Charge on preference share conversion

24

-

(86,035)

(86,035)

-

-

-

Profit before tax

69,967

(41,479)

28,488

34,491

28,127

62,618

Tax

8

(9,716)

(22,691)

(32,407)

(4,224)

(28,980)

(33,204)

Profit / (loss) for the year

60,251

(64,170)

(3,919)

30,267

(853)

29,414

Earnings per share:

9

Basic (cents)

(0.71)

5.15

Diluted (cents)

(0.71)

4.92

Underlying earnings per share:

9

Basic (cents)

10.92

5.30

Diluted (cents)

10.33

5.06

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 2013

2013

2012

US$'000

US$'000

(Loss) / profit for the year

(3,919)

29,414

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

Foreign currency translation

(14,873)

(3,050)

Tax relating to foreign currency translation

-

-

Other comprehensive income, net of tax

(14,873)

(3,050)

Total comprehensive income for the year, net of tax

(18,792)

26,364

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 2013

31 December 2013

31 December 2012

1 January 2012

(Restated)

(Restated)

Notes

US$'000

US$'000

US$'000

Non-current assets

Investment property

11

1,632,476

1,495,673

1,145,090

Investment property under construction

12

118,919

149,450

101,458

Plant and equipment

6,818

8,751

6,681

Goodwill

14

7,906

7,859

7,750

Investment in joint ventures

16

18,464

23,031

22,553

Other receivables

17

66,436

18,732

13,084

Derivative financial instruments

20

10,266

4,278

1,216

Deferred tax assets

27

48,092

52,709

57,994

1,909,377

1,760,483

1,355,826

Current assets

Inventory

18

2,523

15,371

34,784

Trade and other receivables

19

56,431

86,906

42,114

Derivative financial instruments

20

1,519

960

-

Cash and short term deposits

21

201,324

188,740

181,826

261,797

291,977

258,724

Total assets

2,171,174

2,052,460

1,614,550

Current liabilities

Trade and other payables

22

101,630

92,338

69,457

Derivative financial instruments

20

-

606

-

Interest bearing loans and borrowings

23

81,803

121,936

95,607

183,433

214,880

165,064

Non-current liabilities

Interest bearing loans and borrowings

23

721,311

645,121

465,638

Preference shares

24

172,205

325,875

218,206

Provisions

25

42,700

36,217

-

Other payables

26

39,707

40,288

18,352

Derivative financial instruments

20

4,413

9,103

8,968

Deferred tax liabilities

27

115,486

92,014

69,562

1,095,822

1,148,618

780,726

Total liabilities

1,279,255

1,363,498

945,790

Net assets

891,919

688,962

668,760

Equity

Share capital

28

13,876

11,131

11,208

Share premium

287,605

71,475

83,454

Warrants

29

1,279

1,367

1,985

Own shares held

30

(22,754)

(24,145)

(16,222)

Capital reserve

146,392

102,808

52,239

Translation reserve

(145,378)

(123,697)

(120,647)

Retained earnings

610,899

650,023

656,743

Total equity

31 / 32

891,919

688,962

668,760

Net asset value per share (dollars):

32

Basic

1.22

1.22

1.18

Diluted

1.16

1.14

1.11

Adjusted net asset value per share (dollars):

32

Basic

1.32

1.34

1.26

Diluted

1.26

1.25

1.19

The financial statements were approved by the Board of Directors on 9 March 2014 and signed on its behalf by:

Mark Sinclair

 Colin Smith

The accompanying notes are an integral part of this statement.

 

GROUP STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2013

Share

Share

Own Shares

Capital

Translation

Retained

Capital

Premium

Warrants

Held

Reserve

Reserve

Earnings

Total

For the year ended 31 December 2012

Notes

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

At 1 January 2012

11,208

83,454

1,985

(16,222)

52,239

(120,647)

656,743

668,760

Profit for the year

-

-

-

-

-

-

29,414

29,414

Other comprehensive income

-

-

-

-

-

(3,050)

-

(3,050)

Total comprehensive income for the year

-

-

-

-

-

(3,050)

29,414

26,364

Warrants exercised

28 / 29

155

4,327

(618)

-

-

-

-

3,864

Own shares disposed

30

-

-

-

3,533

-

-

4,416

7,949

Own shares acquired

30

-

-

-

(14,060)

-

-

-

(14,060)

Own shares allocated

30

-

-

-

2,418

-

-

(2,418)

-

Ordinary shares cancelled under the tender offer

28 / 30

(232)

(16,306)

-

186

-

-

-

(16,352)

Share-based payments

33

-

-

-

-

-

-

12,437

12,437

Transfer in respect of capital profits

-

-

-

-

50,569

-

(50,569)

-

At 31 December 2012

11,131

71,475

1,367

(24,145)

102,808

(123,697)

650,023

688,962

For the year ended 31 December 2013

Profit for the year

-

-

-

-

-

-

(3,919)

(3,919)

Other comprehensive income

-

-

-

-

-

(14,873)

-

(14,873)

Total comprehensive income for the year

-

-

-

-

-

(14,873)

(3,919)

(18,792)

Warrants exercised

28 / 29

22

615

(88)

-

-

-

-

549

Own shares disposed

30

-

-

-

-

-

-

-

-

Own shares acquired

30

-

-

-

(704)

-

-

-

(704)

Own shares allocated

30

-

-

-

1,857

-

-

(1,857)

-

Preference share conversion

28 / 30

3,227

253,360

-

(150)

-

-

-

256,437

Ordinary shares cancelled under the tender offer

28 / 30

(504)

(37,845)

-

388

-

-

-

(37,961)

Share-based payments

33

-

-

-

-

-

-

3,428

3,428

Transfer to retained earnings

(6,808)

6,808

-

Transfer in respect of capital profits

-

-

-

-

43,584

-

(43,584)

-

At 31 December 2013

13,876

287,605

1,279

(22,754)

146,392

(145,378)

610,899

891,919

The accompanying notes are an integral part of this statement.

 

GROUP CASH FLOW STATEMENT

For the year ended 31 December 2013

2013

2012

(Restated)

Notes

US$'000

US$'000

Cash flows from operating activities

Profit before tax

28,488

62,618

Adjustments for:

Depreciation

6

2,019

1,706

Inventory write down

4

-

7,600

Loss on disposal of plant and equipment

65

-

Share of profits of joint ventures

16

(2,717)

(447)

Finance income

7

(9,726)

(6,666)

Finance expense

7

102,156

92,613

Charge on preference share conversion

24

86,035

-

Profit on revaluation of investment property

11

(48,557)

(68,055)

(Profit) / loss on revaluation of investment property under construction

12

(6,711)

3,696

Foreign exchange losses

1,893

2,467

Share-based payments and other long term incentives

33

7,634

16,609

160,579

112,141

Receipts from joint ventures

7,720

759

Increase in operating receivables

(4,000)

(7,822)

Decrease in other operating current assets

13,187

14,089

Increase in operating payables

20,115

13,835

197,601

133,002

Tax paid

(5,304)

(3,233)

Net cash generated from operating activities

192,297

129,769

Cash flows from investing activities

Payments for investment property under construction

(74,920)

(44,583)

Refunds of VAT on construction

4,258

6,729

Cash acquired with subsidiary undertakings

40

-

13,930

Acquisition of subsidiary undertakings

40

(914)

(271,245)

Release of retention on acquisition of subsidiary undertakings

5,819

-

Proceeds from sale of plant and equipment

311

42

Purchase of plant and equipment

(875)

(2,997)

Loans advanced

-

(353)

Loans repaid

356

2,470

Interest received

2,482

2,278

Net cash used in investing activities

(63,483)

(293,729)

Cash flows from financing activities

Proceeds from long term borrowings

194,400

239,814

Repayment of long term borrowings

(155,472)

(55,612)

Repayment of other borrowings

-

(91)

Bank borrowing costs paid

(72,042)

(53,169)

Exercise of warrants

28 / 29

549

3,864

Own shares acquired

28 / 30

(38,581)

(30,740)

Own shares disposed

30

-

7,949

Issue of preference shares

24

-

94,815

Costs incurred on issuing ordinary shares

(1,572)

-

Dividends paid on preference shares

(36,424)

(31,570)

Settlement of maturing forward currency financial instruments

225

140

Premium paid for forward currency financial instruments

(1,451)

(5,241)

Net cash (used in) / generated from financing activities

(110,368)

170,159

Net increase in cash and cash equivalents

18,446

6,199

Opening cash and cash equivalents

188,740

181,826

Effect of foreign exchange rate changes

(5,862)

715

Closing cash and cash equivalents

21

201,324

188,740

The accompanying notes are an integral part of this statement.

 

 

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2013

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 1 Le Truchot, St Peter Port, Guernsey GY1 6EH.

The audited financial statements of the Group for the year ended 31 December 2013 were authorised by the Board for issue on 9 March 2014.

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.

The allocation of creditors acquired with the acquisition of Pushkino were incorrectly allocated between operating activities and investing activities in the 2012 Cash Flow Statement. The 2012 Cash Flow Statement has been restated. There was no impact on the Group's Statement of Comprehensive Income, Balance Sheet or cash balance at 31 December 2012. The impact on the 2012 Cash Flow Statement was to increase operating cash inflows by US$11,999k, increase investing cash outflows by US$10,551k and to decrease the effect of foreign exchange rate changes on cash and cash equivalents by US$1,449k. There was no effect in 2013.

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, except that the Group has adopted the following new and amended IFRS and IFRIC interpretations as of 1 January 2013:

New and amended standards

IAS 1 Financial Statement Presentation - Presentation of Items of Other Comprehensive Income

IFRS 10 Consolidated Financial Statements (adopted early - mandatory 1 January 2014)

IFRS 11 Joint Arrangements (adopted early - mandatory 1 January 2014)

IFRS 12 Disclosure of Interests in Other Entities (adopted early - mandatory 1 January 2014)

IFRS 13 Fair Value Measurement

IAS 19 Employee Benefits (Revised)

Other than detailed below the adoption of the new or amended standards had no impact on the financial position or performance of the Group.

IAS 1 Presentation of Items in Other Comprehensive Income

The amendments to IAS 1 introduce the grouping of items presented in the Statement of Comprehensive Income. Amounts disclosed as Other Comprehensive Income that will be recycled to profit or loss in the future are presented separately from items that will not be recycled. In the case of the Group all amounts disclosed as Other Comprehensive Income will be recycled in the future. The amendment affects the presentation of the results and has no impact on the Group's financial position or performance.

IFRS 10 Consolidated Financial Statements

The application of IFRS 10 has not had an impact on the financial position or performance of the Group and, whilst the standard requires different factors to be considered in the assessment of control, the resulting conclusions are unchanged from prior periods. The Group assessed its control of subsidiaries and special purpose vehicles based on factors set out in the standard, including the Group's power over the investees and the Group's exposure to variable returns.IFRS 11 Joint Arrangements

The application of IFRS 11 has changed the accounting treatment for the Group's joint ventures. Previously the financial statements included the Group's proportionate share of these entities' assets, liabilities, income and expenditure on a line by line basis. Following the adoption of IFRS 11 the Group's interest in joint ventures is accounted for using the equity method, whereby the Group's share of the net assets of the joint ventures is included as a single line item in the balance sheet called "Investment in joint ventures". Similarly, the Group's share of profit or loss of its joint ventures is shown as a single line item on the face of the Income Statement as "Share of profits of joint ventures". The change in accounting policy has been applied retrospectively and the comparative financial information has been restated. The impact of the change on the 2012 financial information is set out below.

2012

Impact on the Income Statement

US$'000

Gross revenue

(8,896)

Property operating expenditure and cost of sales

8,004

Net rental and related income

(892)

Administrative expenses

223

Share of profits of joint ventures

447

Profit before tax

(222)

Tax

222

Profit for the year

-

The change in policy did not have any impact on net profit, other comprehensive income for the year or the Group's basic or diluted EPS.

31 December

1 January

2012

2012

Impact on the Balance Sheet

US$'000

US$'000

Goodwill

(5,756)

(5,725)

Plant and equipment

(17)

(30)

Investment in joint ventures

23,031

22,553

Total non-current assets

17,258

16,798

Inventory

(14,802)

(16,371)

Trade and other receivables

(110)

(1,547)

Cash and short term deposits

(2,957)

-

Total assets

(611)

(1,120)

Trade and other payables - current

611

1,120

Net assets

-

-

2012

Impact on the Cash Flow Statement

US$'000

Operating

(2,957)

Investing

-

Financing

-

Net decrease in cash and short term deposits

(2,957)

IFRS 13 Fair Value Measurement

The adoption of IFRS 13 in the period has not required the Group to change any of its accounting policies, however additional disclosures are required and are presented in notes 11, 12, 13 and 37.

Certain new standards, interpretations and amendments or revisions to existing standards, which may be relevant to the Group, have been published that are mandatory for later accounting periods and which have not been adopted early. These are:

IFRS 9 Financial Instruments: Classification and Measurement (effective 1 January 2015)

IFRS 10 Consolidated Financial Statements amended (effective 1 January 2014)

IFRS 12 Disclosure of Interests in Other Entities amended (effective 1 January 2014)

The Group has determined that the impact of these changes on its financial statements will not be material. 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.

 

GoodwillGoodwill represents the excess of the cost of a business combination over the interest in the fair value of identifiable assets, liabilities and contingent liabilities acquired. Cost comprises the fair values of assets given, liabilities assumed and equity instruments issued. For business combinations after 1 January 2010, transaction costs associated with an acquisition are expensed as incurred.

Goodwill is capitalised with any impairment in carrying value being charged to the Income Statement. Impairment tests on goodwill are undertaken annually at the financial year end. Impairment charges are included in the administrative expenses line item in the Income Statement. An impairment loss recognised for goodwill is not reversed.

Where the interest in the fair value of identifiable assets, liabilities and contingent liabilities acquired exceeds the cost of the combination, the resulting negative goodwill is recognised immediately in the Income Statement.

 

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 sales of completed properties and land are recognised on legal completion.

 

TaxationThe Company is a limited company registered in Guernsey, Channel Islands, and is exempt from taxation. The Group is liable for 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) 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.

(c) 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, 7th 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.

 

InventoryInventory is stated at the lower of cost and net realisable value. Inventory includes land and completed units that are available for sale.

 

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. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity comprises ordinary shares and listed warrants.

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 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 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.

ProvisionsProvisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Group expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the Income Statement net of any reimbursement.

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 or preference shares of the Company, these include the Executive Share Option Schemes and the Combined Bonus and Long Term Incentive Scheme 2012 to 2014.

Awards linked to or settled by ordinary shares

These are accounted for as equity-settled transactions in accordance with IFRS 2 Share-based Payment. The cost of equity-settled transactions is measured by reference to the fair value at the date at which they are granted. Fair value is determined by an external valuer, using an appropriate pricing model. In valuing equity-settled transactions, no account is taken of any service and performance conditions (vesting conditions), other than performance conditions linked to the price of the shares of the Company (market conditions). Any other conditions, which are required to be met in order for an employee to become fully entitled to an award are considered to be non-vesting conditions. Like market conditions, non-vesting conditions are taken into account in determining the fair value at grant date.

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and service conditions are fulfilled. The cumulative expense that is recognised at each reporting date until the vesting date, reflects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest. The income statement expense or credit for a period represents the movement in cumulative expense recognised at the beginning and end of that period.

No expense is recognised for awards that do not ultimately vest, except for equity-settled transactions where vesting is conditional upon a market or non-vesting condition, which are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other performance and service conditions are satisfied.

Where an equity-settled award is cancelled, it is treated as if it vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. This includes any award where non-vesting conditions within the control of either the entity or the employee are not met.

Awards linked to or settled by preference 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 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.

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.

DividendsDividends 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 is recognised.

(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.

(c) Acquisitions of investment property

The consideration payable in respect of each acquisition is dependent upon certain future events. In calculating the cost of each acquisition the Group has assessed the most probable outcome as at the balance sheet date. These amounts are reconsidered annually at each year end. The assessments include consideration of the future rental levels and costs of construction of a property as well as the terms of the legal agreements governing each acquisition. Based on these factors management will consider whether a liability or a contingent liability should be recognised or disclosed at the balance sheet date.

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 judgement 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, 7th 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.

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.

(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. The interpretation of legislation that the Group applies to its transactions and activities may be challenged by the relevant regional and federal authorities. Additionally there may be inconsistent interpretation of tax regulations by various authorities, creating uncertainties in the taxation environment 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 tax regulations have taken effect retrospectively.

Significant judgement is required in determining the provision for income tax and the recognition of deferred tax assets and liabilities.

(c) Provisions

The provision relating to the ongoing litigation in Toros (see note 25) requires the estimation of the likely outcome of the legal proceedings. In making the estimate, management has taken account of advice received from its legal advisors.

4. Segmental information

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

Property Investment - acquire, develop and lease commercial property in Russia

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

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 aggregated into a single reporting segment.

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.

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.

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 loss 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 US$63,114k (2012: US$58,446k). In 2012 the Raven Mount segment loss would have increased by $20k. There is no corresponding cost for Raven Mount in 2013.

(a) Segmental information for the year ended and as at 31 December 2013

Year ended 31 December 2013

Property

Raven

Segment

Central

Investment

Roslogistics

Mount

Total

Overhead

Total

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

Gross revenue

230,126

28,184

13,959

272,269

-

272,269

Operating costs / cost of sales

(62,925)

(10,025)

(12,880)

(85,830)

-

(85,830)

Inventory write down

-

-

-

-

-

-

Net operating income

167,201

18,159

1,079

186,439

-

186,439

Administrative expenses

Running general & administration expenses

(15,969)

(2,382)

(1,296)

(19,647)

(6,122)

(25,769)

Other acquisition / abortive project costs

-

-

-

-

(156)

(156)

Depreciation

(1,673)

(337)

(9)

(2,019)

-

(2,019)

Share-based payments and other long term incentives

(1,949)

-

-

(1,949)

(5,685)

(7,634)

Foreign currency losses

(1,187)

(706)

-

(1,893)

-

(1,893)

146,423

14,734

(226)

160,931

(11,963)

148,968

Unrealised profit on revaluation of investment property

48,557

-

-

48,557

-

48,557

Unrealised profit on revaluation of investment property under construction

6,711

-

-

6,711

-

6,711

Share of profits of joint ventures

-

-

2,717

2,717

-

2,717

Segment profit / (loss)

201,691

14,734

2,491

218,916

(11,963)

206,953

Finance income

9,726

Finance expense

(102,156)

Charge on preference share conversion

(86,035)

Profit before tax

28,488

As at 31 December 2013

Property

Raven

Investment

Roslogistics

Mount

Total

US$'000

US$'000

US$'000

US$'000

Assets

Investment property

1,632,476

-

-

1,632,476

Investment property under construction

118,919

-

-

118,919

Investment in joint ventures

-

-

18,464

18,464

Inventory

-

-

2,523

2,523

Cash and short term deposits

190,463

1,714

9,147

201,324

Segment assets

1,941,858

1,714

30,134

1,973,706

Other non-current assets

139,518

Other current assets

57,950

Total assets

2,171,174

Segment liabilities

Interest bearing loans and borrowings

803,114

-

-

803,114

Capital expenditure

Payments for investment property under construction

75,834

-

-

75,834

(b) Segmental information for the year ended and as at 31 December 2012

Year ended 31 December 2012

Property

Raven

Segment

Central

(Restated)

Investment

Roslogistics

Mount

Total

Overhead

Total

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

Gross revenue

187,754

23,059

14,498

225,311

-

225,311

Operating costs / cost of sales

(56,961)

(9,651)

(15,509)

(82,121)

-

(82,121)

Inventory write down

-

-

(7,600)

(7,600)

-

(7,600)

Net operating income

130,793

13,408

(8,611)

135,590

-

135,590

Administrative expenses

Running general & administration expenses

(15,327)

(3,202)

(2,251)

(20,780)

(8,476)

(29,256)

Other acquisition / abortive project costs

-

-

-

-

(1,793)

(1,793)

Depreciation

(1,203)

(496)

(7)

(1,706)

-

(1,706)

Share-based payments and other long term incentives

(3,769)

-

-

(3,769)

(12,840)

(16,609)

Foreign currency (losses) / profits

(2,935)

468

-

(2,467)

-

(2,467)

107,559

10,178

(10,869)

106,868

(23,109)

83,759

Unrealised profit on revaluation of investment property

68,055

-

-

68,055

-

68,055

Unrealised profit on revaluation of investment property under construction

(3,696)

-

-

(3,696)

-

(3,696)

Share of profits of joint ventures

-

-

447

447

-

447

Segment profit / (loss)

171,918

10,178

(10,422)

171,674

(23,109)

148,565

Finance income

6,666

Finance expense

(92,613)

Charge on preference share conversion

-

Profit before tax

62,618

As at 31 December 2012

Property

Raven

(Restated)

Investment

Roslogistics

Mount

Total

US$'000

US$'000

US$'000

US$'000

Assets

Investment property

1,495,673

-

-

1,495,673

Investment property under construction

149,450

-

-

149,450

Investment in joint ventures

-

-

23,031

23,031

Inventory

-

-

15,371

15,371

Cash and short term deposits

175,551

2,272

10,917

188,740

Segment assets

1,820,674

2,272

49,319

1,872,265

Other non-current assets

92,329

Other current assets

87,866

Total assets

2,052,460

Segment liabilities

Interest bearing loans and borrowings

767,057

-

-

767,057

Capital expenditure

Payments for acquisition of subsidiary undertakings and investment property under construction

305,277

-

-

305,277

5. Gross revenue

2013

2012

(Restated)

US$'000

US$'000

Rental and related income

230,126

187,754

Proceeds from the sale of inventory property

13,959

14,498

Logistics

28,184

23,059

272,269

225,311

The Group's leases typically include annual rental increases ("contingent rents") based on a consumer price index in Europe or the USA, which are recognised in income as they arise. Contingent rents included in rental income for the year amounted to US$2,234k (2012: US$1,242k).

Details of the Group's contracted future minimum lease receivables are detailed in note 39.

In 2013 and 2012 there were no single customers accounting for more than 10% of Group revenues.

6. Administrative expenses

2013

2012

(Restated)

(a) Total administrative expenses

US$'000

US$'000

Employment costs

13,351

14,481

Directors' remuneration

3,371

4,500

Office running costs and insurance

4,052

4,853

Travel costs

2,070

1,700

External administrator fees

79

265

Auditors' remuneration

664

1,302

Abortive project costs

156

793

Legal and professional

1,993

2,775

Depreciation

2,019

1,706

Registrar costs and other administrative expenses

189

380

27,944

32,755

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

Audit services

629

1,070

Audit related assurance services

71

71

Audit and audit related assurance services

700

1,141

Other fees:

Taxation services

(74)

141

Other services

38

20

(36)

161

Total fees

664

1,302

In addition the Group incurred a further US$432k of corporate finance fees in respect of the ordinary shares created as part of the preference share conversion (see note 24), which are deducted from the share premium created. In 2012 a further US$705k of corporate finance fees were incurred in respect of acquisitions and the placing of new preference shares, which are included in the cost of the acquisition or carrying value of the preference shares. 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 US$318k (2012: US$453k) and the fees for taxation services were US$116k (2012: US$113k).

7. Finance income and expense

2013

2012

US$'000

US$'000

Finance income

Income from cash and short term deposits

2,495

2,388

Interest income on loans receivable

-

109

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

2,495

2,497

Change in fair value of open forward currency derivative financial instruments

400

1,800

Change in fair value of open interest rate derivative financial instruments

6,606

2,229

Profit on maturing forward currency derivative financial instruments

225

140

Finance income

9,726

6,666

Finance expense

Interest expense on loans and borrowings measured at amortised cost

63,240

51,135

Interest expense on preference shares

38,288

33,533

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

101,528

84,668

 Change in fair value of open forward currency derivative financial instruments

398

614

 Change in fair value of open interest rate derivative financial instruments

230

7,331

 Finance expense

102,156

92,613

 

Included in the interest expense on loans and borrowings is US$6.2milion (2012: US$3.7million) relating to amortisation of costs incurred in originating the loans. Included in the interest expense on preference shares is US$1.4million (2012: US$1.1million) relating to the accretion of premiums payable on redemption of preference shares and amortisation of costs incurred in issuing preference shares.

 

8. Tax

2013

2012

(Restated)

US$'000

US$'000

The tax expense for the year comprises:

Current taxation

5,610

3,691

Deferred taxation

Deferred tax expense relating to the origination and reversal of temporary differences (note 27)

28,785

16,548

Charge on unrealised foreign exchange movements in loans

(2,380)

12,270

Adjustments recognised in the period for tax of prior periods

392

695

Tax charge

32,407

33,204

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

2013

2012

(Restated)

US$'000

US$'000

Profit before tax

28,488

62,618

Tax at the Russian corporate tax rate of 20%

5,698

12,524

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

40,536

26,801

Tax on dividends and other inter company gains

1,085

480

Tax effect of financing arrangements

(33,024)

(2,011)

Movement on unprovided deferred tax

17,720

(540)

Effect of acquisitions in the year

-

(4,745)

Adjustments recognised in the period for current tax of prior periods

392

695

32,407

33,204

9. Earnings measures

In addition to reporting IFRS earnings the Group adopts the European Public Real Estate Association ("EPRA") earnings measure, as set out in their Best Practice Policy Recommendations document issued in August 2011 and also reports its own underlying earnings measure.

EPRA earnings

The EPRA earnings measure excludes investment property revaluations and gains or losses on disposal of investment property, intangible asset movements, gains and losses on derivative financial instruments and related taxation.

Underlying earnings

Underlying earnings consists of the EPRA earnings measure, with additional group adjustments. 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. Adjustments include share-based payments and other long term incentives, the accretion of premiums payable on redemption of preference shares, material non-recurring items, depreciation and amortisation of loan origination costs.

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

 2013

 2012

 US$'000

 US$'000

Earnings

Earnings for the purposes of basic and diluted earnings per share being the net profit for the year prepared under IFRS

(3,919)

29,414

Adjustments to arrive at EPRA earnings:

Unrealised profit on revaluation of investment property

(48,557)

(68,055)

Unrealised (profit) / loss on revaluation of investment property under construction

(6,711)

3,696

Profit on maturing foreign currency derivative financial instruments (note 7)

(225)

(140)

Change in fair value of open forward currency derivative financial instruments (note 7)

(2)

(1,186)

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

(6,376)

5,102

Movement on deferred tax thereon

24,218

18,981

Adjusted EPRA earnings

(41,572)

(12,188)

Charge on preference share conversion (note 24)

86,035

-

Inventory write down (note 18)

-

7,600

Inventory write down in joint venture

-

1,771

Loss on disposal of plant and equipment

65

-

Share-based payments and other long term incentives

7,634

16,609

Premium on redemption of preference shares and amortisation of issue costs (note 7)

1,394

1,109

Depreciation (note 6a)

2,019

1,706

Amortisation of loan origination costs (note 7)

6,203

3,661

Tax on unrealised foreign exchange movements in loans

(1,527)

9,999

Underlying earnings

60,251

30,267

2013

2012

Number of shares

No '000

No '000

Weighted average number of ordinary shares for the purposes of basic EPS (excluding own shares held)

551,828

570,834

Effect of dilutive potential ordinary shares:

Warrants (note 29)

18,256

19,532

ERS (note 33)

596

1,755

LTIP (note 33)

5,665

5,384

CBLTIS (note 33)

6,796

-

Weighted average number of ordinary shares for the purposes of diluted EPS (excluding own shares held)

583,141

597,505

2013

2012

Cents

Cents

EPS basic

(0.71)

5.15

Effect of dilutive potential ordinary shares:

Warrants

-

(0.18)

ERS

-

(0.01)

LTIP

-

(0.04)

CBLTIS

-

-

Diluted EPS (cents)

(0.71)

4.92

EPRA EPS basic (cents)

(7.53)

(2.14)

Effect of dilutive potential ordinary shares:

Warrants

-

-

ERS

-

-

LTIP

-

-

CBLTIS

-

-

EPRA EPS diluted (cents)

(7.53)

(2.14)

Underlying EPS basic (cents)

10.92

5.30

Effect of dilutive potential ordinary shares:

Warrants

(0.36)

(0.18)

ERS

(0.01)

(0.01)

LTIP

(0.10)

(0.05)

CBLTIS

(0.12)

-

Underlying EPS diluted (cents)

10.33

5.06

10. Ordinary dividends

The Company did not declare a final dividend for the year ended 31 December 2012 or an interim dividend for 2013 and instead implemented two tender offer buy backs of ordinary shares.

In the place of a final dividend for 2012 the Company implemented a tender offer buy back of ordinary shares on the basis of 1 in every 33 shares held at a tender price of 75 pence per share, the equivalent of a final dividend of 2.25 pence per share. Instead of an interim dividend for 2013 the Company implemented a tender offer buy back of ordinary shares on the basis of 1 in every 40 shares at a tender price of 80 pence per share, the equivalent of a dividend of 2 pence per share.

11. Investment property

Asset class

Logistics

Logistics

Logistics

Office

Location

Moscow

St Petersburg

Regions

St Petersburg

2013

Fair value hierarchy *

Level 3

Level 3

Level 3

Level 3

Total

US$'000

US$'000

US$'000

US$'000

US$'000

Market value at 1 January 2013

1,083,879

173,409

200,032

45,000

1,502,320

Property acquisitions (note 40)

-

-

-

-

-

Transfer from investment property under construction (note 12)

85,356

11

-

-

85,367

Property improvements and movement in completion provisions

(8,716)

8,468

1,864

-

1,616

Unrealised profit / (loss) on revaluation

38,467

7,202

15,217

(4,078)

56,808

Market value at 31 December 2013

1,198,986

189,090

217,113

40,922

1,646,111

Tenant incentives and contracted rent uplift balances

(13,678)

(4,506)

(2,592)

(1,767)

(22,543)

Head lease obligations (note 26)

8,908

-

-

-

8,908

Carrying value at 31 December 2013

1,194,216

184,584

214,521

39,155

1,632,476

Revaluation movement in the year ended 31 December 2013

Gross revaluation

38,467

7,202

15,217

(4,078)

56,808

Effect of tenant incentives and contracted rent uplift balances

(5,324)

(1,816)

(600)

(511)

(8,251)

Revaluation reported in the Income Statement

33,143

5,386

14,617

(4,589)

48,557

Asset class

Logistics

Logistics

Logistics

Office

Location

Moscow

St Petersburg

Regions

St Petersburg

2012

Fair value hierarchy *

Level 3

Level 3

Level 3

Level 3

Total

US$'000

US$'000

US$'000

US$'000

US$'000

Market value at 1 January 2012

758,026

158,664

190,800

47,000

1,154,490

Property acquisitions (note 40)

268,623

-

-

-

268,623

Transfer from investment property under construction (note 12)

-

-

-

-

-

Property improvements and movement in completion provisions

4,705

1,012

535

8

6,260

Unrealised profit / (loss) on revaluation

52,525

13,733

8,697

(2,008)

72,947

Market value at 31 December 2012

1,083,879

173,409

200,032

45,000

1,502,320

Tenant incentives and contracted rent uplift balances

(8,355)

(2,690)

(1,992)

(1,255)

(14,292)

Head lease obligations (note 26)

7,645

-

-

-

7,645

Carrying value at 31 December 2012

1,083,169

170,719

198,040

43,745

1,495,673

Revaluation movement in the year ended 31 December 2012

Gross revaluation

52,525

13,733

8,697

(2,008)

72,947

Effect of tenant incentives and contracted rent uplift balances

(3,144)

(633)

(645)

(470)

(4,892)

Revaluation reported in the Income Statement

49,381

13,100

8,052

(2,478)

68,055

*Classified in accordance with the fair value hierarchy, see note 37. There were no transfers between fair value hierarchy in 2012 or 2013.

At 31 December 2013 the Group has pledged investment property with a value of US$1,565 million (2012: US$1,445 million) to secure banking facilities granted to the Group (note 23).

12. Investment property under construction

Asset class

Assets under construction

Land Bank

Location

Moscow

Regions

Moscow

St Petersburg

Regions

2013

Fair value hierarchy *

Level 3

Level 3

Sub-total

Level 3

Level 3

Level 3

Sub-total

Total

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

Market value at 1 January 2013

71,400

14,200

85,600

25,700

4,111

31,709

61,520

147,120

Property acquisitions (note 40)

-

-

-

-

-

-

-

-

Costs incurred

52,652

60

52,712

-

153

1,017

1,170

53,882

Effect of foreign exchange rate changes

(1,907)

(906)

(2,813)

(13)

(585)

(2,969)

(3,567)

(6,380)

Transfer between asset classes

25,687

-

25,687

(25,687)

-

-

(25,687)

-

Transfer to investment property (note 11)

(85,356)

-

(85,356)

-

(11)

-

(11)

(85,367)

Unrealised profit / (loss) on revaluation

17,059

446

17,505

-

-

(10,794)

(10,794)

6,711

Market value at 31 December 2013

79,535

13,800

93,335

-

3,668

18,963

22,631

115,966

Head lease obligations (note 26)

2,953

-

2,953

-

-

-

-

2,953

Carrying value at 31 December 2013

82,488

13,800

96,288

-

3,668

18,963

22,631

118,919

Asset class

Assets under construction

Land Bank

Location

Moscow

Regions

Moscow

St Petersburg

Regions

2012

Fair value hierarchy *

Level 3

Level 3

Sub-total

Level 3

Level 3

Level 3

Sub-total

Total

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

Market value at 1 January 2012

40,900

13,100

54,000

-

6,253

41,205

47,458

101,458

Property acquisitions (note 40)

-

-

-

23,020

-

-

23,020

23,020

Costs incurred

21,037

120

21,157

82

374

1,092

1,548

22,705

Effect of foreign exchange rate changes

304

706

1,010

-

439

2,184

2,623

3,633

Transfer to investment property (note 11)

-

-

-

-

-

-

-

-

Unrealised profit / (loss) on revaluation

9,159

274

9,433

2,598

(2,955)

(12,772)

(13,129)

(3,696)

Market value at 31 December 2012

71,400

14,200

85,600

25,700

4,111

31,709

61,520

147,120

Head lease obligations (note 26)

-

-

-

2,330

-

-

2,330

2,330

Carrying value at 31 December 2012

71,400

14,200

85,600

28,030

4,111

31,709

63,850

149,450

*Classified in accordance with the fair value hierarchy, see note 37. There were no transfers between fair value hierarchy in 2012 or 2013.

2013

2012

US$'000

US$'000

Revaluation movement in the year

Unrealised profit on revaluation of assets carried at external valuations

17,505

12,031

Unrealised loss on revaluation of assets carried at directors' valuation

(10,794)

(15,727)

6,711

(3,696)

Borrowing costs capitalised in the year amounted to US$1.2 million (2012: US$ 0.5 million).

At 31 December 2013 the Group has pledged investment property under construction with a value of US$54.7 million (2012: US$14.2 million) to secure banking facilities granted to the Group (note 23).

 

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 development projects and land bank.

The latter is subcategorised 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 2013 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 three qualified RICS members on the management team, one of whom is the 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 in the market to obtain additional information and an alternative perspective.

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 2012 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 stable 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

2013

2012

technique

 2013

 2012

US$'000

US$'000

Completed investment property

Moscow - Logistics

1,194,216

1,083,169

Income

ERV

$120 to $145

$115 to $145

capitalisation

Initial yield

10.0% to 11.5%

10.6% to 11.3%

Equivalent yield

10.7% to 12.8%

11.0% to 13.0%

Vacancy rate

1.0% to 40.9%

1.0% to 9.8%

Passing rent

$98 to $238

$92 to $216

St Petersburg - Logistics

184,584

170,719

Income

ERV

$115

$115

capitalisation

Initial yield

10.5% to 11.1%

9.8% to 10.8%

Equivalent yield

12.1% to 12.5%

12.5%

Vacancy rate

1.4% to 7.3%

2.2% to 14.0%

Passing rent

$91 to $127

$81 to $122

Regional - Logistics

214,521

198,040

Income

ERV

$110 to $115

$110 to $115

capitalisation

Initial yield

12.4% to 12.8%

8.3% to 13.1%

Equivalent yield

12.0% to 12.5%

12.5% to 13.3%

Vacancy rate

0% to 3.8%

0% to 22.6%

Passing rent

$97 to $214

$95 to $173

St Petersburg - Office

39,155

43,745

Income

ERV

$300

$300

capitalisation

Initial yield

18.9%

17.8%

Equivalent yield

12.3%

12.0%

Vacancy rate

0%

0%

Passing rent

$535

$556

Range

Other key information

Description

2013

2012

Moscow - Logistics

Land plot ratio

42% - 65%

42% - 65%

Age of building

1 to 9 years

1 to 8 years

Outstanding costs (US$'000)

10,413

18,590

St Petersburg - Logistics

Land plot ratio

51% - 57%

51% - 57%

Age of building

4 to 5 years

3 to 4 years

Outstanding costs (US$'000)

11,492

6,406

Regional - Logistics

Land plot ratio

48% - 61%

48% - 61%

Age of building

4 years

3 years

Outstanding costs (US$'000)

1,070

693

St Petersburg - Office

Land plot ratio

320%

320%

Age of building

7 years

6 years

Outstanding costs (US$'000)

-

-

Carrying amount

Valuation

Input

Range

Investment property under construction

2013

2012

technique

2013

2012

US$'000

US$'000

Moscow - Logistics

38,635

41,000

 Residual

ERV

$130

$115 - $130

Initial yield

11.0%

11.5%

Cost to complete

per sqm

$793

$467 - $502

Proposed land

plot ratio

46.5%

36% to 52%

Moscow - Logistics

40,900

56,100

 Comparable

Value per ha ($m)

$1.05 - $1.12

$0.6 - $1.0

Regional - Logistics

13,800

14,200

 Comparable

Value per ha ($m)

$0.5

$0.6

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 developers 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.

Significant increases (or decreases) in the ERV (per sqm p.a.) would result in a significantly higher (or lower) fair value measurement. Significant increases (or decreases) in the long-term void period on re-letting and initial yield in isolation would result in a significantly lower (or higher) fair value measurement.

14. Goodwill

Roslogistics

Raven Mount

Total

(Restated)

(Restated)

(Restated)

US$'000

US$'000

US$'000

Balance at 1 January 2012

5,383

2,367

7,750

Effect of foreign exchange rate changes

-

109

109

Balance at 31 December 2012

5,383

2,476

7,859

Effect of foreign exchange rate changes

-

47

47

Balance at 31 December 2013

5,383

2,523

7,906

Goodwill acquired through the Raven Mount and Roslogistics business combinations has been allocated for impairment purposes to their operating segments. These represent the lowest level within the Group at which goodwill is monitored for internal management purposes. The recoverable amount of goodwill has been determined based on value in use calculations using cash flow projections and project appraisals approved for internal management reporting and discounted at rates appropriate to each of the segments.

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

2013

2012

CJSC Kulon Development

Russia

100%

100%

Fenix LLC

Russia

100%

100%

Petroestate LLC

Russia

100%

100%

EG Logistics LLC

Russia

100%

100%

CJSC Kulon Istra

Russia

100%

100%

Soyuz-Invest LLC

Russia

100%

100%

CJSC Noginsk Vostok

Russia

100%

100%

Resource Economia LLC

Russia

100%

100%

Kulon Spb LLC

Russia

100%

100%

Logopark Don LLC

Russia

100%

100%

Logopark Ob LLC

Russia

100%

100%

Delta LLC

Russia

100%

100%

CJSC Toros

Russia

100%

100%

Dorfin Limited

Cyprus

100%

100%

League LLC

Russia

100%

100%

Roslogistics Holdings (Russia) Limited

Cyprus

100%

100%

Avalon Logistics Company LLC

Russia

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%

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

16. Investment in joint ventures

The principal joint venture of the Group is as follows:

Name

Country of incorporation

Proportion of ownership interest

2013

2012

Coln Park LLP

England

50%

50%

Coln Park LLP is the entity through which the Group undertakes its second home development activity in the UK. The Group's interest in each joint venture has been accounted for using the equity method. With the exception of Coln Park LLP, none of the Group's joint ventures are individually material. Summarised aggregated financial information of the joint ventures, prepared under IFRS, and a reconcilation with the carrying amount of the investments in the consolidated financial statements are set out below:

31 December

31 December

1 January

2013

2012

2012

US$'000

US$'000

US$'000

Non-current assets

18

34

60

Inventory

22,946

29,604

32,742

Cash and short term deposits

3,248

5,914

-

Other current assets

378

220

3,094

Current liabilities

(1,200)

(1,222)

(2,240)

Net assets

25,390

34,550

33,656

Investment in joint ventures

Goodwill on acquisition

5,769

5,756

5,725

Share of net assets at 50%

12,695

17,275

16,828

Carrying value

18,464

23,031

22,553

2013

2012

Summarised Income Statement

US$'000

US$'000

Gross revenue

19,916

17,792

Cost of sales

(14,042)

(16,008)

Administrative expenses

(322)

(446)

Profit before tax

5,552

1,338

Tax

(118)

(444)

Profit for the year

5,434

894

Group's share of profit for the year

2,717

447

The joint ventures had no contingent liabilities or capital commitments as at 31 December 2013 and 2012. The joint ventures cannot distribute their profits until they obtain the consent from the venture partners.

17. Other receivables

2013

2012

US$'000

US$'000

Loans receivable

1,261

1,591

VAT recoverable

6,471

7,177

Security deposits

4,781

4,862

Restricted cash (note 25)

50,000

-

Prepayments and other receivables

3,923

5,102

66,436

18,732

VAT recoverable arises from the payment of value added tax on construction 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. Inventory

Land held for

Housing

development

stock

Total

(Restated)

(Restated)

(Restated)

US$'000

US$'000

US$'000

Balance at 1 January 2012

1,453

33,331

34,784

Costs incurred in the year

95

801

896

Cost of sales

-

(14,308)

(14,308)

Inventory write down

-

(7,600)

(7,600)

Effect of foreign exchange rate changes

67

1,532

1,599

Balance at 31 December 2012

1,615

13,756

15,371

Costs incurred in the year

64

-

64

Cost of sales

-

(13,203)

(13,203)

Inventory write down

-

-

-

Effect of foreign exchange rate changes

31

260

291

Balance at 31 December 2013

1,710

813

2,523

19. Trade and other receivables

2013

2012

(Restated)

US$'000

US$'000

Trade receivables

37,620

30,593

Prepayments

7,231

6,434

VAT recoverable

10,422

6,869

Tax recoverable

520

660

Loans receivable

-

64

Accrued income

-

26

Other receivables

638

42,260

56,431

86,906

Other receivables in 2012 included the cash backed indemnity in respect of the provision more fully explained in note 25.

20. Derivative financial instruments

2013

2012

US$'000

US$'000

Interest rate derivative financial instruments

Non-current assets

5,923

627

Non-current liabilities

(4,413)

(9,103)

Current liabilities

-

(206)

Forward currency derivative financial instruments

Non-current assets

4,343

3,651

Current assets

1,519

960

Foreign currency embedded derivatives

Current liabilities

-

(400)

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. The instruments have a notional value of US$686 million (2012: US$647 million) and a weighted average fixed or capped rate of 1.4% (2012: 1.9%).

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 US$105.6 million (2012: US$105.6 million), a weighted average capped rate of $1.6 to £1 (2012: $1.6 to £1) and quarterly maturities with the final instruments maturing on 21 December 2016 (2012: 18 December 2015).

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

21. Cash and short term deposits

2013

2012

(Restated)

US$'000

US$'000

Cash at bank and on call

119,600

115,993

Short term deposits

81,724

72,747

201,324

188,740

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 at the balance sheet date is 1.43% (2012: 1.42%).

22. Trade and other payables

2013

2012

(Restated)

US$'000

US$'000

Investment property acquisition obligations

-

914

Trade and other payables

8,678

11,674

Construction payables

25,552

29,446

Advanced rentals

46,547

29,111

Tax payable

15,879

14,173

Head leases (note 26)

52

47

Other payables

4,922

6,973

101,630

92,338

23. Interest bearing loans and borrowings

2013

2012

US$'000

US$'000

Bank loans

Loans due for settlement within 12 months

81,803

121,936

Loans due for settlement after 12 months

721,311

645,121

803,114

767,057

The Group's borrowings have the following maturity profile:

On demand or within one year

81,803

121,936

In the second year

47,553

75,426

In the third to fifth years

487,197

438,648

After five years

186,561

131,047

803,114

767,057

The amounts above include unamortised loan origination costs of US$13.4 million (2012: US$13.1 million) and interest accruals of US$1.4 million (2012: US$4.1 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 2013

Interest

Maturity

Rate

(years)

US$'000

Secured on investment property and investment property under construction

7.2%

4.6

773,114

Unsecured facility of the Company

7.9%

6.7

30,000

803,114

As at 31 December 2012

Secured on investment property and investment property under construction

7.3%

4.6

737,057

Unsecured facility of the Company

7.9%

7.7

30,000

767,057

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

During the year there were the following changes to the Group's financing arrangements:

The Group repaid its facility with Deutsche Pfandbriefbank AG and entered into a new facility of US$100 million from Sberbank secured on the Krekshino project. The facility, which was fully drawn in the year, is for a seven year term and has a margin of 6.9% over US LIBOR.

The Group also refinanced the IFC facility secured on the Rostov project, drawing down US$61 million from a facility provided by VTB. The facility was fully drawn, for a five year term and has a fixed interest rate to the Group of 7.7%.

US$20million was drawn from a US$33 million facility from ZAO Raiffieisen Bank (RZB) secured on the third phase of the Klimovsk project. The facility has a margin of 7.25% over US LIBOR and a ten year term. The undrawn portion of this facility is available until 29 May 2014. The Group drew down the final $3.5 million of the RZB facility secured on the second phase of Klimovsk.

The Group also agreed an increase of US$9.7 million to the RZB facility secured on the Sholokhovo project, which was fully drawn in the year.Finally the Group agreed an increase of US$23 million to the facility provided by Unicredit for the Noginsk project. The additional facility was fully drawn in January 2014.

At 31 December 2013 the Group had undrawn loan facilities available of US$36 million (2012: US$3.5 million).

The Group has entered into hedging arrangements in respect of its exposure to floating interest rates (note 20). US$305 million (2012: US$422 million) of Group bank borrowings have been fixed with three years remaining (2012: three years) at a weighted average swap rate of 1.43% (2012: 1.86%) and US$381 million (2012: US$225 million) capped at 1.33% (2012: 1.93%) for four years (2012: three years). This gave a weighted average cost of debt to the Group of 7.2% (2012: 7.3%) at the year end.

24. Preference shares

2013

2012

US$'000

US$'000

Authorised share capital

400,000,000 (2011: 400,000,000) preference shares of 1p each

5,981

5,981

2013

2012

Number

Number

Issued share capital:

At 1 January

190,409,488

145,036,942

Reissued/ Issued in the year

3,410,388

48,414,250

Repurchased

-

(3,762,343)

Converted to ordinary shares

(97,359,522)

-

Scrip dividends

919,008

720,639

At 31 December

97,379,362

190,409,488

Shares in issue

97,674,608

194,171,831

Held by the Company's Employee Benefit Trusts

(295,246)

(3,762,343)

At 31 December

97,379,362

190,409,488

2013

2012

US$'000

US$'000

At 1 January

325,875

218,206

Reissued/ Issued in the year

8,473

105,454

Issue costs

-

(2,401)

Repurchased

-

(8,183)

Premium on redemption of preference shares and amortisation of issue costs

1,476

1,137

Converted to ordinary shares

(171,973)

-

Scrip dividends

2,238

1,602

Movement on accrual for preference dividends

(59)

92

Effect of foreign exchange rate changes

6,175

9,968

At 31 December

172,205

325,875

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

Preference shares repurchased are transactions where the Company's Employee Benefit Trusts have subscribed for or purchased preference shares and preference shares reissued are where those shares are subsequently transferred to employees in accordance with the terms of the CBLTIS (see note 33b).

 

On 31 December 2013 the Company converted 97,416,231 preference shares into 194,832,462 ordinary shares in accordance with the terms of the preference share conversion offer made to preference shareholders on 27 November 2013. The difference between the carrying value of the preference shares converted and the fair value of the ordinary shares created resulted in a charge of US$86 million to the Income Statement. The Company's Employee Benefit Trust participated in the conversion and converted 56,709 preference shares

On 26 June 2012 the Company issued and admitted to the Official List of the London Stock Exchange 48,414,250 new preference shares under the terms of a placing and open offer. The new preference shares were issued at a price of 134 pence per share and rank pari passu with the other preference shares in issue. The trustees of one of the Company's Employee Benefit Trusts sold £5 million (US$8 million) of ordinary shares (see note 30) so that the Employee Benefit Trust could acquire £5 million of new preference shares as part of the placing. The trustees will use these preference shares to satisfy in part awards made under the CBLTIS, details of which are set out in note 33.

25. Provisions

Provisions reflect the ongoing litigation in CJSC Toros ("Toros"), the subsidiary company that owns the Pushkino project.

In December 2010, prior to the Group's acquisition of Pushkino, a supplier to Toros filed a claim against Toros in the Moscow Region Arbitration Court, concerning alleged non payment of rent in respect of the supply of electricity generating equipment. The amount claimed was 827.4 million Roubles plus interest at the prevailing Russian Central Bank financing rate. The Arbitration Court ruled in favour of the supplier on 31 May 2011 and ordered Toros to pay the claim. Toros filed an appeal of the judgement in July 2011 and continued to appeal through the various levels of the Russian court system. On 18 December 2012, the claim was referred back to the Arbitration Court by the Cassation Court, recommencing the entire appeal process, subject to the direction of the Cassation Court. Various hearings have been held during 2013 and 2014 and the claim currently being assessed by the Arbitration Court is for 1,141.7 million roubles (US$34.9 million) plus interest, which Toros is vigorously defending.

At the time of the acquisition the vendor of Toros, PLP Holding GmbH ("PLP"), agreed to indemnify Padastro, the acquiring entity and the new holding company of Toros, in respect of this litigation. The indemnity was secured by a cash retention and PLP retained conduct of the claim on behalf of Toros in return. On 12 October 2013, PLP agreed with Padastro and Toros to release the retention in return for which Padastro released its claim under the indemnity. Toros now has conduct of the litigation and under the terms of the agreement to release the indemnity, the majority of the retention monies received are restricted until the litigation has been resolved.

The increase in the provision in the year results from an updated assessment of the amount required to resolve the matter. It is not possible to determine how quickly the matter will be resolved.

26. Other payables

2013

2012

US$'000

US$'000

Investment property acquisition obligations

-

2,929

Rent deposits

24,737

25,346

Head leases

11,809

9,928

Other payables

3,161

2,085

39,707

40,288

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 US$36.6 million and have a present value at 31 December 2013 of US$11.861 million (2012: US$9.975 million).

27. Deferred tax

Tax losses

Other

Total

(a) Deferred tax assets

US$'000

US$'000

US$'000

Balance at 1 January 2012

57,894

100

57,994

Effect of foreign exchange rate changes

3,291

-

3,291

On disposal of SPV

1

-

1

Charge for the year

(8,477)

(100)

(8,577)

Balance at 31 December 2012

52,709

-

52,709

Effect of foreign exchange rate changes

(3,769)

-

(3,769)

Charge for the year

(538)

(310)

(848)

Balance at 31 December 2013

48,402

(310)

48,092

The Group has tax losses in Russia of US$291 million (2012: US$232 million) and tax losses in the UK of US$130 million (2012: US$123 million) for which deferred tax assets have not been recognised. The losses in Russia expire in 10 years (2012: 10 years) whilst the UK losses do not have an expiry date.

Accelerated

Revaluation

tax

of investment

allowances

property

Total

(b) Deferred tax liabilities

US$'000

US$'000

US$'000

Balance at 1 January 2012

25,636

43,926

69,562

Effect of foreign exchange rate changes

1,516

-

1,516

Charge for the year

7,146

13,790

20,936

Balance at 31 December 2012

34,298

57,716

92,014

Effect of foreign exchange rate changes

(2,476)

-

(2,476)

Charge for the year

12,805

13,143

25,948

Balance at 31 December 2013

44,627

70,859

115,486

28. Share capital

2013

2012

US$'000

US$'000

Authorised ordinary share capital

1,500,000,000 (2012: 1,500,000,000) ordinary shares of 1p each

27,469

27,469

Issued share capital

At 1 January

11,131

11,208

On conversion of preference shares (note 24)

3,227

-

Issued in the year for cash on warrant exercises (note 29)

22

155

Cancelled under tender offers (note 10)

(504)

(232)

At 31 December

13,876

11,131

2013

2012

Number

Number

Issued share capital:

At 1 January

589,349,049

594,093,554

On conversion of preference shares (note 24)

194,832,462

-

Issued in the year for cash on warrant exercises (note 29)

1,392,235

9,690,567

Cancelled under tender offers (note 10)

(32,194,378)

(14,435,072)

At 31 December

753,379,368

589,349,049

Of the authorised ordinary share capital at 31 December 2013, 26,747,918 (2012: 28,140,153) are reserved for warrants

The Company incurred fees and expenses of US$1.6 million in arranging the conversion of preference shares into ordinary shares. These fees and expenses were deducted from the share premium created on conversion.

Details of own shares held are given in note 30.

29. Warrants

2013

2012

Number

Number

At 1 January

28,140,153

37,830,720

Exercised in the year (note 28)

(1,392,235)

(9,690,567)

At 31 December

26,747,918

28,140,153

2013

2012

US$'000

US$'000

At 1 January

1,367

1,985

Exercised in the year (note 28)

(88)

(618)

At 31 December

1,279

1,367

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.

105,095 warrants have been exercised in the period since 31 December 2013.

30. Own shares held

2013

2012

Number

Number

At 1 January

25,557,737

26,921,176

Acquired under a tender offer

-

12,858,824

On conversion of preference shares (note 24)

113,418

-

Other acquisitions

528,515

82,535

Disposal

-

(8,196,721)

Cancelled

(900,941)

(431,410)

Allocation to satisfy bonus awards (note 33c)

(121,429)

(4,185,000)

Allocation to satisfy ERS options exercised (note 33a)

(979,592)

(1,225,000)

Allocation to satisfy LTIP options exercised (note 33a)

(1,997,932)

(266,667)

At 31 December

22,199,776

25,557,737

2013

2012

US$'000

US$'000

At 1 January

(24,145)

(16,222)

Acquired under a tender offer

-

(13,928)

On conversion of preference shares (note 24)

(150)

-

Other acquisitions

(704)

(132)

Disposal

-

3,533

Cancelled

388

186

Allocation to satisfy bonus awards (note 33c)

52

1,804

Allocation to satisfy ERS options exercised (note 33a)

422

528

Allocation to satisfy LTIP options exercised (note 33a)

1,383

86

At 31 December

(22,754)

(24,145)

Allocations are transfers by the Company's Employee Benefit Trusts to settle bonus awards made in the year 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 ERS and LTIP options, which are vested but unexercised, are given in note 33a.The disposal in 2012 relates to the share transactions undertaken by one of the Company's Employee Benefit Trusts more fully explained in note 24.

31. 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.

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.

32. Net asset value per share

2013

2012

(Restated)

(Restated)

US$'000

US$'000

Net asset value

891,919

688,962

Goodwill

(7,906)

(7,859)

Goodwill in joint ventures

(5,769)

(5,756)

Deferred tax on revaluation gains (note 27b)

70,859

57,716

Cumulative foreign exchange losses on preference shares

24,038

17,863

Fair value of interest rate derivative financial instruments (note 20)

(1,510)

8,682

Fair value of foreign exchange derivative financial instruments (note 20)

(5,862)

(4,211)

Adjusted net asset value

965,769

755,397

Assuming exercise / vesting of all dilutive potential ordinary shares

- Warrants (note 29)

11,076

11,435

- ERS (note 33)

-

-

- LTIP (note 33)

2,780

3,568

- CBLTIS (note 33)

-

-

Adjusted fully diluted net asset value

979,625

770,400

Number of ordinary shares (note 28)

753,379,368

589,349,049

Less own shares held (note 30)

(22,199,776)

(25,557,737)

731,179,592

563,791,312

Assuming exercise / vesting of all dilutive potential ordinary shares

- Warrants (note 29)

26,747,918

28,140,153

- ERS (note 33)

325,000

1,325,000

- LTIP (note 33)

6,712,613

8,779,279

- CBLTIS (note 33)

14,201,085

14,287,398

Number of ordinary shares assuming exercise of all potential ordinary shares

779,166,208

616,323,142

2013

2012

US$

US$

Net asset value per share

1.22

1.22

Fully diluted net asset value per share

1.16

1.14

Adjusted net asset value per share

1.32

1.34

Adjusted fully diluted net asset value per share

1.26

1.25

As the preference shares are considered to be capital for capital risk management (see note 36d) cumulative foreign exchange movements on these have been adjusted when calculating adjusted NAV per share.

 

33. Share-based payments and other long term incentives

The Group utilises a number of different Share Schemes to reward and incentivise the Group's executives and senior staff. The Share Schemes operated in the year are as follows:

Executive Share Option Schemes ("ESOS")

The Group operates two ESOS, 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 do not have an exercise price. The LTIP options vest 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 the first and second tranche vested in full. The performance criteria for each tranche are based on meeting a target of total shareholder return of 7.5% over UK RPI. 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 2012 to 2014 ("CBLTIS")

During 2012 the Group implemented the CBLTIS and contingent awards were made in respect of 14.3 million ordinary shares and 3.7 million preference shares and which cover the calendar years 2012 to 2014. The awards are subject to performance criteria linked to operating cash income. Awards in respect of ordinary shares are accounted for in accordance with the Group's accounting policy for Share-based payments. Awards to be settled by preference shares do not meet the criteria under IFRS for a Share-based payment and are instead accounted for in accordance with IAS 19 - Employee Benefits.During the year the Company made a discretionary bonus award of 121,429 ordinary shares to certain senior managers below Board level. In 2012 the Company made an award of 4.2 million ordinary shares to satisfy bonuses to the Executive Directors and senior management.

(a) Movements in Executive Share Option Schemes

2013

2012

Weighted

Weighted

average

average

No of

exercise

No of

exercise

options

price

options

price

Outstanding at the beginning of the period

10,104,279

22p

11,595,946

20p

Exercised during the year

- ERS

(1,000,000)

0p

(1,225,000)

0p

- LTIP

(2,066,666)

25p

(266,667)

25p

Outstanding at the end of the period

7,037,613

24p

10,104,279

22p

Represented by:

- ERS

325,000

1,325,000

- LTIP

6,712,613

8,779,279

7,037,613

10,104,279

Exercisable at the end of the period

4,022,295

23p

4,073,648

17p

The weighted average remaining contractual life of options was 4 years (2012: 5 years).

(b) Movements in Combined Bonus and Long Term Incentive Scheme 2012 to 2014 Awards

2013

2012

No of award

No of award

shares

shares

Awards of Ordinary shares:

- Outstanding at the beginning of the period

14,287,398

-

- Granted during the year

-

14,287,398

- Lapsed during the year

(86,313)

-

- Vested during the year

-

-

- Outstanding at the end of the period

14,201,085

14,287,398

The fair value at grant date of the ordinary share awards in 2012 was determined to be the closing market price of 59.5p.

2013

2012

No of award

No of award

shares

shares

Awards of Preference shares:

- Outstanding at the beginning of the period

3,727,209

-

- Granted during the year

-

3,727,209

- Lapsed during the year

(1,915)

-

- Vested during the year

(3,410,388)

-

- Outstanding at the end of the period

314,906

3,727,209

 2013

 2012

(c) Income Statement charge for the year

 US$'000

 US$'000

Expense attributable to ERS and LTIP awards in prior periods

518

525

Bonus awards in the year

133

3,879

Combined Bonus and Long Term Incentive Scheme 2012 to 2014 awards

6,983

12,205

7,634

16,609

To be satisfied by allocation of:

Ordinary shares (IFRS 2 expense)

3,428

12,437

Preference shares (IAS 19 expense)

4,206

4,172

7,634

16,609

34. Capital commitments

The Group has committed to fund the construction of certain additional investment property. At 31 December 2013, US$61.7 million of funding was required (2012: US$28.2 million), excluding VAT.

35. 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.Preference share conversion offer

The Directors, and associated trusts and pension funds, participated in the preference share conversion offer converting the following number of preference shares:

Number of

Preference

Shares converted

A Bilton

19,192,647

G Hirsch

2,086,517

R Jewson

72,577

C Sherwell

104,544

S Coe

10,000

D Moore

44,313

Raven Russia Employee Benefit Trust No. 1 (the "EBT")

As set out in note 24, on 26 June 2012 the Company issued and admitted to the Official List of the London Stock Exchange 48,414,250 new preference shares under the terms of a placing and open offer. The new preference shares were issued at a price of 134 pence per share and rank pari passu with the other preference shares in issue. The trustees of the EBT acquired £5 million of new preference shares as part of the placing. The acquisition of these preference shares by the EBT on a non-preemptive basis constitutes a smaller related party transaction under the UKLA's Listing Rules.

Remuneration of Directors and other key management personnel

2013

2012

US$'000

US$'000

Short term employee benefits

4,154

5,826

Post employment benefits

315

294

Share-based payments and other long term incentives

6,916

15,736

11,385

21,856

 

36. 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 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 and Russian Rouble. Foreign exchange risk arises from future commercial transactions (including construction contracts and 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 and Sterling on the Group.

Russian Rouble

Whilst the Group has some Rouble denominated overhead and maintains modest levels of Rouble cash balances to fund the working capital requirements of the investment property portfolio in Russia, it is during a period of substantial construction activity that the Group can become exposed to significant Rouble currency risk. This is because construction contracts have tended to be denominated in Roubles. The Group is not currently in a period of substantial construction but when this has been the case the Group has taken out non deliverable forwards to hedge against the US Dollar / Rouble cash flow exposure. The other principal area where the Rouble can affect the Group is the accounting adjustments that are required when consolidating the results of some of the property owning subsidiaries that have a Rouble functional currency. Exchange gains or losses arising as a result of these consolidation accounting adjustments are included in the translation reserve.

SterlingThe Group's exposure to Sterling is primarily driven by the Sterling denominated preference shares and the related quarterly preference dividends, but also head office costs and ordinary dividends. 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 2013

US Dollar

Sterling

Rouble

Other

Total

US$'000

US$'000

US$'000

US$'000

US$'000

Non-current assets

Loans receivable

-

1,261

-

-

1,261

Security deposits

4,781

-

-

-

4,781

Restricted cash

50,000

-

-

-

50,000

Derivative financial instruments

5,924

4,342

-

-

10,266

Current assets

Trade receivables

29,450

3,521

4,649

-

37,620

Loans receivable

-

-

-

-

-

Derivative financial instruments

-

1,519

-

-

1,519

Other current receivables

-

358

265

15

638

Cash and short term deposits

109,140

22,578

60,372

9,234

201,324

199,295

33,579

65,286

9,249

307,409

Non-current liabilities

Interest bearing loans and borrowings

721,311

-

-

-

721,311

Preference shares

-

172,205

-

-

172,205

Derivative financial instruments

4,413

-

-

-

4,413

Rent deposits

22,062

-

2,191

484

24,737

Investment property acquisition obligations

-

-

-

-

-

Retentions under construction contracts

-

-

-

-

-

Other payables

3,161

-

11,809

-

14,970

Current liabilities

Interest bearing loans and borrowings

81,803

-

-

-

81,803

Derivative financial instruments

-

-

-

-

-

Other payables

-

4,104

26,560

22

30,686

832,750

176,309

40,560

506

1,050,125

 Russian

As at 31 December 2012

 US Dollar

 Sterling

 Rouble

 Other

 Total

 US$'000

 US$'000

 US$'000

 US$'000

 US$'000

Non-current assets

Loans receivable

-

1,587

4

-

1,591

Security deposits

4,862

-

-

-

4,862

Restricted cash

-

-

-

-

-

Derivative financial instruments

627

3,651

-

-

4,278

Current assets

-

Trade receivables

24,036

2,249

4,418

-

30,703

Loans receivable

-

-

64

-

64

Derivative financial instruments

-

960

-

-

960

Other current receivables

41,315

343

620

8

42,286

Cash and short term deposits

78,774

48,621

60,776

569

188,740

149,614

57,411

65,882

577

273,484

Non-current liabilities

Interest bearing loans and borrowings

645,121

-

-

-

645,121

Preference shares

-

325,875

-

-

325,875

Derivative financial instruments

9,103

-

-

-

9,103

Rent deposits

22,672

-

-

312

22,984

Investment property acquisition obligations

2,929

-

-

-

2,929

Retentions under construction contracts

-

-

-

-

-

Other payables

-

1,845

241

-

2,086

Current liabilities

-

Interest bearing loans and borrowings

121,936

-

-

-

121,936

Derivative financial instruments

206

-

400

-

606

Other payables

22

6,131

30,314

-

36,467

801,989

333,851

30,955

312

1,167,107

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 or Sterling, with all other variables in each case remaining constant, then:

2013

2012

Post tax profit or loss would change by:

US$'000

US$'000

Russian Rouble

367

869

Sterling

6,719

3,230

Net asset value would change by:

Russian Rouble

2,082

641

Sterling

10,820

24,184

The majority of sterling sensitivity relates to the retranslation of the value of irredeemable 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 2013

US Dollar

Sterling

Rouble

Other

US$'000

US$'000

US$'000

US$'000

Current assets

Trade receivables

1,851

-

-

-

Cash and short term deposits

96,044

-

5,968

6,373

97,895

-

5,968

6,373

Current liabilities

Interest bearing loans and borrowings

1,250

-

-

-

1,250

-

-

-

Non-current liabilities

Interest bearing loans and borrowings

28,750

-

-

-

28,750

-

-

-

 Russian

As at 31 December 2012

 US Dollar

 Sterling

 Rouble

 Other

 US$'000

 US$'000

 US$'000

 US$'000

Current assets

Trade receivables

2,608

-

-

-

Cash and short term deposits

62,407

-

-

21

65,015

-

-

21

Non-current liabilities

Interest bearing loans and borrowings

30,000

-

-

-

30,000

-

-

-

The Group's interest rate risk arises from long-term borrowings (note 23), which include preference shares issued (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 the use of a variety of interest rate derivatives and the issue of 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 US$7.3 million at 31 December 2013 (2012: loss of US$13.7 million).

 

Sensitivity analysis on the Group's interest rate borrowings, net of interest bearing deposits, indicate that a 1% increase in LIBOR rates would decrease the profit for the year and net assets by US$1.6 million (2012: US$600,000). If LIBOR rates were to drop to zero then there would be a decrease in the profit for the year and in net assets of US$1.7 million (2012: US$1.9 million) as the loss on income from cash would be greater than gains on interest expense because of the low LIBOR 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 is considered low due to the Group having 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. 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.

2013

2012

US$'000

US$'000

At 1 January

1,970

377

Charge for the year

-

1,593

Utilised in the year

(1,418)

-

Unused amounts reversed

(175)

-

At 31 December

377

1,970

At 31 December 2013 there were no significant amounts of trade receivables that were past due for collection (2012: US$ nil).The Group has VAT recoverable of US$17 million (2012: US$14 million). The timing of recovery of these balances is subject to future revenue receipts and application to the Russian Courts. The Group forecasts the recovery of these balances based upon the timing of future revenue receipts and its experience of successful application to the Russian Courts. No balances are considered past due or impaired at 31 December 2013 (2012: US$ 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. 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 2013

Total

Current

Year 2

Years 3 to 5

5 to 10

US$'000

US$'000

US$'000

US$'000

US$'000

Interest bearing loans and borrowings

1,079,815

145,432

109,836

600,962

223,585

Preference shares

193,547

19,355

19,355

58,064

96,773

Derivative financial instruments

4,700

-

-

4,700

-

Trade and other payables

120,393

31,825

54,041

14,478

20,049

1,398,455

196,612

183,232

678,204

340,407

As at 31 December 2012

Interest bearing loans and borrowings

1,025,990

175,642

125,328

548,107

176,913

Preference shares

371,410

37,141

37,141

111,423

185,705

Derivative financial instruments

9,709

606

-

9,103

-

Trade and other payables

64,465

37,152

6,243

16,080

4,990

1,471,574

250,541

168,712

684,713

367,608

Details of the interest rates applicable to the Group's long term borrowings and preference shares are given in notes 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 bank overdrafts and other 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.

2013

2012

Carrying

Fair

Carrying

Fair

Value

Value

Value

Value

US$'000

US$'000

US$'000

US$'000

Non-current assets

Loans receivable

1,261

1,180

1,591

1,501

Security deposits

4,781

4,781

4,862

4,862

Restricted cash

50,000

50,000

-

-

Derivative financial instruments

10,266

10,266

4,278

4,278

Current assets

Trade receivables

37,620

37,620

30,593

30,593

Loans receivable

-

-

64

64

Other current receivables

638

638

42,286

42,286

Derivative financial instruments

1,519

1,519

960

960

Cash and short term deposits

201,324

201,324

188,740

188,740

Non-current liabilities

Interest bearing loans and borrowings

721,311

524,269

645,121

496,333

Preference shares

172,205

255,561

325,875

452,965

Derivative financial instruments

4,413

4,413

9,103

9,103

Rent deposits

24,737

17,979

25,346

19,386

Investment property acquisition obligations

-

-

2,929

2,929

Other payables

14,970

14,970

2,085

2,085

Current liabilities

Interest bearing loans and borrowings

81,803

81,803

121,936

121,936

Derivative financial instruments

-

-

606

606

Other payables

30,686

30,686

36,467

36,467

The fair values of loans receivable and borrowings have been calculated by discounting the expected future cash flows at prevailing interest rates. 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 is assumed to be their last quoted price. 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.

2013

2012

(Restated)

US$'000

US$'000

Non-current liabilities

869,108

776,598

Current liabilities

183,381

214,833

Total borrowings

1,052,489

991,431

Less: cash and short term deposits

201,324

188,740

Net debt

851,165

802,691

Equity

891,919

688,962

Preference shares

172,205

325,875

Total capital

1,915,289

1,817,528

Gearing ratio

44.44%

44.16%

37. Fair value measurementThe 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 2013

US$'000

US$'000

US$'000

US$'000

Assets measured at fair value

Investment property

-

-

1,632,475

1,632,475

Investment property under construction

-

-

118,919

118,919

Derivative financial instruments

-

11,785

-

11,785

Liabilities measured at fair value

Derivative financial instruments

-

4,413

-

4,413

As at 31 December 2012

Assets measured at fair value

Investment property

-

-

1,495,673

1,495,673

Investment property under construction

-

-

149,450

149,450

Derivative financial instruments

-

5,238

-

5,238

Liabilities measured at fair value

Derivative financial instruments

-

9,709

-

9,709

 * 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.

38. Subsequent eventsDetails of post year end warrant exercises are set out in note 29.

39. Operating lease arrangements

The Group earns rental income by leasing its investment properties to tenants under non-cancellable operating leases. At the Balance Sheet date the Group had contracted with tenants for the following future minimum lease payments:-

2013

2012

US$'000

US$'000

Within one year

171,396

153,873

In the second year

159,851

156,256

In the third to fifth year (inclusive)

312,505

347,955

After five years

135,743

177,993

779,495

836,077

 

 

40. Acquisitions

The Group made three acquisitions in the prior year, Pushkino Logistics Park, Sholokhovo and land at Padikovo. In each case the Group purchased each of 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 considerations payable for the properties and incidental assets and liabilities are provided below:

 

Pushkino

Sholokhovo

Padikovo

Total

US$'000

US$'000

US$'000

US$'000

Non-current assets

Investment property (note 11)

218,126

50,497

-

268,623

Investment property under construction (note 12)

-

-

23,020

23,020

Other receivables

629

134

-

763

Current assets

Trade and other receivables

3,777

399

-

4,176

Cash and cash equivalents

10,496

3,429

5

13,930

Current liabilities

Trade and other payables

(16,657)

(1,933)

(3)

(18,593)

Interest bearing loans and borrowings

(54)

(2,533)

(90)

(2,677)

Non-current liabilities

Trade and other payables

(1,971)

(865)

-

(2,836)

Interest bearing loans and borrowings

-

(18,150)

-

(18,150)

214,346

30,978

22,932

268,256

Discharged by:

Cash consideration paid

215,123

30,228

21,920

267,271

Cash consideration payable

-

-

914

914

Consideration recoverable

(3,903)

-

-

(3,903)

Acquisition costs

3,126

750

98

3,974

214,346

30,978

22,932

268,256

The consideration payable for Pushkino is provisional subject to the conclusion of the litigation described in note 25 and was partially funded by a US$129 million debt facility (see note 23), with the remainder funded out of the net proceeds of the placing and open offer of new preference shares (see note 24). The considerations payable for Sholokhovo and Padikovo were funded out of the Group's existing cash resources and are final.

 

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

Related Shares:

RAV.L
FTSE 100 Latest
Value8,275.66
Change0.00