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Final Results

11th Mar 2013 07:00

RNS Number : 6657Z
Raven Russia Limited
11 March 2013
 



11 March 2013

 

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

 

Results for the year ended 31 December 2012

 

The Board of Raven Russia releases the results for the year ended 31 December 2012.

 

 

Financial Highlights

 

·; NOI up 49% from $91.7 million to $136.5 million

 

·; Underlying operating profit up 63% from $68.9 million to $112.1 million

 

·; Underlying earnings before tax increases from $8.1 million to $34.7 million

 

·; IFRS operating profit before revaluation of properties up from $57.8 million to $84.4 million

 

·; Operating cash flows increase from $81.6 million to $120.7 million

 

·; Today's annualised NOI (including PLAs and LOIs on current developments) $179.7 million

 

·; Year end gearing (post acquisitions) 44.1% (2011: 38.1%)

 

·; Year end cash $191.7 million (2011: $181.8 million)

 

·; Underlying basic EPS 5.30 cents per share (2011: 0.18 cents)

 

·; Final distribution up 29% to 2.25p per share

 

·; Total distribution up 25% to 3.75p per share (represents a yield of 5.7% at current price)

 

·; Tender offer buy back of 1 in 33 ordinary shares at 75p

 

·; Adjusted diluted NAV per share 125 cents (2011:119 cents)

 

 

Business Highlights

 

·; Acquisition of Pushkino, a grade A fully let Moscow warehouse comprising 214,000 sqm with annualised NOI of $25.8 million for a consideration of $218 million, an initial yield of 11.8%

 

·; Acquisition of Sholokhovo, a grade A fully let Moscow warehouse comprising 45,000 sqm with annualised NOI of $6.1 million for a consideration of $50.5 million, an initial yield of 12.1%

 

·; Acquisition of 38 hectares of permitted land at Padikova, Moscow for a consideration of $23 million where we can build 197,000 sqm of space over time

 

·; Issue of 48.4 million new preference shares to institutional investors at a price of 134p (representing a yield of 9%) to assist with the funding of these acquisitions

 

 

Chairman Richard Jewson said "The Group is making very good progress. Lettings have continued in an undersupplied market, finance facility maturities have been extended and important earnings enhancing acquisitions made. It has been a busy and fulfilling year."

 

 

Enquiries

 

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

Anton Bilton

Glyn Hirsch

 

Cardew Group Tel: + 44 (0) 207 930 0777

Alexandra Stoneham

 

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

Corporate Finance- James Maxwell

Sales - Alan Geeves / James Waterlow

 

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 £350 million. The company operates out of offices in Guernsey, Moscow and Cyprus and has to date completed a portfolio of circa 1.3 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 Statement

 

The Board of Raven Russia announces the Group's results for the year ended 31 December 2012.

 

The Group is making very good progress. Lettings have continued in an undersupplied market, finance facility maturities have been extended and important earnings enhancing acquisitions made. It has been a busy and fulfilling year.

 

Net rental and related income ("NOI") for the year increased by 49% from $91.7 million to $136.5 million. Underlying operating profit increased by 63% from $68.9 million to $112.1 million and underlying earnings before taxation increased significantly from $8.1 million to $34.7 million.

 

Operating cashflow increased 47.9% from $81.6 million to $120.7 million.

 

Significant acquisitions added two fully let properties in Moscow to the portfolio, with 259,000 square metres ("sqm") of space, increasing NOI in the period by $15.1 million. They add $31.9 million to our annualised NOI. The acquisitions were partly financed by an issue of 48.4 million preference shares at 134p. Even before taking account of acquisitions, progress has been excellent.

 

After a revaluation surplus of $69.3 million (2011: $153 million), IFRS operating profit was $148.8 million (2011: $200.3 million). Underlying basic earnings per share increased from 0.18 cents to 5.30 cents. Adjusted, fully diluted net asset value per share increased from 119 cents to 125 cents.

 

Annualised NOI is $170.1 million today. With pre let agreements ("PLAs") and letters of intent ("LOIs"), including those on additional phases of construction at our Noginsk and Klimovsk projects, this increases to $179.7 million. Fully let, annualised NOI will be $190.4 million.

 

We have maintained our balance sheet strength at the year end. Following the acquisitions in the year, gearing has increased to 44.1% (2011: 38.1%) as calculated in note 35 to the financial statements. Our year end cash balance stood at $191.7 million (2011: $181.8 million).

 

Our final distribution of 2.25 pence per share is a 29% increase over the final distribution of 1.75 pence declared last year and means a 25% increase in total distribution for the year from 3 pence to 3.75 pence per share. This represents a yield of 5.7% on the current share price .

 

As our shares continue to trade at a significant discount to NAV we will be distributing in the form of a tender offer buy-back of 1 in 33 ordinary shares at 75 pence. The tender offer will be subject to the approval of shareholders and a circular setting out full details will be posted shortly. It is expected that the tender offer will be completed in May 2013.

 

I would like to take this opportunity to thank our shareholders, employees and advisors for their support during a very busy year.

 

Richard Jewson

Chairman

10 March 2013

 

Chief Executive's Report

 

The year to 31 December 2012 has been very active. Alongside continuing lettings we have made some significant acquisitions, continued our construction programme in Moscow, prolonged near term debt maturities and raised further preference share capital.

 

The same market dynamics we saw in 2011 continued through 2012 and into 2013. The key factors for us have been strong tenant demand and limited new supply.

 

The portfolio is virtually fully let and rents have reached $135 per sqm in Moscow. New leases are being signed for 5 to 10 year terms with high quality tenants.

 

Our completed investment portfolio comprises 1.3 million sqm of completed Grade A warehousing. It currently produces NOI of $170.1 million per annum from a group of high quality tenants. PLAs and LOIs increase that to $175.5 million and it will reach $179.5 million when fully let. At the year end, these properties had a gross value of $1,502 million, equating to a fully let yield of 11.9 % and a capital value of $1,155 per sqm.

 

We are well advanced on the construction of new phases of 48,000 sqm at Klimovsk and 36,000 sqm at Noginsk and expect completion at the end of the second quarter 2013. These already have signed PLAs and LOIs for $4.1 million and will add $10.9 million in total when fully let, increasing the potential annualised NOI from the portfolio to $190.4 million.

 

During the year, we acquired assets at Pushkino and Sholokhovo in Moscow. Grade A warehouses, fully let to strong tenants with current initial yields of 11.8% and 12.1% respectively. After deducting the cost of bank interest and preference dividends which financed the acquisitions, they contribute $11 million to profits on an annualised basis. They contributed $15.1 million to NOI in the second half of 2012.

 

We also acquired 38 hectares of land at Padikova on the Nova Riga highway to the north west of Moscow. Over time, we can build 197,000 sqm there.

 

In addition to the projects and land above, we have sufficient permitted Moscow land to add at least another 150,000 sqm to the portfolio in due course

 

A potential annualised rent roll of $190.4 million will give a strong income base for a growing distribution per share. This remains our main financial objective. If we can demonstrate a clear record of growing distributions going forward, that will go a long way to demonstrating the real value of our assets.

 

A big question for us is how much to accelerate development beyond our existing organic plan of 50,000 to 100,000 sqm per annum. The direct property market would suggest aggressive expansion but we don't want to jeopardize our now solid investment income foundation and we want to grow distributions per share. The main constraint is funding.

 

I will also take this opportunity to reiterate our policy on tender offer buy backs, repeating what I said at the half year. We are committed to tender offer buy-backs whilst this can be achieved at discounts to NAV. In the medium to long-term this will add value to shareholders. A shareholder tendering shares will receive cash equivalent to the quantum of a dividend and, assuming the tender offer is fully taken up, will retain the same percentage shareholding. Even though the number of shares held reduces, the percentage holding of the shareholder remains the same and NAV per share will rise as shares are cancelled at a discount to NAV.

 

The perception of Russia is that it is high risk and volatile. It is our job to demonstrate it is not. We hope to do this by producing steadily increasing distributions to shareholders

 

Glyn Hirsch

Chief Executive Officer

10 March 2013

 

Property Review

 

2012 was a year of development, acquisition and letting across the portfolio. All of these activities contributing to either an immediate increase in income or to the future potential income of the portfolio, through asset management and development.

Tenant demand in 2012 was once again strong, in the regions as well as Moscow and as a result, we completed 124,000 sqm (1.3 million square feet) of new lettings, generating an additional $16.4 million of annualised rental income and allowing full operating cost recovery on the space. With the maturity of our portfolio, we are now becoming an active asset manager and in the year we regeared or renewed leases on 192,000 sqm with an annual rental uplift of $3.6 million.

 

In late 2011 we identified a potential structural under supply in the Moscow warehouse market and we focussed on increasing our exposure there. Taking advantage of strong tenant demand and what we perceived as a pricing anomaly on a number of assets offered for sale, we acquired two further Moscow properties, Pushkino and Sholokhovo, comprising a total of 259,000 sqm, for $268.6 million.

 

Our portfolio in Moscow now totals 883,000 sqm, representing 69% of our properties. This will increase to 967,000 sqm during 2013 with the completion of the new phases at Noginsk and Klimovsk.

 

The new acquisitions at Pushkino and Sholokhovo produce $31.9 million of annualised NOI. We believe Pushkino is particularly under rented with an average warehouse rent of only $122 per sqm compared to market rents of around $135 in Moscow.

 

The acquisition of the Padikovo land on the Nova Riga highway to the north west of Moscow for $23 million will, subject to receipt of the appropriate consents and development finance, potentially add another 197,000 sqm to our Moscow holdings over the next few years. We expect to be in a position to start on site in the second quarter of 2013, once detailed planning consent is received. It is our current intention to build, subject to funding, two phases of around 100,000 sqm each for delivery in 2014 and 2015.

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 an aggregate gross value of $1.5 billion. This resulted in an increase of $72.9 million in portfolio value, reflecting our progress in leasing and asset management. This year end valuation reflects an average yield of 11.9% on a fully let portfolio NOI of $179.5 million (not including phases under construction).

 

Investment Portfolio

 

In Moscow, excluding the space under construction at Noginsk and Klimovsk, we have eight completed projects totalling 883,000 sqm, producing an annualised income of $120.3 million at the year end. These properties are virtually fully let. During the year we let 55,000 sqm in Moscow increasing our income by $8.5 million per annum. Rents have remained around $130-$135 per sqm for Grade A warehousing throughout the year.

 

At Krekshino, we took the opportunity of a lease expiry to regear all of NLC/Itella's leases, extending the term until 2019 and increasing the rent by circa 25%, contributing to uplift in value of 6%.

 

At Noginsk we are on site building 36,000 sqm for delivery in the second quarter of 2013. We expect this project to deliver a marginal yield on cost of 15.9%. We are currently in discussion with a number of tenants. At Klimovsk we aim to deliver 48,000 sqm by the second quarter of 2013. We have already signed one PLA for 18,000 sqm and an LOI for 10,000 sqm, and we have interest in the remaining space. This project will produce a marginal yield on cost of 16.4% on current estimates.

 

In St Petersburg, the market has improved and we leased 44,700 sqm to third parties during the year and our operating subsidiary, Roslogistics, increased its space by a further 15,000 sqm to meet new client demand. We now have only 14,500 sqm of vacant space available, 6,000 sqm of which is subject to LOIs and we expect the remainder to let in the first half of 2013. Rents have improved and now stand at $115-$120 per sqm.

 

Our project in Rostov is now 100% let. We are seeking prelets and development finance to allow us to start an additional 15,000 sqm of development on the Phase 2 land we own.

 

In Novosibirsk we let 18,600 sqm during the year although net absorption was only 2,400 sqm as a result of lease expiries and reduction in Roslogistics space. During the last three years we have let an average of 20,650 sqm per annum. With only 40,000 sqm vacant today and LOIs signed on 18,000 sqm of that space, we anticipate being fully let in the next 12 months.

 

Land Bank

 

We have started work on 84,000 sqm of our land bank at Klimovsk and Noginsk. Subject to detailed planning and finance we will start on site at Padikovo, Nova Riga in the second quarter of 2013, with the aim of delivering around 100,000 sqm by the middle of 2014.

 

At Noginsk we still hold another 32 ha on which we can build over 150,000 sqm in the future.

 

We have received a number of approaches from prospective tenants to develop out elements of our regional land bank over the year. Unfortunately the attractions of developing in Moscow, where tenant demand is more predictable and valuations stronger, mean these potential projects elsewhere would deliver less attractive returns. With this in mind, we have reviewed the carrying value of our regional land bank. As it has become unlikely that we will start any development in Belarus or on those sites held on short term development leaseholds, we have written down the carrying value of these properties by $15.7 million.

 

The Market

 

Tenant demand is still driving the market and JLL estimate that take up in 2012 was 1.3 million sqm in Moscow alone. The vacancy rate for class A warehouse stood at 0.65% at the year end. In St Petersburg the vacancy rate has fallen to 2.2%.

 

For 2013 JLL forecast new supply of Grade A warehouse space in Moscow of circa 1 million sqm with potential demand ahead of that at 1.2 million sqm. The key trend in the market is the increase in build to suit for sale deals which accounted for 26% of total take up in 2012; in 2013 this is expected to rise to 33% by JLL. Internet retail demand accounted for 13% of take up in 2012.

 

These statistics suggest we are operating in one of the only places in Europe where retailers are posting double digit sales growth and this is driving continued demand for warehousing and distribution space. We are positive about the market and the portfolio looks increasingly reversionary.

 

The combination of rental growth, further development and opportunities for active portfolio management give us confidence for the future.

 

Financial Review

 

This set of financial results benefits from a full year of high occupancy in the existing portfolio, the introduction of the second phase at Klimovsk and six months of the acquisitions at Pushkino and Sholokhovo.

 

Income

 

Net rental and related income increased from $91.7 million to $136.5 million in the 12 months to 31 December 2012.

Our core investment portfolio generated $130.8 million of NOI (2011: $80.9 million) from third party tenants, the completion of the second phase at Klimovsk at the beginning of the year adding $7.2 million and a further $15.1 million from acquisitions.

The cost of servicing vacant space reduced from $13.7 million to $9.0 million.

 

Roslogistics continues to improve efficiency and profitability. It now operates out of 86,000 sqm of our portfolio after increasing its presence in St Petersburg and reducing in Novosibirsk. The business contributed $13.4 million (2011: $10.7 million) to NOI and $10.2 million to Group profit before tax in the year (2011: $6 million).

 

Raven Mount continues to be a mixed bag. The joint venture at the Lakes is performing well but the residential stock that remains in the UK is slow to move. Total gross sales in the year were $23.4 million (2011: $13.9 million) on stock of $21.0 million (2011: $14.0 million). However, as explained in our half year results, we have also written down our UK residential stock by $9.4 million to accelerate sales and cash generation. We now have $13.8 million of completed UK residential stock (2011: $30.6 million) remaining on balance sheet.

 

Overheads

 

Overheads supporting the core investment portfolio were $15.3 million (2011: $12.8 million).Central overheads were $8.5 million (2011: $6.1 million) and Raven Mount and Roslogistics had overheads of $2.5 million (2011: $3.0 million) and $3.2 million (2011: $3.0 million) respectively. The higher overheads reflect an increase in cash bonuses paid in the year and a small step up in costs to support the construction programme.

 

With the introduction of the new, long term incentive scheme for executives and senior management during the year (note 32 to the financial statements) we are required to estimate the total charge to the income statement over the 3 year period of the scheme. This has resulted in a charge to the income statement of $12.2 million in the current year, which is then immediately reversed through reserves. In the coming two years any additional charge or credit will reflect any change in actual awards made or change in estimated charge. The charge for actual shares vesting in the year was $4.4 million (2011: $6.1 million) which is again reversed through reserves. The impact on NAV per share calculation is limited to the release or potential release of shares from treasury to satisfy any share allocation.

 

Earnings

 

Our key earnings measurement is "Underlying Earnings" as defined in note 9 to the financial statements. This shows the earnings derived from our operations before capital items, including mark to market valuations and best shows the ability of operations to produce covered dividends. Our underlying earnings before tax increased significantly in the year, from $8.1 million to $34.7 million giving basic underlying earnings per share of 5.30 cents (2011: 0.18 cents).

 

Financing

 

The Group's financing structure has adapted in the year to incorporate the acquisitions made and the construction programme being undertaken, introducing new preference shares and funding facilities.

 

To fund the equity for the acquisitions of the asset owning subsidiaries at Sholokhovo and Pushkino, we issued an additional tranche of 48.4 million of preference shares in June 2012 at an issue price of 134p.

 

A new facility of $129 million, secured on the Pushkino Logistics Park was drawn in June on a five year term at a margin cost to the Group of 5.85% over a five year swap of 1.08%.

 

The Sholokhovo subsidiary was purchased with an existing fully drawn debt facility of $21 million, a remaining term of nine years and a margin of 6.45% over US LIBOR.

 

The Group's construction programme is being funded by a mixture of construction finance and refinancing of completed projects.

 

An unsecured construction loan of $30 million was drawn from Deutsche Investitions-Und EntwicklungsgesellschaftMBH(DEG) Bank. The facility has an eight year term and a 7.9% margin over US LIBOR.

 

US$44 million has been drawn from a $47.5 million facility secured upon the second phase of the Klimovsk project. This facility has a margin of 7% over US LIBOR and a 10 year term. The remaining undrawn balance is available until 24 April 2013.

 

A further $38 million was drawn under the facility secured on the Shushari project in St Petersburg.

 

Near term maturities of existing facilities have been or are in the process of being extended.

 

In November, the Group agreed a two year extension to the $41 million loan facility secured on the Constanta office property at a cost to the Group of 6.0% over US LIBOR.

 

Since the year end the Group has entered into a $100 million facility agreement to refinance the existing $78 million loan secured on the Krekshino logistics park. Completion of the remaining conditions precedent is expected in the second quarter of this year and the existing loan has been extended until 30 June 2013 to allow completion.

 

Finally, the Group repaid in full the debt facilities secured on the Southern project, the Group facility provided by Royal Bank of Scotland International and the Barclays Bank facility secured on the Group's UK inventory. Repayments under these facilities totalled $24.6 million.

 

Together with the hedging arrangements described below, this leaves the Group with 194 million preference shares at an annual cost of 12% and $776 million of senior debt at a total weighted average cost of debt to the Group of 7.3% (2011: 7.1%).

 

At 31 December 2012 the Group had undrawn loan facilities available of $3.5 million (2011: $38 million).

 

Hedging

 

The Group has entered into hedging arrangements in respect of its interest rate exposure. $422 million (2011: $335 million) of Group bank borrowings have been fixed with three years remaining (2011: 3 years) at a weighted average swap rate of 1.86% (2011: 2.38%) and $225 million (2011: $186 million) capped at 1.93% (2011: 2.69%) for 3 years (2011: 4 years).

 

The principal foreign exchange risk to the Group relates to the funding of the preference share coupon in Sterling. This risk has been capped for the three years to 18 December 2015 at a USD/GPB exchange rate of 1.60.

 

We will be looking to extend our interest hedging for the most recent financing facilities drawn and continue a three year rolling hedge on our sterling exposure on the preference share coupon.

 

Balance Sheet

 

The balance sheet reflects the impact of the acquisitions made in the year, assets boosted by the inclusion of the new properties and liabilities by the related debt facilities and preference share issue. Debtors and creditors also reflect the on-going litigation in Toros, the company which owns the Pushkino project, the defence of which is being conducted by the previous owner and for which we have been indemnified. Details of this case and the indemnity were given in the shareholder circular issued on 1 May 2012 and the claim is for Roubles 827.4 million plus interest.

 

Cashflow

 

Operating cash flows track our portfolio letting success. These have increased from $33 million in 2010, to $82 million in 2011 and to $121 million in the year to 31 December 2012. The larger investing and financing cash flows relate to the acquisitions in the year. Distributions to ordinary and preference shareholders increased to $63 million (2011: $51 million).

 

Taxation

 

The majority of the tax charge for the year of $33.4 million (2011: $40.6 million) relates to deferred tax movements. $20.9 million (2011: $35.3 million) is the deferred tax liability on property revaluations and depreciation and $12.3 million (2011: nil) is the reduction in deferred tax assets due to unrealised foreign exchange movements in our Russian subsidiaries. The actual tax paid in the year totalled $3.5 million (2011: $2.7 million).

 

Net Asset Value and Distributions

 

Net assets increase to $689.0 million (2011: $668.8 million) following a revaluation surplus of $46.1 million (2011: $129.6 million) after deferred tax and after an impairment of Russian regional land bank and residential UK stock of $26 million. We distributed the equivalent of 1.5p per share by way of a tender offer buy back in the year and intend to distribute a further 2.25p in the same manner as a final distribution.

 

Mark Sinclair

Chief Financial officer

10 March 2013

 

Raven Russia Limited - Directors

 

Richard Jewson (aged 68)

Non-executive Chairman

 

Richard Jewson joined Jewson, the timber and building merchant, in 1965 becoming the Managing Director, then Chairman of its holding group, Meyer International plc from which he retired in 1993. Since then he has served as non-executive director and chairman of a number of public companies. He retired in 2004 from 10 years as Chairman of Savills plc and in 2005 from 14 years as a non-executive Director and deputy Chairman of Anglian Water plc. He is currently Chairman of Archant Ltd, and a non-executive director of Temple Bar Investment Trust plc, Grafton Group plc and other unquoted companies.

 

He is Chairman of the Nominations Committee and a member of the Remuneration Committee.

 

Anton Bilton (aged 48)

Executive Deputy Chairman

 

Anton Bilton is an economics graduate from The City University in London. Anton was the founder of The Raven Group. He has also been a founder and director of three other companies that have floated on AIM.

 

He is a member of the Nominations Committee.

 

Glyn Hirsch (aged 51)

Chief Executive Officer

 

Glyn Hirsch, a Guernsey resident, qualified as a Chartered Accountant with Peat, Marwick Mitchell & Co in 1985. Until 1995, he worked in the corporate finance department of UBS (formerly Phillips & Drew) latterly as an Executive Director specialising in UK smaller companies. From 1995 until 2001, he was Chief Executive of CLS Holdings plc, the listed property investment company, a former Director of Citadel Holdings plc, the specialist French property investor and former Chairman of Property Fund Management plc, the listed property fund management business. Glyn is also a non-executive director of Lion Trust Asset Management plc.

 

Mark Sinclair (aged 47)

Chief Financial Officer

 

Mark Sinclair, a Guernsey resident, is a chartered accountant, and spent 18 years at BDOStoy Hayward, a leading professional services firm in the UK. He was a partner in the London real estate group responsible for a portfolio of large property companies, both listed and private. He joined Raven Mount in June 2006 as Finance Director of Raven Russia Property Management Ltd, the former Property Adviser to the Company and joined the Board of Raven Russia in March 2009.

 

Colin Smith (aged 43)

Chief Operating Officer

 

Colin Smith, a Guernsey resident, qualified as a Chartered Accountant with Stoy Hayward. Prior to joining the company, he was a director in the audit and assurance division of the chartered accountant practice of BDO in Guernsey, having joined BDO in 1994. Colin has also been a non-executive director of a number of offshore investment funds and companies.

 

Christopher Sherwell (aged 65)

Senior Independent Non-executive Director

 

Christopher Sherwell is a Guernsey resident and a former managing director of Schroders in the Channel Islands. Before joining Schroders, he was Far East Regional Strategist in London and Hong Kong for Smith New Court Securities and prior to that spent 15 years as a journalist much of them as a foreign correspondent for the Financial Times. He has considerable public company experience and acts as a non executive director on a number of publicly listed investment companies including Baker Steel Resources Trust Ltd and the Prospect Japan Fund Ltd.

 

He is Chairman of the Remuneration Committee and a member of the Audit and Nominations Committees.

 

Stephen Coe (aged 47)

Non-executive Director

 

Stephen Coe BSc, FCA, a resident of Guernsey, is self employed providing executive and non-executive services to public and private clients. His current public directorships include European Real Estate Investment Trust Ltd, Kolar Gold Ltd and Trinity Capital Ltd where he acts as a non-executive director and chairman of the audit committee and Black Sea Property Fund Ltd where he acts as a non-executive director. Private clients include investment funds and a captive insurer. From 2003 to 2006, he was Managing Director of Investec Trust (Guernsey) Ltd and Investec Administration Services Ltd, responsible for private client and institutional structures. Between 1997 and 2003 he was a director of Bachmann Trust Company Ltd and previously he worked with Price Waterhouse specialising in financial services.

 

He is Chairman of the Audit Committee and a member of the Remuneration Committee.

 

David Moore (aged 52)

Non-executive Director

 

David Moore is a resident of Guernsey. He is an advocate of the Royal Court of Guernsey and a consultant at Bedell Group in Guernsey. He is a former partner of Guernsey law firm MourantOzannes where he had practiced since 1993 and before that spent 10 years practising in the City of London, predominantly with Ashurst Morris Crisp. He specialises in corporate and financial matters and is a non-executive director of a number of investment and insurance management companies, investment and insurance companies including Standard Life Investments Property Income Trust Ltd of which he is non-executive chairman.

 

He is a member of the Audit and Remuneration Committees.

 

Directors' Report

 

The Directors present their report and the audited financial statements of the Group for the year ended 31 December 2012.

 

Principal activity

 

The Company is a Guernsey registered company and during the year carried on business as a property investment company.

 

Business review

 

A review of the business during the year is contained in the Chairman's Statement, Chief Executive's Report, Property Review and Financial Review.

 

Results and dividends

 

The results for the year are set out in the attached financial statements.

 

The Company undertook a tender offer as an interim distribution for 1 in every 49 shares at 75p, equivalent to a dividend of 1.5p per share (2011: Tender offer 1 share in every 46 at 58p). A final distribution of 2.25p by way of a tender offer of 1 share in every 33 at 75p is being proposed at the Annual General Meeting (2011: Tender offer 1 share in every 40 at 70p).

 

Directors

 

The Directors, who served throughout the year, were as follows:

 

Richard Jewson (Non-executive Chairman)

Anton Bilton (Executive Deputy Chairman)

Glyn Hirsch (Chief Executive Officer)

Mark Sinclair (Chief Financial Officer)

Colin Smith (Chief Operating Officer)

Christopher Sherwell (Senior Independent Non-executive Director)

Stephen Coe (Independent Non-executive Director)

David Moore (Independent Non-executive Director)

 

Following the provisions of the UK Corporate Governance Code applicable to larger companies, all the Directors shall be subject to annual re-appointment by Shareholders at the Annual General Meetings of the Company.

 

Details of the Directors' remuneration and shareholdings are included within the Remuneration Report.

 

Substantial shareholdings

 

The Company has been notified of shareholders, other than directors, holding 3% or more of the ordinary shares as follows:

 

Ordinary Shares of £0.01

 

 

Name of holder

Number held 31 December 2012

% of share capital

Number held

28 February 2013

% of share capital

Invesco Perpetual

 

170,896,092

29.00

170,896,092

29.00

Schroder Investment Management

81,023,340

13.75

82,088,474

 

13.93

Mackenzie Cundill Investment Management

53,452,292

9.07

53,452,292

9.07

JO Hambro Capital Management

37,769,883

6.41

41,894,883

7.11

Legal and General Investment Management

18,146,728

3.08

18,048,063

3.06

F&C Asset Management Limited

22,415,869

3.80

16,464,320

2.79

 

Auditors

 

Ernst & Young LLP have expressed their willingness to continue in office and a resolution to re-appoint them will be proposed at the forthcoming Annual General Meeting.

 

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 35 there is a description of the Group's objectives and policies for managing its capital, its financial instruments and hedging activities and its exposure to credit and liquidity risk.

 

During the year the Group had and continues to hold substantial cash and short term deposits. These were supplemented by the increasing and profitable rental income streams of the operating activities of the Group, along with the acquisitions of two fully let income producing assets within the year. The Group extended the average time to maturity of its banking facilities to beyond four years. It also issued new preference shares to the value of £64.9 million in the year.

 

After making appropriate enquiries and examining sensitivities that could give rise to significant 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' responsibilities

 

Guernsey company law requires the Directors to prepare financial statements for each financial year, which give a true and fair view of the state of affairs of the Group at the end of the year and of the profit or loss of the Group for that period. In preparing those financial statements, the Directors are required to:

 

·; Select suitable accounting policies and then apply them consistently;

·; Make judgements and estimates that are reasonable and prudent;

·; State whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

·; Prepare the financial statements on the going concern basis unless it is inappropriate to assume that the Group will continue in business.

 

The Directors confirm that they have complied with the above requirements in preparing the financial statements.

 

The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Group and to enable them to ensure that the financial statements comply with the Companies (Guernsey) Law, 2008 and IFRS as adopted by the EU. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

So far as each of the Directors is aware, there is no relevant audit information of which the Company's auditor is unaware and each has taken all the steps he ought to have taken as a Director to make himself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

 

Directors Responsibility Statement

 

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; and

 

The management report, which is incorporated into the Directors' 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.

 

This responsibility statement was approved by the Board of Directors on 10 March 2013 and is signed on its behalf by:

 

 

 

Mark Sinclair Colin Smith

Chief Financial Officer Chief Operating Officer

 

Corporate Governance

 

Chairman's foreword

 

This year has seen the continued development of the Group into a mature property investment business. As explained earlier, the acquisition of two income producing assets increased our portfolio's leasable area by 25%, we progress our construction programme, organically growing our portfolio by 50-100,000sqm each year (4-8% of the current portfolio by size). Along with developments in UK Corporate Governance this has meant a busy year for your Board and its committees. We remain committed to the highest standards of governance and this report sets out our approach.

 

Richard Jewson - 10 March 2013

 

The Financial Services Authority's listing rules require the Company to explain how it has applied the Main Principles of Section 1 of the UK Corporate Governance Code (the "Code"). This report, together with the Directors' and Remuneration Reports, set out how the Company has done so. For the financial year ended 31 December 2012, the Company has been regarded as a 'smaller company' for the purposes of the Code. In the opinion of the Board, the Company has complied fully with the Main and Supporting Principles of the Code throughout the financial year. Copies of the Code can be obtained free of charge from the Financial Reporting Council's website (www.frc.org.uk).

 

The Role of the Board

 

The Board is responsible for the governance processes within the Group whilst monitoring the performance of the Executives to whom it delegates management responsibility for the Group. The Board has approved a formal schedule of matters reserved solely for its consideration as outlined below and updates this schedule as necessary. Matters reserved for the board include:

 

·; Development of strategy;

·; Capital structure and dividend policy;

·; Financial reporting, including approval of results;

·; Internal control and risk management;

·; Corporate governance; and

·; Material transactions.

 

The Board has delegated a number of its responsibilities through its Audit, Remuneration and Nominations Committees. Terms of reference for each of these committees are reviewed periodically by the Board, and are made available on the Company's website, www.ravenrussia.com. An outline of each of the Committees' functions and responsibilities is set out below.

 

Board composition

 

During the year, the board comprised eight Directors: Non-Executive Chairman, Richard Jewson; four Executive Directors; and three Non-Executive Directors. The Board considers all of the Non-Executive Directors to be independent for the purposes of the Code as further explained below. The Board consider the Chairman to be independent. The balance of skills and expertise of the Board ensures that no individual or group of individuals dominate the Board's decision making, allowing for independent challenge and rigour to the Board's deliberations. The roles of the individual Directors are explained further below.

 

 

There is a defined division of the responsibilities between the Chairman and Chief Executive. The Chairman is primarily responsible for the effective working of the Board and the Chief Executive for the operational management of the business. This includes development of the Group strategy and business model, the presentation of this to the Board and ultimately its implementation across the Group. Terms of reference delineating a clear division of responsibilities are in place and are reviewed on a regular basis.

 

Christopher Sherwell is the Senior Independent Director of the Company.

 

David Moore is a consultant for the Bedell Group in Guernsey and is a former partner of MourantOzannes, Advocates and Notaries Public. The Group has used MourantOzannes for legal engagements and Notary services but to avoid any possible conflict of interest or challenge to the independence of Mr Moore, the Group ceased using MourantOzannes other than for notary services. The Group did not incur any fees due to MourantOzannes for the year ended 31 December 2012. The Board considers Mr Moore to be independent for the purposes of the Code.

 

Biographies for each director are included elsewhere in this Annual Report.

 

The full Board meets at least six times a year to consider general matters affecting the Company and otherwise as required. Committee meetings comprising any two or more Directors meet on an ad hoc basis to consider transactional and related matters concerning the Company's business. During 2012, there were 26 such committee meetings. Meetings are generally held in Guernsey at the head office, however at least once a year the Board will hold a meeting in Russia to review the Group's operations and meet local management.

 

To enable the Board to discharge its duties, all Directors receive appropriate and timely information, including briefing papers distributed in advance of any board meeting and regular management information. All the Directors are entitled to have access to independent professional advice at the Company's expense where they deem it necessary to discharge their responsibilities as Directors. On appointment, a Director receives advice from the Company's financial and other professional advisers as to the affairs of the Company and their responsibilities, an estimation of time commitments necessary to undertake the role and a commitment to receive other such training as may be appropriate.

 

Attendance at Board or Committee meetings during the year to 31 December 2012

(where 'N/A' is shown, the Director listed is not a member of the Committee)

 

Board

Audit Committee

Nominations Committee

Remuneration Committee

R Jewson

8/8

N/A

1/1

2/2

A Bilton

8/8

N/A

1/1

N/A

G Hirsch

8/8

N/A

N/A

N/A

M Sinclair

8/8

N/A

N/A

N/A

C Smith

8/8

N/A

N/A

N/A

S Coe

7/8

4/4

N/A

2/2

C Sherwell

8/8

4/4

1/1

2/2

D Moore1

8/8

4/4

N/A

0/0

No. of meetings during the year

8

4

1

2

 

1 - David Moore joined the Remuneration Committee on 20 November 2012. The Remuneration Committee did not meet between 20 November 2012 and 31 December 2012.

 

Board performance evaluation

 

The Board undertakes annual performance evaluations of its own and its Committees' activities. These are led by the Chairman and where dealing with his own performance, by the Senior Independent Director.

 

The performance evaluations during 2012 were facilitated by the Institute of Directors and took the form of a questionnaire and production of a report. The findings of the report were discussed in detail by the Board and it was concluded that the performance of the Board, its Committees and individual Directors were effective and the Board had the necessary balance of skills and expertise required to direct the business.

 

The Board and Nominations Committee annually consider the composition of the Board and its Committees with reference to the Group's needs and also the requirements of the Code. In accordance with the Code, all Directors will be put forward for re-election each year at the Annual General Meeting. Having considered the balance of skills, expertise and performance of the Board, its committees and individual Directors, the Board recommends each of the Directors for re-appointment at the Annual General Meeting.

 

Board Committees

 

The Board has established Audit, Remuneration and Nominations Committees. These Committees undertake specific activities through delegated authority from the Board. Terms of reference for each Committee have been agreed and are reviewed on a regular basis by the Board. The terms of reference for each Committee can be obtained from the Company's website.

 

Audit Committee

 

The Audit Committee comprises David Moore, Christopher Sherwell and Stephen Coe, (Chairman), who is considered to have recent and relevant financial experience. The Committee meets at least twice a year. There are a number of regular attendees at meetings of the Audit Committee, including other members of the Board, senior management and the Group's external auditors. The Chairman of the Committee also meets with external auditors without management present.

 

The Committee is responsible for ensuring that the financial performance of the Group is properly reported and monitored. The Committee reviews the annual and interim accounts, the accounting policies of the Group and key areas of accounting judgement, management information statements, financial announcements, internal control systems, risk management, and the continuing appointment of the auditors. It also monitors whistle blowing policy and procedures over fraud and bribery.

 

Due to its size, structure and the nature of its activities, the Group does not have an internal audit function. During the year, the Audit Committee again considered the need for an internal audit function, whether a bespoke function facilitated by internal resources, or using an outsourced model with the assistance of the Group's advisors. The Committee concluded that there was no need for a separate internal audit function at this time but would continue to keep this matter under review.

 

During the year, the Committee has considered the appointment, compensation, performance and independence of the Group's auditor, Ernst & Young LLP.

 

Ernst & Young LLP may also provide non-audit services to the Group where they are determined to be best placed to provide the particular service and there is a commercial advantage to the Group in Ernst & Young LLP providing the service. The non-audit services provided are typically assurance related services, tax advisory or transaction advisory services. The policy for the provision of non-audit services is reviewed and confirmed by the Committee annually. As shown in note 6(b) to the financial statements, total fees payable to Ernst & Young LLP in the year to 31 December 2012 amounted to $2 million, of which $866,000 was for non-audit services. This included $705,000 for transactional advisory services in connection with the acquisitions and preference share placing where it was considered that the provision of these services by Ernst & Young LLP provided the Group with a commercial advantage.

 

Ernst & Young LLP has provided the Committee with written confirmation of their independence. The Committee has recommended a resolution for their re-appointment to be proposed to shareholders at the Annual General Meeting.

 

Nominations Committee

 

The Nominations Committee comprises Anton Bilton, Christopher Sherwell and Richard Jewson, who is Chairman. The Committee undertakes an annual review of any succession planning and ensures that the membership and composition of the Board and its Committees are constituted appropriately in light of the requirements of the Group and those of the Code, with the necessary balance of skills and expertise to undertake their roles effectively.

 

Should the Committee consider it necessary to either refresh or enlarge the Board or its Committees, acting in accordance with its terms of reference, a rigorous and thorough evaluation will be undertaken by the Committee in assessing the requirements of the Group so that the individual or individuals appointed will add value to the on going activities of the business.

 

Remuneration Committee

 

The Remuneration Committee comprises Stephen Coe, Richard Jewson, David Moore and Christopher Sherwell, who is Chairman. The Remuneration Committee meet at least once a year to review the performance of Executive Directors and to recommend their remuneration and other benefit packages. The fees of the Non-Executive Directors are determined by the Executive Directors. Full details of the activities undertaken by the Committee during the year are included within the Remuneration Report. This Report will be subject to an advisory vote at the Annual General Meeting.

 

Internal Control and Risk Management

 

The Board has overall responsibility for the systems of internal control and for reviewing their effectiveness throughout the Group. This is an on going process, in accordance with the guidance of the Turnbull Committee on internal controls, that identifies, evaluates and manages the principal risks and uncertainties that may affect the achievement of the Group's strategic objectives. Such a system is designed to manage or reduce the effects of the possible risks to which the Group's activities are subject, rather than providing absolute assurance against material misstatement or loss.

 

Consideration of risks and risk management form an integral part of the Board deliberations and are key to its decision making processes. There are risks which your Board have no control over. These are mainly overriding external risks such as the wider economic environment, however the impact of such risks and effect that they have on the Group are considered and mitigated to the extent possible. The strategic decisions of the Group are adjusted to address these issues ensuring that threats are reduced and opportunities are exploited.

 

Key features of the risk management process in place during the year and up to the date of the annual report and financial statements include:

·; A comprehensive system of reporting and business planning;

·; A defined schedule of matters reserved for the Board;

·; An organisational structure chart with clearly defined levels of authority and division of responsibilities;

·; Formal documented policies and procedures throughout the Group;

·; The close involvement of the Executive Directors and senior management in all aspects of the day-to-day operations, including regular meetings to review all operational aspects of the business and risk management systems;

·; The Board's review of Group strategy and progress against objectives throughout the year;

·; A formal whistle blowing policy;

·; A comprehensive and robust system of financial reporting which includes regular management information, such as budgets, re-forecasts, cash flows, treasury reporting and management accounts; and

·; A regular assessment of risks within the business at all operational levels.

 

The Audit Committee has reviewed the effectiveness of the systems of internal control and has reported its findings to the Board throughout the year and up to the date of the annual report and financial statements. The Risk Committee (as further defined below) report regularly to the Audit Committee on its deliberations and findings. The risks and uncertainties to which the Group is subject are reviewed and considered by the Audit Committee and the Board at regular intervals, particularly with reference to the strategic objectives of the business.

 

The Audit Committee has established a Risk Committee to carry out the review and assessment of risks associated with the business. This Committee comprises Executive Directors and senior management involved in each operating jurisdiction and department of the Group. This engenders a culture of risk assessment within the Group and reinforces the strategic objectives communicated by the Board. During the year ended 2012, the Risk Committees met four times.

 

Corporate responsibility

 

Corporate responsibility covers many different aspects of business but our primary focus is on the environmental impact of our activities and properties and the social impact in the jurisdictions in which the Group operate. It is the responsibility of the Company's Board of directors to manage the environmental, economic and social impact of the Group's business strategy.

 

The Board recognises that the way its investment properties are designed, built, managed and occupied can significantly influence their impact on the environment and the community in which they are located and it seeks to manage these issues. Your Board notes that from 2013 the London Stock Exchange will require Main Market listed businesses to report on levels of greenhouse gas emissions and the Group will work with its advisers to collate the necessary data to report in its 2013 Annual Report and Accounts.

 

Your Board also recognises the social impact of its operations in each of its key jurisdictions, Russia, Guernsey and Cyprus. In Russia, this is particularly evident in the employment opportunities that are created in the communities where the Group's properties are located but in each jurisdiction staff are encouraged to participate in community activities and the Board has established a fund to support local causes or charities, which meet the corporate values of the Group.

 

Investor relations

 

The Chief Executive, Executive Deputy Chairman and Chief Financial Officer are the Company's points of contact for investors, fund managers, analysts, the press and other interested parties. The Company's investor relations programme includes formal presentations of the annual and interim results, as well and regular analyst briefings and meetings.

 

The Board receives updates on the Company's investor relations activities including any reports prepared by the Company's brokers, external analyst papers, and details of any shareholder meetings.

 

The Board believes that sustainable financial performance and delivering on the objectives of the Company are key measures in building trust with the Company's shareholders. To promote a clear understanding of the Company, its objectives and financial results, the Board ensures that information relating to the Company is disclosed in a timely manner and in a format suitable to the shareholders of the Company. The Company's website has been developed to facilitate communication with all shareholders. Communication through these means allow our investors to receive information in a timely and cost effective manner.

 

The notice of AGM accompanies this report and a separate proxy card is provided for shareholders.

 

Signed for and on behalf of the Board

 

Colin Smith

Director

10 March 2013

 

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 eight 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.

 

Our primary focus is on obtaining attractive returns for our shareholders and as such, 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 dollar denominated, ungeared yield on cost of 12%. We believed that this would translate into very attractive dividend 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 35% and 46%. 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 and the diminishing number of players in the market, 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 we may, in time, change our financing risk profile to a more central financing structure, using the portfolio as a whole, to reduce our effective cost of debt.

 

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. These measures give the most relevant and comparable information on the operating performance of our portfolio and our ability to pay dividends 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.

 

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 1.3 million sqm.

The market has also presented acquisition opportunities in the last year, of completed, fully let properties. We have completed two acquisitions in the year at prices that allow us to maintain our yield on cost target but also give the opportunity to enhance this through asset management.

 

Acquisitions present 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 contracts that may need to be managed out. This is all part of the integration risk of introducing new assets to the portfolio.

 

In the context of the narrative above, 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.

 

Financial Risk

 

Risk

Impact

Mitigation

Bank Lending

 

The number of banks lending in our market diminishes because of exposure to the Eurozone.

 

 

 

Reduced access to funding and potential increase in funding cost.

Reduces ability to refinance maturing facilities.

 

 

 

Debt facility maturities now have a weighted average of 4.6 years with only one near term maturity at 31 December 2012. A new facility agreement has been signed following the year end, refinancing this near term maturity;

Larger Russian domestic lenders are now offering debt on similar terms to the International banks who have exited the market;

 

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 (44.1% at 31 December 2012) 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 for 5 year terms;

 

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;

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 will 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 2015 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.

 

 

Property Investment

 

Risk

Impact

Mitigation

Composition of portfolio

 

Portfolio made up of predominately 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 warehousesin Moscow and Russia as a whole;

 

Our focussed approach provides detailed understanding of our sector;

 

We monitor concentration within the portfolio, our largest asset represents 15% of the total portfolio; and

 

The average investment property lot size is $113 million on a portfolio valued at $1.5 billion.

 

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 tenant, X5 Group, represents 11.5% of rental income);

 

Almost 50% of our income comes from tenants who make less than a 2% contribution to rent roll;

 

High quality property portfolio, of which 67% is located around Moscow;

 

Experienced internal leasing team; and

 

Strong relationships with existing customers

 

 

 

Acquisitions

Immature investment market where legacy issues are common with Russian corporate 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 under take 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

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 cycle 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 10% 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.

 

 

Russian Domestic Risk

 

Risk

Impact

Mitigation

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;

 

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

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;

 

IT specialists now employed in house; and

 

Full upgrade of systems carried out in 2011.

 

 

The majority of these risks have remained the same over the year. The most significant change has arisen following the acquisitions made in the year and the integration of those assets into the portfolio, including dealing with legacy contract issues.

GROUP INCOME STATEMENT

For the year ended 31 December 2012

2012

2011

Underlying

Capital

Underlying

Capital

earnings

and other

Total

earnings

and other

Total

Notes

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

Gross revenue

4 / 5

234,207

-

234,207

162,770

-

162,770

Property operating expenditure and

cost of sales

(88,354)

(9,371)

(97,725)

(68,662)

(2,454)

(71,116)

Net rental and related income

145,853

(9,371)

136,482

94,108

(2,454)

91,654

Administrative expenses

4 / 6

(31,272)

(1,706)

(32,978)

(24,601)

(2,639)

(27,240)

Share-based payments and other long term incentives

32

-

(16,609)

(16,609)

-

(6,099)

(6,099)

Foreign currency losses

(2,467)

-

(2,467)

(562)

-

(562)

Operating expenditure

(33,739)

(18,315)

(52,054)

(25,163)

(8,738)

(33,901)

Operating profit / (loss) before profits

and losses on investment property

112,114

(27,686)

84,428

68,945

(11,192)

57,753

Loss on disposal of investment property

 under construction

-

-

-

-

(1,158)

(1,158)

Unrealised profit on revaluation of

investment property

11

-

68,055

68,055

-

133,062

133,062

Unrealised (loss) / profit on revaluation of

investment property under construction

12

-

(3,696)

(3,696)

-

10,611

10,611

Operating profit

112,114

36,673

148,787

68,945

131,323

200,268

Finance income

7

6,666

-

6,666

2,197

-

2,197

Finance expense

7

(84,067)

(8,546)

(92,613)

(63,086)

(10,463)

(73,549)

Profit before tax

34,713

28,127

62,840

8,056

120,860

128,916

Tax

8

(4,446)

(28,980)

(33,426)

(7,109)

(33,444)

(40,553)

Profit / (loss) for the year

30,267

(853)

29,414

947

87,416

88,363

Earnings per share:

9

Basic (cents)

5.15

16.73

Diluted (cents)

4.92

15.11

Underlying earnings per share:

9

Basic (cents)

5.30

0.18

Diluted (cents)

5.06

0.16

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 2012

2012

2011

US$'000

US$'000

Profit for the year

29,414

88,363

Foreign currency translation

(3,050)

(12,851)

Tax relating to foreign currency translation

-

2,454

Other comprehensive income, net of tax

(3,050)

(10,397)

Total comprehensive income for the year, net of tax

26,364

77,966

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 CHANGES IN EQUITY

For the year ended 31 December 2012

Share

Share

Own Shares

Special

Capital

Translation

Retained

Capital

Premium

Warrants

Held

Reserve

Reserve

Reserve

Earnings

Total

For the year ended 31 December 2011

Notes

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

At 1 January 2011

10,196

55,119

6,033

(12,241)

852,802

(71,152)

(110,250)

(150,143)

580,36

Profit for the year

-

-

-

-

-

-

-

88,363

88,363

Other comprehensive income

-

-

-

-

-

-

(10,397)

-

(10,397)

Total comprehensive income for the year

-

-

-

-

-

-

(10,397)

88,363

77,966

Warrants exercised

27 / 28

1,012

28,335

(4,048)

-

-

-

-

-

25,299

Own shares disposed

29

-

-

-

1,739

-

-

-

2,400

4,139

Own shares acquired

29

-

-

-

(8,752)

-

-

-

-

(8,752)

Own shares allocated

29

-

-

-

3,032

-

-

-

(3,032)

-

Ordinary dividends paid

10

-

-

-

-

-

-

-

(16,355)

(16,355)

Share-based payments

32

-

-

-

-

-

-

-

6,099

6,099

Transfer in respect of capital profits

-

-

-

-

-

123,391

-

(123,391)

-

At 31 December 2011

11,208

83,454

1,985

(16,222)

852,802

52,239

(120,647)

(196,059)

668,760

For the year ended 31 December 2012

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

27 / 28

155

4,327

(618)

-

-

-

-

-

3,864

Own shares disposed

29

-

-

-

3,533

-

-

-

4,416

7,949

Own shares acquired

29

-

-

-

(14,060)

-

-

-

-

(14,060)

Own shares allocated

29

-

-

-

2,418

-

-

-

(2,418)

-

Ordinary shares cancelled under the tender offer

27 / 29

(232)

(16,306)

-

186

-

-

-

-

(16,352)

Share-based payments

32

-

-

-

-

-

-

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)

852,802

102,808

(123,697)

(202,779)

688,962

The accompanying notes are an integral part of this statement.

 

 

GROUP BALANCE SHEET

As at 31 December 2012

2012

2011

Notes

US$'000

US$'000

Non-current assets

Investment property

11

1,495,673

1,145,090

Investment property under construction

12

149,450

101,458

Plant and equipment

8,768

6,711

Goodwill

13

13,615

13,475

Other receivables

16

18,732

13,084

Derivative financial instruments

19

4,278

1,216

Deferred tax assets

26

52,709

57,994

1,743,225

1,339,028

Current assets

Inventory

17

30,173

51,155

Trade and other receivables

18

87,016

43,661

Derivative financial instruments

19

960

-

Cash and short term deposits

20

191,697

181,826

309,846

276,642

Total assets

2,053,071

1,615,670

Current liabilities

Trade and other payables

21

92,949

70,577

Derivative financial instruments

19

606

-

Interest bearing loans and borrowings

22

121,936

95,607

215,491

166,184

Non-current liabilities

Interest bearing loans and borrowings

22

645,121

465,638

Preference shares

23

325,875

218,206

Provisions

24

36,217

-

Other payables

25

40,288

18,352

Derivative financial instruments

19

9,103

8,968

Deferred tax liabilities

26

92,014

69,562

1,148,618

780,726

Total liabilities

1,364,109

946,910

Net assets

688,962

668,760

Equity

Share capital

27

11,131

11,208

Share premium

71,475

83,454

Warrants

28

1,367

1,985

Own shares held

29

(24,145)

(16,222)

Special reserve

852,802

852,802

Capital reserve

102,808

52,239

Translation reserve

(123,697)

(120,647)

Retained earnings

(202,779)

(196,059)

Total equity

30 / 31

688,962

668,760

Net asset value per share (dollars):

31

Basic

1.22

1.18

Diluted

1.14

1.11

Adjusted net asset value per share (dollars):

31

Basic

1.34

1.26

Diluted

1.25

1.19

The financial statements were approved by the Board of Directors on 10 March 2013 and signed on its behalf by:

Mark Sinclair

 Colin Smith

The accompanying notes are an integral part of this statement.

 

 

GROUP CASH FLOW STATEMENT

For the year ended 31 December 2012

2012

2011

Notes

US$'000

US$'000

Cash flows from operating activities

Profit before tax

62,840

128,916

Adjustments for:

Depreciation

6

1,706

1,754

Inventory write down

9,371

2,454

Finance income

7

(6,666)

(2,197)

Finance expense

7

92,613

73,549

Loss on disposal of investment property under construction

-

1,158

Profit on revaluation of investment property

11

(68,055)

(133,062)

Loss / (profit) on revaluation of investment property

under construction

12

3,696

(10,611)

Foreign exchange losses

2,467

562

Share-based payments and other long term incentives

32

16,609

6,099

114,581

68,622

Increase in operating receivables

(5,875)

(2,953)

Decrease in other operating current assets

14,639

2,652

Increase in operating payables

837

15,921

124,182

84,242

Tax paid

(3,455)

(2,655)

Net cash generated from operating activities

120,727

81,587

Cash flows from investing activities

Payments for investment property under construction

(34,032)

(76,928)

Refunds of VAT on construction

6,728

2,434

Proceeds from disposal of investment property

-

8,702

Cash acquired with subsidiary undertakings

38

13,930

-

Cash disposed with subsidiary undertakings

-

(414)

Acquisition of subsidiary undertakings

38

(271,245)

-

Proceeds from sale of plant and equipment

42

475

Purchase of plant and equipment

(2,997)

(3,055)

Loans advanced

(353)

(5,056)

Loans repaid

2,470

4,215

Settlement of maturing forward currency financial

instruments

-

(299)

Interest received

2,278

2,055

Net cash used in investing activities

(283,179)

(67,871)

Cash flows from financing activities

Proceeds from long term borrowings

239,814

226,085

Repayment of long term borrowings

(55,612)

(84,624)

Repayment of other borrowings

(91)

(9,600)

Bank borrowing costs paid

(53,169)

(39,965)

Exercise of warrants

27 / 28

3,864

25,299

Own shares acquired

27 / 29

(30,740)

(8,752)

Own shares disposed

29

7,949

4,139

Issue of preference shares

23

94,815

-

Dividends paid on preference shares

(31,570)

(25,973)

Settlement of maturing forward currency financial

instruments

140

-

Premium paid for forward currency financial instruments

(5,241)

-

Ordinary dividends paid

10

-

(16,355)

Net cash generated from financing activities

170,159

70,254

Net increase in cash and cash equivalents

7,707

83,970

Opening cash and cash equivalents

181,826

107,641

Effect of foreign exchange rate changes

2,164

(9,785)

Closing cash and cash equivalents

20

191,697

181,826

The accompanying notes are an integral part of this statement.

 

 

 

NOTES TO THE FINANCIAL STATEMENTS

 

For the year ended 31 December 2012

 

 

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 1 Le Truchot, St Peter Port, Guernsey GY16EH.

The audited financial statements of the Group for the year ended 31 December 2012 comprise the Company and its subsidiaries and were authorised by the Board for issue on 10 March 2013.

 

 

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.

 

 

Statement of complianceThe 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 policiesThe 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 2012:

 

New and amended standards

IAS 12 Income Taxes - Recovery of Underlying Assets

IFRS 7 Financial Instruments: Disclosures - Enhanced Derecognition Disclosure Requirements

The principal effects of these changes on the financial statements of the Group, if any, are as follows:

IAS 12 Income Taxes - Recovery of Underlying Assets

The amendment clarified the calculation of deferred tax on investment property measured at fair value and introduced a rebuttable presumption that such deferred tax should be determined on the basis that the carrying amount will be recovered through sale of the property. This clarification will not have any impact on the results of the Group as the tax rates associated with investment property in Russia do not differ if the property is recovered through sale or use.IFRS 7 Financial Instruments: Disclosures - Enhanced Derecognition Disclosure Requirements

The amendment requires additional disclosures about financial assets that have been transferred but not derecognised. The Group does not have any assets with these characteristics, so there has not been any effect in the presentation of its financial statements.

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 priods and which have not been adopted early. These are:

IAS 1 Financial Statement Presentation - Presentation of Items of Other Comprehensive Income effective 1 July 2012

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

IFRS 10 Consolidated Financial Statements effective 1 January 2014

IFRS 11 Joint Arrangements effective 1 January 2014

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

IFRS 13 Fair Value Measurement effective 1 January 2013

With the exception of the matters following, the Group has determined that the impact of these changes on its financial statements will not be material. The adoption of IFRS 11 will require the Group's joint ventures to be equity accounted. Presently these arrangements are proportionately consolidated. The Group is currently assessing the impact of IFRS 10 on its financial statements and the effect of this, if any, has yet to be determined.

 

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 has the power to govern the financial and operating policies of an investee entity so as to obtain benefit from its activities. 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 two or more parties undertake economic activity that is subject to joint control. The Group undertakes its joint ventures through jointly controlled entities. The group financial statements include the Group's proportionate share of these entities' assets, liabilities, income and expenditure on a line by line basis from the date on which joint control commences to the date on which joint control ceases. Any premium paid for an interest in a jointly controlled entity above the fair value of the Group's share of identifiable assets, liabilities and contingent liabilitiesis accounted for in accordance with the goodwill accounting policy.

 

 

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 to Russian, UK and Cypriot tax arising on the results of its Russian, UK and Cypriot operations.

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

 

 

(a) Current tax

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

 

 

(b) 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. Such inventory includes land, work in progress 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 lossThis 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 receivablesThese 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 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, the Bonus Plan and the Combined Bonus and Long Term Incentive Scheme 2012 to 2014.Awards linked to or settled by ordinary sharesThese 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 inorder 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 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 sharesThese awards are accounted for under 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; 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. These 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. In completing these valuations the valuers use their market knowledge and professional judgement and consider the following:

(i) current prices in an active market for properties of a different nature, condition or location (or subject to different lease or other contracts), adjusted to reflect those differences;

(ii) recent prices of similar properties in less active markets, with adjustments to reflect any changes in economic conditions since the date of the transactions occurred at those prices; and

(iii) discounted cash flow projections based on reliable estimates of future cash flows, derived from the terms of any existing lease or other contracts and (where possible) from external evidence such as current market rents for similar properties in the same location and condition, and using discount rates that reflect current market assessments of the uncertainty in the amount and timing of cash flows.

All of the above require the valuers to make estimates and assumptions. 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.

 

 

(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 24) 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$58,446k (2011: US$41,279k) and the loss from Raven Mount increased by US$20k (2011: US$408k). Aggregate segment profit would have decreased by US$58,466k (2011: US$41,687k).

 

 

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

 

 

Year ended 31 December 2012

 Property

 Raven

 Segment

 Central

 

Investment

Roslogistics

 Mount

 Total

 Overhead

 Total

 

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

 

 

Gross revenue

187,754

23,059

23,394

234,207

-

234,207

 

Operating costs / cost of sales

(56,961)

(9,651)

(21,742)

(88,354)

-

(88,354)

 

Inventory write down

-

-

(9,371)

(9,371)

-

(9,371)

 

Net operating income

130,793

13,408

(7,719)

136,482

-

136,482

 

Administrative expenses

 

Running general & administration expenses

(15,327)

(3,202)

(2,474)

(21,003)

(8,476)

(29,479)

 

Other acquisition / abortive project costs

-

-

-

-

(1,793)

(1,793)

 

Listing costs

-

-

-

-

-

 

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

(10,200)

107,537

(23,109)

84,428

 

Loss on disposal of investment property

 

 under construction

-

-

-

-

-

-

 

Unrealised profit on revaluation of

 

 investment property

68,055

-

-

68,055

-

68,055

 

Unrealised loss on revaluation of

 

 investment property under construction

(3,696)

-

-

(3,696)

-

(3,696)

 

Segment profit / (loss)

171,918

10,178

(10,200)

171,896

(23,109)

148,787

 

 

Finance income

6,666

 

Finance expense

(92,613)

 

Profit before tax

62,840

 

 

As at 31 December 2012

 Property

 Raven

 

 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

 

Inventory

-

-

30,173

30,173

 

Cash and short term deposits

175,551

2,272

13,874

191,697

 

Segment assets

1,820,674

2,272

44,047

1,866,993

 

 

Other non-current assets

98,102

 

Other current assets

87,976

 

Total assets

2,053,071

 

 

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

 

 

 

(b) Segmental information for the year ended and as at 31 December 2011

 

 

Year ended 31 December 2011

 Property

 Raven

 Segment

 Central

 

Investment

Roslogistics

 Mount

 Total

 Overhead

 Total

 

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

 

 

Gross revenue

124,229

24,599

13,942

162,770

-

162,770

 

Operating costs / cost of sales

(43,280)

(13,870)

(11,512)

(68,662)

-

(68,662)

 

Inventory write down

-

-

(2,454)

(2,454)

-

(2,454)

 

Net operating income

80,949

10,729

(24)

91,654

-

91,654

 

Administrative expenses

 

Running general & administration expenses

(12,848)

(2,982)

(2,986)

(18,816)

(6,122)

(24,938)

 

Other acquisition / abortive project costs

-

-

-

-

-

-

 

Listing costs

-

-

-

-

(548)

(548)

 

Depreciation

(650)

(1,086)

(18)

(1,754)

-

(1,754)

 

Share-based payments and

 

other long term incentives

(1,502)

-

-

(1,502)

(4,597)

(6,099)

 

Foreign currency losses

(35)

(527)

-

(562)

-

(562)

 

 

65,914

6,134

(3,028)

69,020

(11,267)

57,753

 

Loss on disposal of investment property

 

under construction

(1,158)

-

-

(1,158)

-

(1,158)

 

Unrealised profit on revaluation of

 

investment property

133,062

-

-

133,062

-

133,062

 

Unrealised profit on revaluation of

 

 investment property under construction

10,611

-

-

10,611

-

10,611

 

Segment profit / (loss)

208,429

6,134

(3,028)

211,535

(11,267)

200,268

 

 

Finance income

2,197

 

Finance expense

(73,549)

 

Profit before tax

128,916

 

 

As at 31 December 2011

 Property

 Raven

 

 Investment

Roslogistics

 Mount

 Total

 

US$'000

US$'000

US$'000

US$'000

 

Assets

 

Investment property

1,145,090

-

-

1,145,090

 

Investment property under construction

101,458

-

-

101,458

 

Inventory

-

-

51,155

51,155

 

Cash and short term deposits

173,874

1,306

6,646

181,826

 

Segment assets

1,420,422

1,306

57,801

1,479,529

 

 

Other non-current assets

92,480

 

Other current assets

43,661

 

Total assets

1,615,670

 

 

Segment liabilities

 

Interest bearing loans and borrowings

559,259

-

1,986

561,245

 

 

 

Capital expenditure

 

Payments for investment property under construction

76,928

-

-

76,928

 

 

In 2012 and 2011 there were no single customers accounting for more than 10% of Group revenues.

 

 

5. Gross revenue

 2012

 2011

 

US$'000

US$'000

 

 

Rental and related income

187,754

124,229

 

Proceeds from the sale of inventory property

23,394

13,942

 

Logistics

23,059

24,599

 

234,207

162,770

 

 

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$1,242k (2011: US$845k).Details of the Group's contracted future minimum lease receivables are detailed in note 37.

 

 

6. Administrative expenses

 

 2012

 2011

 

(a) Total administrative expenses

US$'000

US$'000

 

 

Employment costs

14,481

12,475

 

Directors' remuneration

4,500

3,415

 

Office running costs and insurance

4,853

3,577

 

Travel costs

1,700

1,562

 

External administrator fees

265

82

 

Auditors' remuneration

1,302

972

 

Abortive project costs

793

-

 

Legal and professional

2,775

2,115

 

Depreciation

1,706

1,754

 

Loss on disposal of plant and equipment

-

337

 

Listing costs

-

548

 

Registrar costs and other administrative expenses

335

131

 

Share of operating expenditure of joint ventures

268

272

 

32,978

27,240

 

 

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

 

 

Audit services

1,070

800

 

Audit related assurance services

71

56

 

Audit and audit related assurance services

1,141

856

 

 

Other fees:

 

Taxation services

141

116

 

Other services

20

-

 

161

116

 

 

Total fees

1,302

972

 

 

In addition the Group incurred a further US$705k (2011: US$34k) of corporate finance fees 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.

 

 

7. Finance income and expense

 2012

 2011

 

US$'000

US$'000

 

Finance income

 

Income from cash and short term deposits

2,388

1,409

 

Interest income on loans receivable

109

788

 

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

2,497

2,197

 

 

Change in fair value of open forward currency derivative financial instruments

1,800

-

 

Change in fair value of open interest rate derivative financial instruments

2,229

-

 

Profit on maturing forward currency derivative financial instruments

140

-

 

Finance income

6,666

2,197

 

 

Finance expense

 

Interest expense on loans and borrowings measured at amortised cost

51,135

38,898

 

Interest expense on preference shares

33,533

29,261

 

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

84,668

68,159

 

 

Loss on maturing forward currency derivative financial instruments

-

401

 

Change in fair value of open forward currency derivative financial instruments

614

2,200

 

Change in fair value of open interest rate derivative financial instruments

7,331

2,784

 

Loss on closure of interest rate derivative financial instruments

-

5

 

Finance expense

92,613

73,549

 

 

Included in interest expense on loans and borrowings is US$3.7 million (2011: US$3.9 million) relating to the amortisation of costs incurred in originating the loans. Included in interest expense on preference shares is US$1.1 million (2011: US$1.1million) relating to the accretion of premiums payable on redemption of preference shares and the amortisation of costs incurred in issuing preference shares.

 

 

8. Tax

 2012

 2011

 

US$'000

US$'000

 

The tax expense for the year comprises:

 

Current taxation

3,913

3,760

 

Deferred taxation

 

Deferred tax expense relating to the origination and reversal of temporary differences (note 26)

16,548

36,744

 

Charge on unrealised foreign exchange movements in loans

12,270

-

 

Adjustments recognised in the period for current tax of prior periods

695

49

 

Tax charge

33,426

40,553

 

 

The charge for the year can be reconciled to the profit per the income statement as follows:

 

 

 2012

 2011

 

US$'000

US$'000

 

 

Profit before tax

62,840

128,916

 

 

Tax at the Russian corporate tax rate of 20%

12,568

25,783

 

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

26,979

15,738

 

Tax on dividends and other inter company gains

480

807

 

Tax effect of financing arrangements

(2,011)

(14,181)

 

Movement on unprovided deferred tax on tax losses

(540)

12,357

 

Effect of acquisitions in the year

(4,745)

-

 

Adjustments recognised in the period for current tax of prior periods

695

49

 

33,426

40,553

 

 

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

 2012

 2011

 

following data:

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

29,414

88,363

 

 

Adjustments to arrive at EPRA earnings:

 

Loss on disposal of investment property under construction

-

1,158

 

Unrealised profit on revaluation of investment property

(68,055)

(133,062)

 

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

3,696

(10,611)

 

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

(140)

401

 

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

(1,186)

2,200

 

Loss on closure of interest rate derivative financial instruments (note 7)

-

5

 

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

5,102

2,784

 

Movement on deferred tax thereon

18,981

33,444

 

Adjusted EPRA earnings

(12,188)

(15,318)

 

 

Inventory write down (note 17)

9,371

2,454

 

Loss on disposal of plant and equipment (note 6a)

-

337

 

Share-based payments and other long term incentives

16,609

6,099

 

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

1,109

1,094

 

Listing costs (note 6a)

-

548

 

Depreciation (note 6a)

1,706

1,754

 

Amortisation of loan origination costs (note 7)

3,661

3,979

 

Tax charge on unrealised foreign exchange movements in loans

9,999

-

 

Underlying earnings

30,267

947

 

 

 2012

 2011

 

Number of shares

 No '000

 No '000

 

Weighted average number of ordinary shares for the purposes of

 

basic EPS (excluding own shares held)

570,834

528,185

 

 

Effect of dilutive potential ordinary shares:

 

Listed warrants (note 28)

19,532

48,269

 

ERS (note 32)

1,755

3,102

 

LTIP (note 32)

5,384

5,361

 

 

Weighted average number of ordinary shares for the purposes of

 

diluted EPS (excluding own shares held)

597,505

584,917

 

 

 2012

 2011

 

 Cents

 Cents

 

 

EPS basic

5.15

16.73

 

Effect of dilutive potential ordinary shares:

 

Listed warrants

(0.18)

(1.40)

 

ERS

(0.01)

(0.08)

 

LTIP

(0.04)

(0.14)

 

Diluted EPS (cents)

4.92

15.11

 

 

EPRA EPS basic (cents)

(2.14)

(2.90)

 

Effect of dilutive potential ordinary shares:

 

Listed warrants

-

-

 

ERS

-

-

 

LTIP

-

-

 

EPRA EPS diluted (cents)

(2.14)

(2.90)

 

 

Underlying EPS basic (cents)

5.30

0.18

 

Effect of dilutive potential ordinary shares:

 

Listed warrants

(0.18)

(0.02)

 

ERS

(0.01)

-

 

LTIP

(0.05)

-

 

Underlying EPS diluted (cents)

5.06

0.16

 

 

10. Ordinary dividends

 2012

 2011

 

US$'000

US$'000

 

Declared and paid during the year on ordinary shares:

 

Final dividend for 2011 nil pence (2010: 1 pence)

-

8,511

 

Interim dividend for 2012 nil pence (2011:1.25 pence)

-

7,844

 

-

16,355

 

 

The Company did not declare a final dividend for the year ended 31 December 2011 or an interim dividend for 2012 and instead implemented two tender offer buy backs of ordinary shares.

In the place of a final dividend for 2011 the Company implemented a tender offer buy back of ordinary shares on the basis of 1 in every 40 shares held at a tender price of 70 pence per share, the equivalent of a final dividend of 1.75 pence per share. Instead of an interim dividend for 2012 the Company implemented a tender offer buy back of ordinary shares on the basis of 1 in every 49 shares at a tender price of 75 pence per share, the equivalent of a dividend of 1.5 pence per share.

 

 

11. Investment property

 2012

 2011

 

US$'000

US$'000

 

 

Market value at 1 January

1,154,490

942,950

 

Property acquisitions (note 38)

268,623

-

 

Transfer from investment property under construction (note 12)

-

50,412

 

Property improvements and movement in completion provisions

6,260

27,016

 

Disposals

-

(8,350)

 

Unrealised profit on revaluation

72,947

142,462

 

Market value at 31 December

1,502,320

1,154,490

 

 

Tenant incentives and contracted rent uplift balances

(14,292)

(9,400)

 

Head lease obligations (note 25)

7,645

-

 

Carrying value at 31 December

1,495,673

1,145,090

 

 

Revaluation movement in the year

 

Gross revaluation

72,947

142,462

 

Effect of tenant incentives and contracted rent uplift balances

(4,892)

(9,400)

 

Revaluation reported in the Income Statement

68,055

133,062

 

 

It is the Group's policy to carry investment property at fair value in accordance with IAS 40 "Investment Property". The fair value of the Group's investment property at 31 December 2012 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 valuations used by the Directors in these financial statements have been carried out in accordance with The Royal Institution of Chartered Surveyors Valuation Standards, 7th Edition (the "Red Book"). The definition of market value is "the estimated amount for which an asset should exchange on the date of valuation between a willing buyer and willing seller in an arms length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion".

The following assumptions were used in determining the valuations, which were specific to the Group:

No allowances have been made for any expenses of realisation or for taxation which might arise in the event of a disposal of a property; The market values reported are gross of purchasers' costs, which would be incurred on the sale of assets as this is the recognised valuation approach in Russia; and No account is taken of the future effect of any index based rent uplifts.

At 31 December 2012 the Group has pledged investment property with a value of US$1,445 million (2011: US$1,049 million) to secure banking facilities granted to the Group (note 22).

 

 

12. Investment property under construction

 2012

 2011

 

US$'000

US$'000

 

 

Market value at 1 January

101,458

106,741

 

Property acquisitions (note 38)

23,020

-

 

Costs incurred

22,705

43,008

 

Disposals

-

(3,300)

 

Effect of foreign exchange rate changes

3,633

(5,190)

 

Transfer to investment property (note 11)

-

(50,412)

 

Unrealised (loss) / profit on revaluation

(3,696)

10,611

 

Market value at 31 December

147,120

101,458

 

Head lease obligations (note 25)

2,330

-

 

Carrying value at 31 December

149,450

101,458

 

 

Market value at 31 December comprises:

 

Additional phases of completed investment property

85,600

54,000

 

Land bank

61,520

47,458

 

At 31 December

147,120

101,458

 

 

Revaluation movement in the year

 

Unrealised profit on revaluation of assets carried at external valuations

12,031

10,611

 

Unrealised loss on revaluation of assets carried at directors' valuation

(15,727)

-

 

(3,696)

10,611

 

 

Borrowing costs capitalised in the year amounted to US$0.5 million (2011: US$ nil).

Assets under construction and additional phases of completed investment property are valued by JLL. Assets under construction are valued using the residual value method and additional phases of completed investment property on a comparable sales basis, based on recent real estate transactions with similar characteristics and location to those assets. There were no assets under construction at 31 December 2011 or 31 December 2012.

The Directors have valued the land bank based on JLL valuations or the amounts they consider they can achieve on a sale of permitted land and land with access and infrastructure. The Directors also considered updated acquisition appraisals, the key assumptions being developer's required returns, market rents and yields on completed properties. On this basis the Directors consider the fair value of the land bank not valued by JLL to be US$35.6 million, which equates to an average price of US$14.5 per square metre (2011: US$16.3).

At 31 December 2012 the Group has pledged investment property under construction with a value of US$14.2 million (2011: US$11.3 million) to secure banking facilities granted to the Group (note 22).

 

 

13. Goodwill

Roslogistics

 Raven Mount

 Total

 

US$'000

US$'000

US$'000

 

 

Balance at 1 January 2011

5,383

8,115

13,498

 

Effect of foreign exchange rate changes

-

(23)

(23)

 

Balance at 31 December 2011

5,383

8,092

13,475

 

Effect of foreign exchange rate changes

-

140

140

 

Balance at 31 December 2012

5,383

8,232

13,615

 

 

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.

 

 

14. 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

 

 2012

 2011

 

 

CJSCKulon Development

 Russia

 100%

 100%

 

Fenix LLC

 Russia

 100%

 100%

 

Petroestate LLC

 Russia

 100%

 100%

 

EG Logistics LLC

 Russia

 100%

 100%

 

CJSCKulonIstra

 Russia

 100%

 100%

 

Soyuz-Invest LLC

 Russia

 100%

 100%

 

Omega LLC

 Russia

 100%

 100%

 

Terramarket LLC

 Russia

 100%

 100%

 

Piramida LLC

 Russia

 100%

 100%

 

CJSCNoginskVostok

 Russia

 100%

 100%

 

Resource Economia LLC

 Russia

 100%

 100%

 

KulonSpb LLC

 Russia

 100%

 100%

 

Logopark Don LLC

 Russia

 100%

 100%

 

Logopark Ob LLC

 Russia

 100%

 100%

 

Delta LLC

 Russia

 100%

 100%

 

CJSCToros

 Russia

 100%

-

 

Dorfin Limited

 Cyprus

 100%

-

 

League LLC

 Russia

 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 Advisers 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.

 

 

15. Investment in joint ventures

 

 

The principal jointly controlled entity of the Group is as follows:

 

 

Name

 Country of incorporation

 Proportion of ownership interest

 

 2012

 2011

 

 

Coln Park LLP

 England

 50%

 50%

 

 

The Group's interest in each jointly controlled entity has been accounted for by proportionate consolidation. The aggregate amounts recognised in the balance sheet and income statement were:

 

 

 2012

 2011

 

US$'000

US$'000

 

 

Non-current assets

17

30

 

Current assets

17,869

17,918

 

Current liabilities

(611)

(1,120)

 

Net assets

17,275

16,828

 

 

Income

8,896

8,094

 

Expenditure

(8,449)

(6,274)

 

447

1,820

 

 

16. Other receivables

 2012

 2011

 

US$'000

US$'000

 

 

Loans receivable

1,591

4

 

VAT recoverable

7,177

5,217

 

Security deposits

4,862

2,345

 

Prepayments and other receivables

5,102

5,518

 

18,732

13,084

 

 

VAT recoverable arises through 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.

 

 

 17. Inventory

 Land held for

 Housing

 

 development

 stock

 Total

 

US$'000

US$'000

US$'000

 

 

Balance at 1 January 2011

3,484

52,857

56,341

 

Costs incurred in the year

111

8,135

8,246

 

Cost of sales

-

(10,561)

(10,561)

 

Inventory write down

(2,116)

(338)

(2,454)

 

Effect of foreign exchange rate changes

(26)

(391)

(417)

 

Balance at 31 December 2011

1,453

49,702

51,155

 

Costs incurred in the year

95

6,481

6,576

 

Cost of sales

-

(20,537)

(20,537)

 

Inventory write down

-

(9,371)

(9,371)

 

Effect of foreign exchange rate changes

67

2,283

2,350

 

Balance at 31 December 2012

1,615

28,558

30,173

 

 

18. Trade and other receivables

 2012

 2011

 

US$'000

US$'000

 

 

Trade receivables

30,703

21,848

 

Prepayments

6,434

4,670

 

VAT recoverable

6,869

10,205

 

Tax recoverable

660

1,177

 

Loans receivable

64

2,483

 

Accrued income

26

40

 

Other receivables

42,260

3,238

 

87,016

43,661

 

 

 Other receivables include the cash backed indemnity in respect of the provision more fully explained in note 24.

 

 

19. Derivative financial instruments

 2012

 2011

 

US$'000

US$'000

 

Interest rate derivative financial instruments

 

Non-current assets

627

1,216

 

Non-current liabilities

(9,103)

(6,768)

 

Current liabilities

(206)

-

 

 

Forward currency derivative financial instruments

 

Non-current assets

3,651

-

 

Current assets

960

-

 

 

Foreign currency embedded derivatives

 

Non-current liabilities

-

(2,200)

 

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$647 million (2011: US$517 million) and a weighted average fixed or capped rate of 1.9% (2011: 2.5%).

The Group had also entered into a series of forward currency derivative financial instruments to hedge sterling interest payments due to preference shareholders. The instruments have a notional amount of US$105.6 million, a weighted average capped rate of $1.6 to £1 and quarterly maturities with the final instruments maturing on 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.

 

 

20. Cash and short term deposits

 2012

 2011

 

US$'000

US$'000

 

 

Cash at bank and on call

118,950

99,557

 

Short term deposits

72,747

82,269

 

191,697

181,826

 

 

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 1.42% (2011: 1.13%).

 

 

21. Trade and other payables

 2012

 2011

 

US$'000

US$'000

 

 

Investment property acquisition obligations

914

54

 

Trade and other payables

12,285

8,394

 

Construction payables

29,446

26,869

 

Advanced rentals

29,111

19,498

 

Tax payable

14,173

9,095

 

Head leases (note 25)

47

-

 

Other payables

6,973

6,667

 

92,949

70,577

 

 

22. Interest bearing loans and borrowings

 2012

 2011

 

US$'000

US$'000

 

Bank loans

 

Loans due for settlement within 12 months

121,936

95,607

 

Loans due for settlement after 12 months

645,121

465,638

 

767,057

561,245

 

 

The Group's borrowings have the following maturity profile:

 

On demand or within one year

121,936

95,607

 

In the second year

75,426

100,226

 

In the third to fifth years

438,648

252,609

 

After five years

131,047

112,803

 

767,057

561,245

 

 

The amounts above include unamortised loan origination costs of US$13.1 million (2011: US$11.7 million) and interest accruals of US$4.1 million (2011: US$2.3 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 2012

 Interest

 Maturity

 

 Rate %

 (years)

US$'000

 

Secured on:

 

Investment property and investment property under construction

7.3%

4.6

737,057

 

Unsecured

7.9%

7.7

30,000

 

767,057

 

As at 31 December 2011

 

 

Secured on:

 

Investment property and investment property under construction

7.15%

4.6

548,282

 

Inventory

2.50%

0.4

1,979

 

Cash

2.85%

0.1

10,984

 

561,245

 

 

The interest rates shown above are the weighted average all-in rates as at the balance sheet dates.

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

The Group entered into a new facility of US$129 million to acquire, and is secured upon, Pushkino Logistics Park (see note 38). The facility was fully drawn in the year, is for a 5 year term and has an effective cost to the Group of 5.85% over US LIBOR.

US$44 million was drawn from a US$47.5 million facility from ZAORaffieisen Bank secured upon the second phase of the Klimovsk project. This facility has a margin of 7% over US LIBOR and a 10 year term. The remaining undrawn balance is available until 24 April 2013.

The Group has completed and fully drawn an unsecured construction loan of US$30 million from DEG Bank. The facility has an 8 year term and a 7.9% margin over US LIBOR.

The Group also acquired Sholokhovo (see note 38), a logistics park in Moscow, which was purchased with a fully drawn stapled debt facility of US$ 21 million from ZAORaffieisen Bank. This facility has a remaining term of 9 years and a margin of 6.45% over US LIBOR.

The Group has also successfully extended the HSHNordbank facility secured on the Konstanta Project for a further two years at a margin of 6% over US LIBOR.

Finally, the Group has drawn a further US$38 million under the facility for the Shushari project and repaid in full the debt facilities secured on the Southern project, the cash backed facility provided by Royal Bank of Scotland International and the Barclays Bank facility secured on the Group's UK inventory. Repayments under these facilities totalled US$24.6 million.

At 31 December 2012 the Group had undrawn loan facilities available of US$3.5 million (2011: US$38 million).

The Group has entered into hedging arrangements in respect of its interest rate exposure (note 19). US$422 million (2011: US$335 million) of Group bank borrowings have been fixed with three years remaining (2011: three years) at a weighted average swap rate of 1.86% (2011: 2.38%) and US$225 million (2011: US$186 million) capped at 1.93% (2011: 2.69%) for three years (2011: four years). This gave a weighted average cost of debt to the Group of 7.3% (2011: 7.1%) at the year end.

 

 

23. Preference shares

 2012

 2011

 

US$'000

US$'000

 

Authorised share capital

 

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

5,981

5,981

 

 

 2012

 2011

 

 Number

 Number

 

Issued share capital:

 

At 1 January

145,036,942

144,357,156

 

Issued in the year

48,414,250

-

 

Purchased

(3,762,343)

(2,000,000)

 

Disposal

-

2,000,000

 

Scrip dividends

720,639

679,786

 

At 31 December

190,409,488

145,036,942

 

 

Shares in issue

194,171,831

145,036,942

 

Held by the Company's Employee Benefit Trusts

(3,762,343)

-

 

At 31 December

190,409,488

145,036,942

 

 

The Company has issued preference shares, which entitle the holders to a cumulative dividend of 12% based on a par value per share of £1.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 paripassu 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 29) 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 Group's 2012 Combined Bonus and Long Term Incentive Scheme, details of which are set out in the Company's Directors' Remuneration Report and note 32.In 2011 the trustees of one of the Company's Employee Benefit Trusts sold ordinary shares and acquired preference shares from an independent shareholder of Raven Russia. The trustees subsequently sold the preference shares. Following this the Company moved the preference shares from AIM to the Official List of the London Stock Exchange.

 

 

24. Provisions

 

 

Provisions and trade and other receivables (note 18) reflect the ongoing litigation in Toros, the subsidiary company that owns the Pushkino project, the defence of which is being conducted by the previous owner and for which the Group is indemnified. Details of this case and the indemnity were given in the shareholder circular issued on 1 May 2012 and the claim is for Roubles 827.4 million plus interest.

 

 

25. Other payables

 2012

 2011

 

US$'000

US$'000

 

 

Investment property acquisition obligations

2,929

2,929

 

Rent deposits

25,346

14,833

 

Head leases

9,928

-

 

Other payables

2,085

590

 

40,288

18,352

 

 

During the year the Group acquired 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$30.6 million and have a present value at 31 December 2012 of US$9.975 million.

 

 

26. Deferred tax

 

 Tax losses

 Other

 Total

 

(a) Deferred tax assets

US$'000

US$'000

US$'000

 

 

Balance at 1 January 2011

61,020

199

61,219

 

Effect of foreign exchange rate changes

(3,247)

-

(3,247)

 

On disposal of SPV

(359)

-

(359)

 

Charge to income

(1,394)

(99)

(1,493)

 

Credit to equity

1,874

-

1,874

 

Balance at 31 December 2011

57,894

100

57,994

 

Effect of foreign exchange rate changes

3,291

-

3,291

 

On acquisition of SPV

1

-

1

 

Charge to income

(8,477)

(100)

(8,577)

 

Balance at 31 December 2012

52,709

-

52,709

 

 

The Group has tax losses in Russia of US$232 million (2011: US$237 million) and tax losses in the UK of US$123 million (2011: US$110 million) for which deferred tax assets have not been recognised. The losses in Russia expire in 10 years (2011: 10 years) whilst the UK losses do not have an expiry date.Amounts credited to equity arise on the translation of loans, which comprise part of the net investment of the Group in foreign entities.

 

 

 Accelerated

 Revaluation

 

 tax

 of investment

 

 allowances

 property

 Total

 

(b) Deferred tax liabilities

US$'000

US$'000

US$'000

 

 

Balance at 1 January 2011

16,158

20,556

36,714

 

Effect of foreign exchange rate changes

(1,620)

-

(1,620)

 

On disposal of SPV

(783)

-

(783)

 

Charge to income

11,881

23,370

35,251

 

Balance at 31 December 2011

25,636

43,926

69,562

 

Effect of foreign exchange rate changes

1,516

-

1,516

 

Charge to income

7,146

13,790

20,936

 

Balance at 31 December 2012

34,298

57,716

92,014

 

 

27. Share capital

 2012

 2011

 

US$'000

US$'000

 

Authorised ordinary share capital

 

1,500,000,000 (2011: 1,500,000,000) ordinary shares of 1p each

27,469

27,469

 

 

Issued share capital

 

At 1 January

11,208

10,196

 

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

155

1,012

 

Cancelled under tender offers (note 10)

(232)

-

 

At 31 December

11,131

11,208

 

 

 2012

 2011

 

 Number

 Number

 

Issued share capital:

 

At 1 January

594,093,554

530,273,204

 

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

9,690,567

63,820,350

 

Cancelled under tender offers (note 10)

(14,435,072)

-

 

At 31 December

589,349,049

594,093,554

 

 

Of the authorised ordinary share capital at 31 December 2012, 28,140,153 (2011: 37,830,720) are reserved for warrants.Details of own shares held are given in note 29.

 

 

28. Warrants

 2012

 2011

 

 Number

 Number

 

 

At 1 January

37,830,720

101,651,070

 

Exercised in the year (note 27)

(9,690,567)

(63,820,350)

 

At 31 December

28,140,153

37,830,720

 

 

 2012

 2011

 

US$'000

US$'000

 

 

At 1 January

1,985

6,033

 

Exercised in the year (note 27)

(618)

(4,048)

 

At 31 December

1,367

1,985

 

 

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.In the period since 31 December 2012 199 warrants have been exercised.

 

 

29. Own shares held

 2012

 2011

 

 Number

 Number

 

 

At 1 January

26,921,176

28,400,054

 

Acquired under a tender offer

12,858,824

4,406,122

 

Other acquistions

82,535

5,185,054

 

Disposal

(8,196,721)

(4,035,054)

 

Cancelled

(431,410)

-

 

Allocation to satisfy bonus awards (note 32c)

(4,185,000)

(4,585,000)

 

Allocation to satisfy ERS options exercised (note 32a)

(1,225,000)

(2,450,000)

 

Allocation to satisfy LTIP options exercised (note 32a)

(266,667)

-

 

At 31 December

25,557,737

26,921,176

 

 

 2012

 2011

 

US$'000

US$'000

 

 

At 1 January

(16,222)

(12,241)

 

Acquired under a tender offer

(13,928)

(4,019)

 

Other acquistions

(132)

(4,733)

 

Disposal

3,533

1,739

 

Cancelled

186

-

 

Allocation to satisfy bonus awards (note 32c)

1,804

1,976

 

Allocation to satisfy ERS options exercised (note 32a)

528

1,056

 

Allocation to satisfy LTIP options exercised (note 32a)

86

-

 

At 31 December

(24,145)

(16,222)

 

 

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. Details of outstanding ERS and LTIP options, which are vested but unexercised, are given in note 32a.The disposal in the year relates to the share transactions undertaken by one of the Company's Employee Benefit Trusts more fully explained in note 23. The disposal and other acquisition in 2011 also related to share transactions undertaken by one of the Company's Employee Benefit Trusts and the circumstances surrounding the disposal are more fully explained in note 23.

 

 

30. Equity

 

 

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

 

 

Component

 Description and purpose

 

Share capital

 The amount subscribed for ordinary share capital at nominal value.

 

Share premium

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

 

Warrants

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

 

Own shares held

 The cost to the Company of acquiring the own shares held by the Company and its subsidiary

 

 undertakings or Employee Benefit Trusts.

 

Special reserve

 During 2005 and 2006 the Company applied to the Royal Court of Guernsey to reduce its share

 

 capital by cancellation of its share premium at that time and creation of a special reserve, which

 

 is an additional distributable reserve to be used for all purposes permitted under Guernsey

 

 Company law, including buy back of shares and the payment of dividends.

 

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.

 

 

31. Net asset value per share

 2012

 2011

 

US$'000

US$'000

 

 

Net asset value

688,962

668,760

 

Goodwill

(13,615)

(13,475)

 

Deferred tax on revaluation gains (note 26b)

57,716

43,926

 

Unrealised foreign exchange losses on preference shares

17,863

7,895

 

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

8,682

5,552

 

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

(4,211)

2,200

 

Adjusted net asset value

755,397

714,858

 

Assuming exercise of all dilutive potential ordinary shares

 

 - Listed warrants (note 28)

11,435

14,698

 

 - ERS (note 32)

-

-

 

 - LTIP (note 32)

3,568

3,515

 

Adjusted fully diluted net asset value

770,400

733,071

 

 

Number of ordinary shares (note 27)

589,349,049

594,093,554

 

Less own shares held (note 29)

(25,557,737)

(26,921,176)

 

563,791,312

567,172,378

 

Assuming exercise of all dilutive potential ordinary shares

 

 - Listed warrants (note 28)

28,140,153

37,830,720

 

 - ERS (note 32)

1,325,000

2,550,000

 

 - LTIP (note 32)

8,779,279

9,045,946

 

 - CBLTIS (note 32)

14,303,279

-

 

Number of ordinary shares assuming exercise of all potential

 

ordinary shares

616,339,023

616,599,044

 

 

 2012

 2011

 

 US$

 US$

 

Net asset value per share

1.22

1.18

 

Fully diluted net asset value per share

1.14

1.11

 

Adjusted net asset value per share

1.34

1.26

 

Adjusted fully diluted net asset value per share

1.25

1.19

 

 

As the preference shares are considered to be capital for capital risk management (see note 35d) unrealised foreign exchange movements on these have been adjusted when calculating adjusted NAV per share.

 

 

32. 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 tranche vested in full on 24 March 2012. 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 the year 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 explained in the Remuneration Report. Awards in respect of ordinary shares are accounted 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.The Company also made an award of 4.2 million (2011: 4.6 million) ordinary shares to satisfy bonuses to the Executive Directors and senior management.

 

 

(a) Movements in Executive Share Option Schemes

 2012

 2011

 

 Weighted

 Weighted

 

 average

 average

 

 No of

 exercise

 No of

 exercise

 

 options

 price

 options

 price

 

 

Outstanding at the beginning of the period

11,595,946

20p

14,245,946

16p

 

Lapsed during the year

 

 - LTIP

-

(200,000)

25p

 

Exercised during the year

 

 - ERS

(1,225,000)

0p

(2,450,000)

0p

 

 - LTIP

(266,667)

25p

-

25p

 

Outstanding at the end of the period

10,104,279

20p

11,595,946

20p

 

 

Represented by:

 

 - ERS

1,325,000

2,550,000

 

 - LTIP

8,779,279

9,045,946

 

10,104,279

11,595,946

 

 

Exercisable at the end of the period

4,073,648

17p

2,550,000

0p

 

 

The weighted average remaining contractual life of options was 5 years (2011: 6 years).

 

 

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

 

 2012

 2011

 

 No of award

 No of award

 

 shares

 shares

 

 

Awards of Ordinary shares:

 

 - Outstanding at the beginning of the period

-

-

 

 - Granted during the year

14,303,279

-

 

 - Lapsed during the year

-

-

 

 - Vested during the year

-

-

 

 - Outstanding at the end of the period

14,303,279

-

 

 

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

 

 2012

 2011

 

 No of award

 No of award

 

 shares

 shares

 

Awards of Preference shares:

 

 - Outstanding at the beginning of the period

-

-

 

 - Granted during the year

3,731,343

-

 

 - Lapsed during the year

-

-

 

 - Vested during the year

-

-

 

 - Outstanding at the end of the period

3,731,343

-

 

 

 2012

 2011

 

(c) Income Statement charge for the year

US$'000

US$'000

 

 

Expense attributable to ERS and LTIP awards in prior periods

525

1,358

 

Bonus awards in the year

3,879

4,741

 

Combined Bonus and Long Term Incentive Scheme awards 2012 to 2014

12,205

-

 

16,609

6,099

 

 

To be satisfied by allocation of:

 

Ordinary shares (IFRS 2 expense)

12,437

6,099

 

Preference shares (IAS 19 expense)

4,172

-

 

16,609

6,099

 

 

33. Capital commitments

The Group has commited to fund the construction of certain additional investment property. At 31 December 2012, US$ 28.2 million of funding was required (2011: US$4.4 million), excluding VAT.

 

 

34. Related party transactions

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Further disclosures concerning transactions with the Company's directors are made in the Remuneration Report and note 6.

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

As set out in note 23, 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 paripassu 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 consititutes a smaller related party transaction under the UKLA's Listing Rules.

 

Transactions, arrangements and agreements involving key management personnel

There are no loan balances with directors. In 2011 the Group advanced a loan of £1.2 million to one of the Group's key management personnel. The loan, which bore interest at a commercial rate and was secured by a first legal charge over a UK property, was repaid during the year.

MourantOzannes

David Moore was a partner of MourantOzannes, Advocates and Notaries Public. MourantOzannes provided independent legal advice to the Group. Total legal fees paid to MourantOzannes during the year amounted to £nil (2011: £18,877).

 

 

Remuneration of Directors and other key management personnel

 2012

 2011

 

US$'000

US$'000

 

 

Short term employee benefits

5,826

4,430

 

Post employment benefits

294

278

 

Share-based payments and other long term incentives

15,736

5,839

 

21,856

10,547

 

 

35. Financial instruments - risk management

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

 

Derivative financial instruments

627

3,651

-

-

4,278

 

Current assets

 

Trade receivables

24,036

2,249

4,418

-

30,702

 

Loans receivable

-

-

64

-

64

 

Derivative financial instruments

0

960

-

-

960

 

Other current receivables

41,315

343

620

8

42,286

 

Cash and short term deposits

78,774

51,578

60,776

569

191,697

 

144,751

60,368

65,881

578

271,578

 

 

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

-

2,085

 

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

 

801,990

333,851

30,954

312

1,167,107

 

 

 Russian

 

As at 31 December 2011

 US Dollar

 Sterling

 Rouble

 Other

 Total

 

US$'000

US$'000

US$'000

US$'000

US$'000

 

Non-current assets

 

Loans receivable

-

-

4

-

4

 

Derivative financial instruments

1,216

-

-

-

1,216

 

Current assets

-

 

Trade receivables

16,836

1,284

3,728

-

21,848

 

Loans receivable

-

2,411

72

-

2,483

 

Derivative financial instruments

-

-

-

-

-

 

Other current receivables

989

2,101

183

4

3,277

 

Cash and short term deposits

119,053

30,519

31,732

522

181,826

 

138,094

36,315

35,719

526

210,654

 

 

Non-current liabilities

 

Interest bearing loans and borrowings

465,638

-

-

-

465,638

 

Preference shares

-

218,206

-

-

218,206

 

Derivative financial instruments

8,968

-

-

-

8,968

 

Rent deposits

12,162

-

2,228

443

14,833

 

Investment property acquisition obligations

2,929

-

-

-

2,929

 

Retentions under construction contracts

-

-

-

-

-

 

Other payables

-

-

590

-

590

 

Current liabilities

-

 

Interest bearing loans and borrowings

82,637

12,970

-

-

95,607

 

Derivative financial instruments

-

-

-

-

-

 

Other payables

-

5,939

27,575

22

33,536

 

572,334

237,115

30,393

465

840,307

 

 

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 aproject 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:

 

 

 2012

 2011

 

Post tax profit or loss would change by:

US$'000

US$'000

 

 

Russian Rouble

869

296

 

Sterling

3,230

3,513

 

 

Net asset value would change by:

 

 

Russian Rouble

641

196

 

Sterling

24,184

20,481

 

 

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 liablities 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 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

-

-

-

 

 

 Russian

 

As at 31 December 2011

 US Dollar

 Sterling

 Rouble

 Other

 

US$'000

US$'000

US$'000

US$'000

 

Current assets

 

Trade receivables

2,623

-

-

-

 

Cash and short term deposits

70,585

-

-

115

 

73,208

-

-

115

 

 

The Group's interest rate risk arises from long-term borrowings (note 22), which include preference shares issued (note 23). 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 asa 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$8.7 million at 31 December 2012 (2011: loss of US$5.5 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$600,000 (2011: US$400,000). 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$1.9 million (2011: US$0.9 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.

 

 

 2012

 2011

 

US$'000

US$'000

 

 

At 1 January

377

377

 

Charge for the year

1,593

-

 

Utilised in the year

-

-

 

Unused amounts reversed

-

-

 

At 31 December

1,970

377

 

 

At 31 December 2012 there were no significant amounts of trade receivables that were past due for collection (2011: US$ nil).

The Group has VAT recoverable of US$14 million (2011: US$15.4 million). The timing of recovery of these balances is subject to future revenue receipts and application to the Russian Courts. The Group forecasts the recovery of these balances based upon the timing of future revenue receipts and its experience of successful application to the Russian Courts. No balances are considered past due or impaired at 31 December 2012 (2011: US$ 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 alljurisdictions 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 2012

 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

1,025,989

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

 

 

1,471,573

250,540

168,713

684,713

367,606

 

 

 

 

As at 31 December 2011

 

 

 

 

Interest bearing loans and borrowings

721,504

134,597

131,638

327,726

127,543

 

 

Preference shares

269,214

26,921

26,921

80,764

134,607

 

 

Derivative financial instruments

8,968

-

-

6,768

2,200

 

 

Trade and other payables

51,888

51,888

-

-

 

 

835,732

190,986

210,858

231,671

202,217

 

 

 

 

Details of the interest rates applicable to the Group's long term borrowings and preference shares are given in notes 22 and 23. 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.

 

 

 

 

 2012

 2011

 

 

 Carrying

 Fair

 Carrying

 Fair

 

 

 Value

 Value

 Value

 Value

 

 

US$'000

US$'000

US$'000

US$'000

 

 

Non-current assets

 

 

Loans receivable

1,591

1,501

4

4

 

 

Derivative financial instruments

4,278

4,278

1,216

1,216

 

 

 

 

Current assets

 

 

Trade receivables

30,702

30,702

21,848

21,848

 

 

Loans receivable

64

64

2,483

2,483

 

 

Other current receivables

42,286

42,286

3,277

3,277

 

 

Derivative financial instruments

960

960

-

-

 

 

Cash and short term deposits

191,697

191,697

181,826

181,826

 

 

 

 

Non-current liabilities

 

 

Interest bearing loans and borrowings

645,121

496,333

465,638

356,157

 

 

Preference shares

325,875

452,965

218,206

291,444

 

 

Derivative financial instruments

9,103

9,103

8,968

8,968

 

 

Rent deposits

25,346

19,386

14,833

14,833

 

 

Investment property acquisition obligations

2,929

2,929

2,929

2,929

 

 

Other payables

2,085

2,085

590

590

 

 

 

 

Current liabilities

 

 

Interest bearing loans and borrowings

121,936

121,936

95,607

95,607

 

 

Derivative financial instruments

606

606

-

-

 

 

Other payables

36,467

36,467

33,536

33,536

 

 

 

 

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.Fair value hierarchy

The following table shows an analysis of the fair values of financial instruments recognised in the balance sheet by level of the fair value hierarchy*:

 

 

 Total Fair

 

 

 Level 1

 Level 2

 Level 3

 Value

 

 

As at 31 December 2012

US$'000

US$'000

US$'000

US$'000

 

 

 

 

Assets measured at fair value

 

 

Derivative financial instruments

-

5,238

-

5,238

 

 

 

 

Liabilities measured at fair value

 

 

Derivative financial instruments

-

9,709

-

9,709

 

 

 

 

As at 31 December 2011

 

 

 

 

Assets measured at fair value

 

 

Derivative financial instruments

-

1,216

-

1,216

 

 

 

 

Liabilities measured at fair value

 

 

Derivative financial instruments

-

8,968

-

8,968

 

 

 

 

* 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

 

 

 

 

(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.

 

 

 

 

 2012

 2011

 

 

US$'000

US$'000

 

 

 

 

Non-current liabilities

776,598

562,520

 

 

Current liabilities

215,444

166,184

 

 

Total borrowings

992,042

728,704

 

 

Less: cash and short term deposits

191,697

181,826

 

 

Net debt

800,345

546,878

 

 

 

 

Equity

688,962

668,760

 

 

Preference shares

325,875

218,206

 

 

Total capital

1,815,182

1,433,844

 

 

 

 

Gearing ratio

44.09%

38.14%

 

 

 

 

36. Subsequent eventsDetails of post year end warrant exercises are set out in note 28.

 

 

 

37. Operating lease arrangementsThe 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:-

 

 

 

 

 2012

 2011

 

 

US$'000

US$'000

 

 

 

 

 Within one year

153,873

97,564

 

 

 In the second year

156,256

98,846

 

 

 In the third to fifth year (inclusive)

347,955

250,998

 

 

 After five years

177,993

132,420

 

 

836,077

579,828

 

 

38. Acquisitions in the year

The Group made three acquisitions in the 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 finalisation of a completion balance sheet and was partially funded by a US$129 million debt facility (see note 22), with the remainder funded out of the net proceeds of the placing and open offer of new preference shares (see note 23). 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
 
 
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