31st May 2012 07:00
Treveria plc
("Treveria", the "Group" or the "Company")
Treveria plc (AIM: TRV), the German retail focused real estate investment company, today announces its results for the year ended 31 December 2011.
Financial Highlights:
§ Reported loss before tax of €14.7 million (2010: profit €143.0 million), and a profit of €5.8 million (2010: €5.0 million) on an adjusted basis**
§ Adjusted* net asset value per share of 48.9c (2010: 54.0c)
§ Basic and adjusted** EPS were loss of 2.1c and profit of 1.0c respectively (2010: profit of 21.6c and profit of 0.8c)
§ Cash balance at the parent company level of €33.3 million (2010: €49.2 million)
§ Total value of portfolio €1.33 billion (2010: €1.37 billion on a like-for-like basis)
Operational Highlights:
§ Property sales of €57 million during 2011 (2010: €14.3 million), of which €23.8 million legally completed and accounted for in the financial statements giving rise to a profit before tax of €0.6 million (2010: €1.5 million) after costs
§ 233 new leases secured during 2011 generating annual rent of €15.3 million (2010: 299 leases, €14.5 million). The newly let area amounts to a surface area of 146,000 sqm, wherein 130,000 sqm are defined as retail space (2010: 125,000 sqm)
§ Void rate of 13.8% compared with 14.6% in 2010, of which around 33.0% is attributable to properties currently in redevelopment programs that are expected to be let within 18 months
§ Gross rental income ("GRI") on managed properties was €95.1 million (2010: €124.3 million***), with net rental income ("NRI") of €74.8 million (2010: €94.4 million)
§ Irrecoverable service charge expenditure on managed properties represented 6.3% of gross rents compared with 7.4% in 2010
* excludes deferred tax and derivative financial instruments
**excludes the profit from disposal of investment properties, revaluation surplus/deficit, RETT provision, change in fair value of derivative financial instruments and gain on derecognition of subsidiaries
*** in 2010 Treveria reported €124.3 million including Silo C which was derecognised during the year 2010 without Silo C the GRI was €100.5 million.
For further information:
Treveria plc Eitan Milgram (Acting Chairman)
| via IOMA
|
Treveria Asset Management Christoph Maichel
| +49 (0) 69 / 247 53 19 - 0 |
Singer Capital Markets (NOMAD) James Maxwell/Nick Donavan
| +44 (0)20 3205 7500 |
IOMA Funds & Investment Management Ltd. (Administrator) Graham Smith | +44 (0)1624 681250 |
CHAIRMAN'S STATEMENT
During 2011 and in the first part of 2012, our focus has been on setting in motion a sales programme in order to deleverage the portfolio and to create opportunities for the return of cash to shareholders. At the same time we have been actively managing short-term financial debt, seeking to extend maturities and renegotiate terms with lenders. All lending facilities are due to mature in the second half of 2012, and four out of our six silos are in breach of loan-to-value covenants. In addition, the Group continued restructuring its operations. We believe our cost-cutting measures will result in a leaner, nimbler, more efficient business, and we plan to continue working actively to cut costs at all levels of our corporate structure.
Revaluation and net asset value
We report in these Financial Statements a small decline in the portfolio value from €1.37 billion at the end of 2010 (excluding properties sold during 2011 and additional investments in existing properties) to €1.33 billion at the end of 2011. Whereas in 2010 the Group's property portfolio was valued by DTZ Debenham Tie Leung Limited, in 2011, after a careful review of its options, we decided to ask our subsidiary, Treveria Asset Management (TAM), to provide regular valuations of our property portfolio going forward. The Board believes that TAM not only represents the most cost efficient option, but that their expertise and intimate knowledge of the unique characteristics of each of our properties should also result in insightful and nuanced valuations. This represents a change to the intended approach for the year-end as described in the half-year results. However, the Board has satisfied itself that the TAM valuation exercise was carried out in a professional manner, using the same techniques and principles as an independent valuer would have applied. Where possible, the values have been validated against sales transactions either completed or in the pipeline since the year-end.
The adjusted net asset value per share of the Group was €48.9c as of 31 December 31 2011 compared with €54.0c as of 31 December 2010.
Finance and banking
As mentioned earlier, we have been diligently seeking to secure the long term lending arrangements for each silo.
Silo D (Deutsche Bank/Citigroup; loan €211.2 million; securitised)
On 19 July 2011, management reached an agreement with its lenders to extend the maturity date on the Silo D loan facility to 20 July 2012 and to waive any hard breaches of loan-to-value and debt service cover ratio covenants until the new maturity date. We have requested further extensions on terms that are acceptable to Treveria, and are selectively marketing properties for sale.
Silo E (ABN Amro; loan €418.1 million; securitised)
On 7 October 2011, an agreement was reached with Hatfield Philips Limited, the acting Servicer for Silo E's lenders, to extend the Final Maturity Date of the loan until 15 July 2012. We have requested further extensions on terms that are acceptable to Treveria, and are selectively marketing properties for sale.
Silo G (J P Morgan; loan €43.7 million; syndicated loan)
The Silo G loan is performing in accordance with the loan agreement with the lender. The loan matures on 19 November 2012. The sales process for many properties in Silo G is well advanced, and if successful this will enable us to repay the loan and create surplus cash. Silo G is not cash trapped.
Silo J (properties free of any mortgage or charge)
Silo J, which contains eight properties valued at €3.9 million, is free of any mortgage or charge.
Silo F/K (Eurohypo; loan €423.8 million; sole lender)
The Silo F/K loan is set to mature on 25 July 2012. The Directors are trying to extend the existing loan or to seek refinancing. Should the lender, Eurohypo, foreclose on Silo F/K or fail to extend the existing loan, the value of the portfolio will be significantly impaired with significant losses to Eurohypo. We are hopeful that Eurohypo will work closely with us to find a solution that is acceptable to all stakeholders.
Other developments
The German tax authorities declined Treveria Holdings Limited request for RETT (Real Estate Transfer Tax) relief. An appeal has been filed. We understand the current estimate of the RETT claim against Treveria Holdings Limited to be in the range of €39.9 million. Since Treveria plc has advanced loans in the amount of €646.1 million to Treveria Holdings, we have received advice that any cash at Treveria Holdings would be split 94.2% and 5.8% between Treveria plc and the German tax authorities, respectively, according to the pari passu principle. We are working closely with the German tax authorities to the fullest extent possible in order arrive at a solution to the RETT claim that is acceptable to all parties.
Board and management
In February 2012, David Parnell and Christopher Lovell resigned and Graham Smith was appointed as a non-executive director. Graham Smith is an executive director of IOMA Fund and Investment Management Limited, the Company's administrator since November 2010. Philip Scales, who is also an executive director of IOMA Fund and Investment Management Limited, has been appointed as company secretary to the Company in succession to David Parnell. I would like to thank David and Christopher very much for all their past assistance and guidance. Both men were appointed to the Board when the Company was first launched in December 2005. We wish them every success for the future.
In April 2012, Rolf Elgeti and Nicholas Cournoyeur also resigned. Their contribution will be missed. We were very pleased to be able to appoint David Malpica in May 2012. He brings with him a wealth of experience in real estate, including distressed situations.
Eitan Milgram
Acting Chairman
30 May 2012
ASSET MANAGER'S REVIEW
Portfolio performance
As of 31 December 2011, Treveria Asset Management (TAM), a wholly owned subsidiary of Treveria plc, provided asset management services to over 369 properties with approximately 1.1 million square metres of total lettable space. Over the past year, we were able to secure or extend 233 leases representing annual rent of €15.3 million with both new and existing tenants.
As part of our drive to decrease expenses, we closed our office in Munich and flattened our organization. We now operate solely out of Frankfurt, Hamburg and Düsseldorf.
Some of our major achievements include new contracts with TK MAXX (Saarbrücken), MediaMarkt (Wilhelmshaven), Mayersche Buchhandlung (Bochum) and Conti-Park (Dortmund). We also finalized new leases with well-known German retail chains such as Deichmann, Takko, Reno, and Adler, as well as with international retailers such as Cotton On and Body Shop. As a result of our asset management efforts, vacancy decreased from 14.7% of total lettable space as of 31 December 2010 to 13.8% as of 31 December 2011.
We arranged for the sale of twelve properties for a gross consideration to Treveria of €57 million. We did not acquire or enter into any new contracts to acquire property for Treveria plc in 2011.
In January 2012, we decided to terminate the contract of Thomas Laemmerhirt, our former CFO. Bernhard Fuhrmann, who took over as our interim CEO in 2011, resigned in February 2012. In his succession, the Company appointed me as CEO effective February 2012. I have been given a mandate to ensure that we achieve profitability as a standalone entity.
Given our considerable infrastructure, the high quality of our employees, and our existing agreements with Treveria plc's silos, we believe that we are well positioned to win additional asset management mandates and to transform TAM into a viable asset management platform. We are currently positioning ourselves as the asset manager of choice for several large portfolios in Germany that we believe will need our services.
Christoph Maichel
Treveria Asset Management GmbH
30 May 2012
Directors' Report
The Directors submit their report with the audited financial statements for the year ended 31 December 2011. A review of the Group's business and results for the year is contained in the Chairman's statement, which should be read in conjunction with this report.
Business of the Group
Treveria plc is the Group holding company. The principal activity of its operating subsidiaries is the business of investing in and managing German commercial real estate, with a primary focus on retail assets.
Results for the year and dividends
The results are set out in the Statement of comprehensive income on page [•].
The total comprehensive loss attributable to the equity holders of the parent company for the year was €13,056,000 (2010: income of €131,342,000). During the year, the Company did not pay any dividend (2010: €24,234,000) resulting in €13,056,000 being charged (2010: €107,108,000 being retained) and transferred to reserves.
The Board decided that there would be no interim dividend (2010: €nil) and the Directors now recommend no payment of a final dividend (2010: €nil) for the year ended 31 December 2011.
Directors
The Directors who held office during the year and to the date of this report were:
Date of appointment or resignation (if during period under review) | |
Eitan Milgram (Acting Chairman since 19 April 2012) | |
Jeffrey Strong | |
Rolf Elgeti (Chairman to date of resignation) | resigned on 17 April 2012 |
Nicholas Cournoyer | resigned on 18 April 2012 |
Christopher H Lovell | resigned on 8 February 2012 |
David Parnell | resigned on 8 February 2012 |
Josef (Yossi) Raucher | resigned on 20 January 2011 |
Graham Smith | appointed on 8 February 2012 |
David Malpica | appointed on 15 May 2012 |
All of the directors are non-executive.
Directors' interests
Eitan Milgram is a Portfolio Manager and Executive Vice President at Weiss Asset Management LP which manages, independently, Brookdale International Partners LP and Brookdale Global Opportunity Fund, both of which hold an interest in the shares in the Company as shown under "Substantial Shareholders". Josef (Yossi) Raucher is an investment professional at Weiss Asset Management LP.
Nicholas Cournoyer, is a Partner in Montpelier Investment Management LLP which holds an interest in the shares in the Company as shown under "Substantial Shareholders"
Jeffrey Strong is a senior investment professional at QVT Financial LP which holds an interest in the shares in the Company as shown under "Substantial Shareholders".
None of the other Directors listed above had an interest in the share capital of the Company in the year ended 31 December 2011 (2010: €nil).
Substantial shareholders
At the date of this report, the following shareholders had substantial interests in the issued share capital of the Company:
Number of | % of | |
ordinary shares | issued share capital | |
Shareholder | in which interested | of the Company |
Montpelier Investment Management LLP | 129,209,736 | 21.36 |
Brookdale International Partners LP | 118,464,824 | 19.58 |
QVT Financial LP | 61,705,605 | 10.20 |
Brookdale Global Opportunity Fund | 57,021,352 | 9.42 |
LCF Edmond De Rothschild | 48,911,200 | 8.08 |
Taube Hodson Stonex Partners LLP | 29,428,997 | 4.86 |
Alpine Woods Capital Investors LLC | 23,978,899 | 3.96 |
Brookdale International Partners LP and Brookdale Global Opportunity Fund are independent funds managed by Weiss Asset Management LP.
Treasury operations and financial instruments
The Group's policy in relation to financial risk management and use of financial instruments is set out in note 21 to the financial statements.
Auditors and disclosure of information to auditors
So far as the Directors are aware, there is no relevant audit information of which the auditors are unaware and each Director has taken all reasonable steps to make himself aware of any relevant audit information and to establish that the auditors are aware of that information.
By order of the Board
Philip Scales
Company Secretary30 May 2012
Statement of Directors' responsibilities
in respect of the Directors report and the financial statements
The Directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year, which meet the requirements of Isle of Man company law. In addition, the Directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards.
The financial statements are required by law to give a true and fair view of the state of affairs of the Group and the Parent Company and of the profit or loss of the Group and the Parent Company for that period.
In preparing these 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 they have been prepared in accordance with International Financial Reporting Standards; and
·; prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the Parent Company will continue in business.
The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that its financial statements comply with the Companies Acts 1931 to 2004. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation governing the preparation and dissemination of financial statements may differ from one jurisdiction to another.
Independent auditors' report
To the members of Treveria plc
We have audited the financials of Treveria plc for the year ended 31 December 2011 which comprise the Consolidated and the Company Statements of Comprehensive Income, the Consolidated and the Company Statements of Financial Position, the Consolidated and the Company Statements of Cash Flows and the Consolidated and the Company Statements of Changes in Equity and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRS).
This report is made solely to the Company's members, as a body, in accordance with Section 15 of the Companies Act 1982. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of Directors and auditors
As explained more fully in the Statement of Directors' responsibilities set out on page [•], the Directors are responsible for the preparation of financial statements that give a true and fair view. Our responsibility is to audit, and express an opinion on, the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Group's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the financial statements.
Opinion on the financial statements
In our opinion the financial statements:
·; give a true and fair view of the state of the Group's and the Company's affairs as at 31 December 2011 and of the Group's and the Company's loss for the year then ended;
·; have been properly prepared in accordance with IFRS; and
·; have been properly prepared in accordance with the provisions of Companies Acts 1931 to 2004.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Acts 1931 to 2004 require us to report to you if, in our opinion:
·; proper books of account have not been kept by the Company and proper returns adequate for our audit have not been received from branches not visited by us;
·; the Company's Statement of comprehensive income and Statement of financial position are not in agreement with the books of account and returns;
·; certain disclosures of Directors' remuneration specified by law are not made; or
·; we have not received all the information and explanations we require for our audit.
Emphasis of matter - negotiations with lenders
In forming our opinion on the financial statements, which is not qualified, we have considered the adequacy of the disclosures made in note 2 to the financial statements concerning the possible outcome of on-going negotiations with the lenders to the Group. The outcome of such negotiations is uncertain, leading to the risk that one or more lenders could enforce their security against the Group. Whilst this would not affect the ability of the Group to continue as a going concern, it could have a significant potential impact on the classification and valuation of the relevant property assets included in the Group Statement of Financial Position at 31 December 2011 and hence on the reported loss of the Group for the year then ended. However, the ultimate outcome of this matter cannot be presently determined and therefore no adjustment has been made in the financial statements to reflect this matter.
KPMG Audit LLC
Chartered Accountants
Heritage Court
41 Athol Street
Douglas
Isle of Man IM99 1HN
30 May 2012
Statements of comprehensive income
for the year ended 31 December 2011
Group | Company | ||||||
Year ended | Year ended | Year ended | Year ended |
| |||
31 December | 31 December | 31 December | 31 December |
| |||
2011 | 2010 | 2011 | 2010 |
| |||
Note | €000 | €000 | €000 | €000 |
| ||
Gross rental income | 95,138 | 124,324 | - | - |
| ||
Direct costs | 6 | (20,317) | (29,883) | (279) | (303) |
| |
Net rental income | 74,821 | 94,441 | (279) | (303) |
| ||
Profit from disposal of investment properties | 562 | 1,486 | - | - |
| ||
(Deficit)/surplus on revaluation of investment properties |
12 |
(37,747) |
73,529 |
- |
- |
| |
RETT provision no longer required (net of related expenses) |
18 |
- |
37,417 |
- |
- |
| |
Other income | 5 | - | 30 | - |
| ||
Write (down)/back of amounts due from subsidiaries |
28 |
- |
- |
(12,321) |
136,033 |
| |
Administrative expenses | 6 | (11,781) | (12,414) | (909) | (2,080) |
| |
Operating profit/(loss) | 25,860 | 194,459 | (13,479) | 133,650 |
| ||
Finance revenue | 8 | 423 | 986 | 423 | 578 |
| |
Finance expense | 8 | (55,245) | (77,531) | - | - |
| |
Change in fair value of derivative financial instruments |
22 |
14,280 |
1,945 |
- |
- |
| |
Gain on derecognition of subsidiaries | - | 23,140 | - | - |
| ||
(Loss)/profit before tax | (14,682) | 142,999 | (13,056) | 134,228 |
| ||
Income tax credit/(charge) | 9 | 1,676 | (11,601) | - | - |
| |
(Loss)/profit for the year | (13,006) | 131,398 | (13,056) | 134,228 |
| ||
(Loss)/profit attributable to: |
| ||||||
Equity holders of the parent company | (13,006) | 131,273 | (13,056) | 134,228 |
| ||
Non-controlling interests | - | 125 | - | - |
| ||
(Loss)/profit for the year | (13,006) | 131,398 | (13,056) | 134,228 |
| ||
Other comprehensive income |
| ||||||
Foreign exchange translation differences | (50) | 69 | - | - |
| ||
Other comprehensive profit for the year | (50) | 69 | - | - |
| ||
Total comprehensive (loss)/income for the year |
(13,056) |
131,467 |
(13,056) |
134,228 |
| ||
Total comprehensive (loss)/income attributable to: |
| ||||||
Equity holders of the parent company | (13,056) | 131,342 | (13,056) | 134,228 |
| ||
Non-controlling interests | - | 125 | - | - |
| ||
Total comprehensive (loss)/income for the year |
(13,056) |
131,467 |
(13,056) |
134,228 |
| ||
(Loss)/earnings per share |
| ||||||
Basic (loss)/earnings for the year attributable to ordinary equity holders of the parent company |
10 |
(2.14)c |
21.64c |
| |||
Diluted (loss)/earnings for the year attributable to ordinary equity holders of the parent company |
10 |
(2.14)c |
21.61c |
| |||
Dividends of €nil (2010: €24,234,000) were paid during the year (see note 26).
Statements of financial position
As at 31 December 2011
Group | Company | |||||
2011 | 2010 | 2011 | 2010 | |||
Note | €000 | €000 | €000 | €000 | ||
Non-current assets | ||||||
Investment properties | 12 | 1,324,691 | 1,412,070 | - | - | |
Fixed assets | 209 | 274 | - | - | ||
Investments in subsidiaries | 13 | - | - | 250 | 250 | |
Amounts due from subsidiaries | 28 | - | - | 237,854 | 235,914 | |
Total non-current assets | 1,324,900 | 1,412,344 | 238,104 | 236,164 | ||
Investment property held for disposal | 14 | 38,865 | 5,780 | - | - | |
Current assets | ||||||
Trade and other receivables | 15 | 11,184 | 13,639 | 24 | 20 | |
Prepayments | 3,024 | 2,768 | 37 | - | ||
Cash and short-term deposits | 16 | 65,943 | 79,393 | 33,323 | 49,154 | |
Total current assets | 80,151 | 95,800 | 33,384 | 49,174 | ||
Total assets | 1,443,916 | 1,513,924 | 271,488 | 285,338 | ||
Current liabilities | ||||||
Trade and other payables | 17 | 20,154 | 26,897 | 596 | 1,130 | |
Provision for RETT | 18 | 1,000 | 1,000 | - | - | |
Interest-bearing loans and borrowings | 19 | 1,089,770 | 1,076,121 | - | - | |
Finance lease obligations | 20 | 3,166 | 3,181 | - | - | |
Current tax liabilities | 6,832 | 7,020 | - | - | ||
Derivative financial instruments | 22 | 10,777 | 23,856 | - | - | |
Total current liabilities | 1,131,699 | 1,138,075 | 596 | 1,130 | ||
Non-current liabilities | ||||||
Interest-bearing loans and borrowings | 19 | - | 43,264 | - | - | |
Finance lease obligations | 20 | 27,445 | 28,918 | - | - | |
Deferred tax liabilities | 9 | 13,880 | 18,084 | - | - | |
Derivative financial instruments | 22 | - | 1,375 | - | - | |
Total non-current liabilities | 41,325 | 91,641 | - | - | ||
Total liabilities | 1,173,024 | 1,229,716 | 596 | 1,130 | ||
Net assets | 270,892 | 284,208 | 270,892 | 284,208 | ||
Equity | ||||||
Issued capital | 23 | 6,050 | 6,071 | 6,050 | 6,071 | |
Capital redemption reserve | 24 | 1,109 | 1,088 | 1,109 | 1,088 | |
Own shares held | (2) | (8) | (2) | (8) | ||
Retained earnings and other distributable reserve |
24 |
263,735 |
277,057 |
263,735 |
277,057 | |
Total equity attributable to the equity holders of the parent company |
270,892 |
284,208 |
270,892 |
284,208 | ||
Non-controlling interests | - | - | - | - | ||
Total equity | 270,892 | 284,208 | 270,892 | 284,208 | ||
The financial statements were approved by the Board of Directors on 30 May 2012 and were signed on its behalf by:
Eitan Milgram Graham Smith
Director Director
Statements of changes in equity
for the year ended 31 December 2011
Issued | Capital | Own | Retained | Total equity | Non | Total | |
capital | redemption | shares | earnings | attributable | controlling | equity | |
reserve | held | and other | to the equity | interests | |||
distributable | holders of | ||||||
reserve | the parent | ||||||
Group | €000 | €000 | €000 | €000 | €000 | €000 | €000 |
Balance as at 31 December 2009 | 6,035 | 1,088 | - | 166,802 | 173,925 | 2,761 | 176,686 |
Total comprehensive income | |||||||
Profit for the year | - | - | - | 131,273 | 131,273 | 125 | 131,398 |
Other comprehensive income | - | - | - | 69 | 69 | - | 69 |
Total comprehensive income | - | - | - | 131,342 | 131,342 | 125 | 131,467 |
Contributions by and distributions to equity holders | |||||||
Issue of shares | 36 | - | (36) | - | - | - | - |
Equity-settled share-based payment transactions, reserve movement | - | - | 28 | 261 | 289 | - | 289 |
Equity dividend | - | - | - | (24,234) | (24,234) | - | (24,234) |
Effect of derecognition of subsidiaries | - | - | - | 2,886 | 2,886 | (2,886) | - |
Total contributions by and distributions to equity holders |
36 |
- |
(8) |
(21,087) |
(21,059) |
(2,886) |
(23,945) |
As at 31 December 2010 | 6,071 | 1,088 | (8) | 277,057 | 284,208 | - | 284,208 |
Total comprehensive income | |||||||
Loss for the year | - | - | - | (13,006) | (13,006) | - | (13,006) |
Other comprehensive income | - | - | - | (50) | (50) | - | (50) |
Total comprehensive income | - | - | - | (13,056) | (13,056) | - | (13,056) |
Contributions by and distributions to equity holders | |||||||
Own shares acquired | (21) | 21 | - | (310) | (310) | - | (310) |
Equity-settled share-based payment transactions, reserve movement | - | - | 6 | 44 | 50 | - | 50 |
Total contributions by and distributions to equity holders |
(21) |
21 |
6 |
(266) |
(260) |
- |
260 |
Balance as at 31 December 2011 | 6,050 | 1,109 | (2) | 263,735 | 270,892 | - | 270,892 |
Company | |||||||
Balance as at 31 December 2009 | 6,035 | 1,088 | - | 166,802 | 173,925 | - | 173,925 |
Total comprehensive income | |||||||
Profit for the year | - | - | - | 134,228 | 134,228 | - | 134,228 |
Other comprehensive income | - | - | - | - | - | - | - |
Total comprehensive income | - | - | - | 134,228 | 134,228 | - | 134,228 |
Contributions by and distributions to equity holders | |||||||
Issue of shares | 36 | - | (36) | - | - | - | - |
Equity-settled share-based payment transactions, reserve movement | - | - | 28 | 261 | 289 | - | 289 |
Equity dividend | - | - | - | (24,234) | (24,234) | - | (24,234) |
Total contributions by and distributions to equity holders |
36 |
- |
(8) |
(23,973) |
(23,945) |
- |
(23,945) |
Balance as at 31 December 2010 | 6,071 | 1,088 | (8) | 277,057 | 284,208 | - | 284,208 |
Total comprehensive income | |||||||
Loss for the year | - | - | - | (13,056) | (13,056) | - | (13,056) |
Other comprehensive income | - | - | - | - | - | - | - |
Total comprehensive income | - | - | - | (13,056) | (13,056) | - | (13,056) |
Contributions by and distributions to equity holders | |||||||
Own shares acquired | (21) | 21 | - | (310) | (310) | - | (310) |
Equity-settled share-based payment transactions, reserve movement | - | - | 6 | 44 | 50 | - | 50 |
Total contributions by and distributions to equity holders |
(21) |
21 |
6 |
(266) |
(260) |
- |
(260) |
Balance as at 31 December 2011 | 6,050 | 1,109 | (2) | 263,735 | 270,892 | - | 270,892 |
Statements of cash flows
for the year ended 31 December 2011
Group | Company | |||||
2011 | 2010 | 2011 | 2010 | |||
Note | €000 | €000 | €000 | €000 | ||
Operating activities | ||||||
(Loss)/profit before tax | (14,682) | 142,999 | (13,056) | 134,228 | ||
Profit from disposal of investment properties |
5 |
(562) |
(1,486) |
- |
- | |
Deficit/(surplus) on revaluation of investment properties |
12 |
37,747 |
(73,529) |
- |
- | |
RETT provision no longer required (net of related expenses) | 18 | - | (37,417) | - | - | |
Gain on derecognition of subsidiaries | 2(a) | - | (23,140) | - | - | |
Depreciation of fixed assets | 143 | 138 | - | - | ||
Write down/(back) of amounts due from subsidiaries |
28 |
- |
- |
12,321 |
(136,033) | |
Finance revenue | 8 | (423) | (986) | (423) | (578) | |
Finance expense | 8 | 55,245 | 77,531 | - | - | |
Change in fair value of derivative financial instruments |
22 |
(14,280) |
(1,945) |
- |
- | |
Equity-settled share-based payment transactions |
50 |
253 |
50 |
253 | ||
Net cash flows from operations before changes in working capital |
63,238 |
82,418 |
(1,108) |
(2,130) | ||
Changes in working capital | ||||||
(Increase)/decrease in trade and other receivables Increase in prepayments |
(2,194)- |
2,751- |
(4)(37) |
56- | ||
(Decrease)/increase in trade and other payables | - (5,070) |
(1,535) |
(534) |
410 | ||
Income tax paid | (1,706) | (1,536) | - | - | ||
Net cash flows from operating activities | 54,268 | 82,098 | (1,683) | (1,664) | ||
Investing activities | ||||||
Purchase of and additions to investment properties and fixed assets |
(8,506) |
(2,363) |
- |
- | ||
Proceeds from disposal of investment properties |
28,442 |
9,231 |
- |
- | ||
Finance revenue received | 423 | 986 | 423 | 578 | ||
Net cash flows from investing activities | 20,359 | 7,854 | 423 | 578 | ||
Financing activities | ||||||
Dividends paid to equity holders of the parent company |
26 |
- |
(24,234) |
- |
(24,234) | |
Amounts lent to subsidiary companies | - | - | (14,261) | (8,220) | ||
Proceeds from issue of shares | - | 36 | - | 36 | ||
Purchase of own shares Repayment of loans | (310) (29,664) | - (23,093) | (310) - | - - | ||
Finance expense paid | (58,277) | (79,413) | - | - | ||
Settlement of derivative financial instruments |
174 |
(283) |
- |
- | ||
Finance charges paid | - | - | - | - | ||
Net cash flows from financing activities | (88,077) | (126,987) | (14,571) | (32,418) | ||
Decrease in cash and short-term deposits | (13,450) | (37,035) | (15,831) | (33,504) | ||
Cash and short-term deposits as at 1 January | 79,393 | 128,250 | 49,154 | 82,658 | ||
Effects on cash held in derecognised subsidiaries |
- |
(11,822) |
- |
- | ||
Cash and short-term deposits at 31 December |
16 |
65,943 |
79,393 |
33,323 |
49,154 | |
Notes to the consolidated financial statements
for the year ended 31 December 2011
1. General information
Treveria plc (the Company) is a company incorporated and domiciled in the Isle of Man whose shares are publicly traded on AIM.
The consolidated financial statements of Treveria plc comprise the Company and its subsidiaries (together referred to as the Group). The parent company financial statements present information about the Company as a separate entity and not about its Group. The financial statements for the Group and the parent company have been prepared for the year ended 31 December 2011.
The principal activities of the Group are described in note 4.
The Company acts as the investment holding company of the Group.
2. Significant accounting policies
(a) Basis of preparation
The financial statements have been prepared on a historical cost basis, except for investment properties and derivative financial instruments that have been measured at fair value. The financial statements are presented in euro and all values are rounded to the nearest thousand (€000) except when otherwise indicated.
The financial statements have been prepared in accordance with IFRS and also to comply with the Isle of Man Companies Acts 1931 to 2004.
These financial statements have been prepared on a going concern basis as it is the view of the Directors that this is the most appropriate basis of preparation to adopt having considered the issues identified below.
The Group's property portfolios are largely funded by external debt facilities. Under the terms of the debt agreements each debt obligation is "ring fenced" within a sub-group of companies. Treveria plc, the ultimate parent company, is not itself a party to any of the finance documents (in any capacity including as borrower, guarantor or security provider). The finance providers would therefore not have any recourse to the ultimate parent under the finance documents. Further details of the loans and financial risks are provided in note 21 to the financial statements.
In the event that the real estate market deteriorates and valuations fall, certain loan-to-value ratio levels could rise above permitted ratio levels. Various events which have an impact on certain of the loans have occurred:
·; on 19 July 2011, an agreement was reached with Deutsche Bank AG and Citigroup Global Markets Limited in relation to the second facility - Silo D (see note 19). Under this agreement the banks agreed to extend the loan maturity date to 20 July 2012 and to waive any loan-to-value and debt service cover ratio hard breaches until the new maturity date;
·; Eurohypo AG - Silo F/K (see note 19). The bank agreed to extend the waiver on the loan-to-value covenant until 30 September 2011. The Group is in continuing discussions with the bank regarding an extension of the loan-to-value covenant, although no formal agreement has yet been reached. On the basis of the values adopted for the properties in this silo in the Consolidated Statement of Financial Position as at 31 December 2011, a breach of the loan-to-value covenant exists although the bank has not taken any action to enforce its rights;
·; on 7 October 2011, an agreement was reached with Hatfield Philips Limited, acting as Servicer for the lenders in Silo E (see Note 19), to extend the Final Maturity Date of the loan. This has so far been extended until 15 July 2012;
The permitted loan-to-value ratios in the debt arrangements as at 31 December 2011 were between 76% and 85% with a weighted average that was 82.6%. The "hard breach" loan-to-value ratio covenants were between 76% and 95% with a weighted average that was 90.2%. Were the lenders to adopt the valuations carried out for the purposes of these financial statements as at 31 December 2011, the weighted average loan-to-value ratio in respect of the property as security under the total debt arrangements would have been 83.3% after adjusting for cash held in bank accounts that have been restricted by lenders (see note 16).
In the event that a breach of covenant occurs or a loan matures and no satisfactory waiver, refinancing or renegotiation of terms is achieved, in general a lender can enforce its security against the relevant sub-group (although in one instance, such action could trigger a cross-default acceleration of debt repayment in another sub-group - see above), with a consequent loss of the assets in return for the extinguishment of the debt within that sub-group only. Whilst this would not affect the ability of the Group to continue as a going concern, it could have a significant potential impact on the classification and valuation of the relevant property assets included in the Consolidated Statement of Financial Position as at 31 December 2011 and hence on the reported results of the Group for the year then ended. The impact on the net assets of the Group of the enforcement of security on individual sub-groups by lenders would depend on the respective carrying values of the assets and the debt in the sub-groups concerned. Although the Directors consider the prospect unlikely, it is uncertain whether any of the lenders will choose to enforce their security in future and, therefore, no adjustments have been made in the financial statements to reflect the possible impact of such action.
In assessing the implications of potential covenant breaches, the Directors have also considered:
·; the various cure rights that are available in relation to any breach. The principal cure rights are a potential repayment of part of the loan or the use of cash trapped within each ring fenced sub-group of companies providing the security to that bank facility to amortise the loan balance; and
·; that the lenders to each sub-group have the ability to waive any breaches of covenant in relation to their sub-group where the lenders consider it to be in their best interests. In addition, they each retain sufficient interest cover, i.e. the ratio of net rental income to interest payable. Interest cover (or, where relevant, debt service cover) as reported to the banks in the last quarter of 2011 is between 128% and 236% against breach covenants ranging from 120% to 125%.
The Company continues to work diligently alongside lenders to procure loan extensions and renegotiate terms of existing loan facilities; however, the outcome of these efforts is uncertain.
(b) Basis of consolidation
The consolidated financial statements comprise the financial statements of Treveria plc and its subsidiaries as at 31 December 2011. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.
All intra-group balances, transactions, income and expenses and profits and losses resulting from intra-group transactions that are recognised in assets and liabilities are eliminated in full.
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases.
Non-controlling interests represent the portion of profit or loss and net assets not held by the Group and are presented separately in the Statement of Comprehensive Income and within equity in the Consolidated Statement of Financial Position, separately from parent shareholders' equity.
(c) Changes in accounting policy and disclosure
The accounting policies adopted are consistent with those of the previous year, except that the Group has adopted the following new and amended IFRS as of 1 January 2011:
IAS 1 Presentation of Financial Statements
The amendment is effective for financial periods on or after 1 January 2011. Early application is permitted.
The amendment clarifies that disaggregation of changes in each component of equity arising from transactions recognized in other comprehensive income also is required to be presented, but is permitted to be presented either in the statement of changes in equity or in the notes.
The adoption of this amendment did not have any impact on the financial position or the performance of the Group.
IAS 24 Related Party Disclosures
This amendment is effective for financial periods on or after 1 January 2011.
The amendment is concerning the definition of a "related party". The definition was made symmetrical which means if one entity is identified as a related party in other entity´s financial statements, then the other entity also will be a related party in the first entity´s financial statements. This removed inconsistencies in the definition. Another result of the new definition is that two entities are no longer related if one of them is under significant influence of a person and the other is under significant influence of that person´s close family or managed by that person in their capacity as key management personal. Another amendment removed references to "significant voting power" and clarified that any reference to associates and joint ventures includes the subsidiaries of those associates and joint ventures.
The adoption of this amendment did not have any impact on the financial position or the performance of the group.
IFRIC 14/ IAS 19
This amendment is effective for financial periods on or after 1 January 2011.
The amendment determinates the availability of a refund or a reduction in future contributions in accordance with the terms and conditions of the plan and any statutory requirements in the jurisdiction of the plan. An economic benefit is available if the entity can realize it at some point during the life of the plan or when the plan liabilities are settled. Available to an entity is a refund in case the entity has an unconditional right to a refund.
The adoption of this amendment did not have any impact on the financial position or the performance of the Group.
(d) Acquisitions
Acquisitions of corporate interests in property are accounted for on consolidation as if the Group had acquired the underlying property asset directly. Accordingly no goodwill arises on such acquisitions as any difference between the fair values of the assets acquired and the acquisition consideration are allocated to the investment property asset, which is subject to subsequent revaluation under IAS 40, to its market value.
(e) Foreign currency translation
The consolidated financial statements are presented in euro, which is the Company's functional and presentation currency and is the functional currency for the majority of subsidiaries within the Group.
Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the reporting date. All differences are taken to the Statement of Comprehensive Income.
The assets and liabilities of foreign operations are translated into euro at the rate of exchange ruling at the reporting date and their Statements of Comprehensive Income are translated at the weighted average exchange rates for the year. The exchange differences arising on the translation are taken directly to a separate component of equity. On disposal of a foreign operation, the deferred cumulative amount recognised in equity relating to that particular foreign operation is recognised in the Statement of Comprehensive Income.
(f) Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. In particular:
Rental income
Rental income from operating leases is recognised on a straight-line basis over the term of the lease.
Fixed or determinable rental increases are recognised on a straight-line basis over the term of the lease or over the period until the next market review date.
Contingent rents, such as turnover rent and market rent adjustments, are recognised as income in the financial period in which they are earned.
Lease incentives granted are recognised in the Statement of Comprehensive Income as an integral part of rental income.
Interest income
Interest income is recognised as interest accrues, using the effective interest method that is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument to the net carrying amount of the financial asset.
Service charges
In relation to amounts receivable in respect of service charges, such income is not treated as revenue, rather it is set off against the costs to which such income relates.
(g) Disposals
Investment property disposals are recognised in the financial statements on the date of completion. Profits or losses arising on disposal of investment properties are calculated by reference to the carrying value of the asset at the beginning of the year, adjusted for subsequent capital expenditure.
(h) Leases
Group as lessor
Leases where the Group does not transfer substantially all the risks and benefits of ownership of the asset are classified as operating leases.
Group as lessee
The Group's investment properties held under a lease are accounted for as finance leases and are recognised as an asset and an obligation to pay future minimum lease payments. The investment property asset is included in the Statement of Financial Position at fair value, gross of the recognised finance lease liability. Lease payments, where material, are allocated between the liability and finance charges so as to achieve a constant financing rate.
(i) Income tax
Current income tax
Current income tax assets and liabilities are measured at the reporting date at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date.
A 0% rate of corporate income tax applies to the Company and certain of its subsidiaries which are resident in the Isle of Man.
Certain subsidiaries may be subject to foreign taxes in respect of sources of income arising in those foreign countries.
Deferred income tax
Deferred income tax is recognised on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements, with the following exceptions:
·; where the temporary difference arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss;
·; in respect of taxable temporary differences associated with investments in subsidiaries, associates and joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future; and
·; deferred tax assets are disclosed net of deferred tax liabilities and are only recognised to the extent that:
(i) it is probable that taxable profits will be available against which the deductible temporary differences, carried forward tax credits or tax losses can be utilised; and
(ii) there are deferred tax liabilities within a property-owning subsidiary in which the deferred tax asset may be offset against the deferred tax liability in the same company.
Deferred income tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply to the year when the related asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the date of the Statement of financial position.
(j) Investment properties
Investment properties are properties owned or leased under finance leases by the Group which are held either for long-term rental income or for capital appreciation or both.
Investment properties are initially recognised at cost, including transaction costs. The carrying amount includes the cost of replacing part of an existing investment property at the time that cost is incurred if the recognition criteria are met, and excludes the costs of day-to-day servicing of an investment property. Subsequent to initial recognition, investment properties are stated at fair value, which reflects market conditions at the reporting date. Surpluses or deficits arising from changes in the fair values of investment properties are included in the Statement of Comprehensive Income in the period in which they arise. Investment property held under a finance lease is stated gross of the recognised finance lease liability.
(k) Fixed assets
Fixed assets are stated at cost less depreciation and any additional provision for impairment which may be required.
Depreciation is provided on the fixed assets at rates calculated to write off the cost of each asset on a straight-line basis over its expected useful life.
(l) Investments in subsidiaries
Investments in subsidiaries are stated at cost less any provision for impairment in value.
Investments in subsidiaries are reviewed for impairment whenever there is any indication that these assets may be impaired. If any such indication exists, the recoverable amount (i.e. the higher of the fair value less cost to sell and value in use) of the asset is estimated to determine the amount of impairment loss.
If the recoverable amount is estimated to be less than its carrying amount, the carrying amount is reduced to its recoverable amount. The impairment loss is recognised in the Statement of comprehensive income.
(m) Investment property held for disposal
Investment property is transferred to non-current assets held for disposal when it is expected that the carrying amount will be recovered principally through sale rather than from continuing use. For this to be the case, the property must be available for immediate disposal in its present condition subject only to terms that are usual and customary for disposals of such property and its disposal must be highly probable.
For a sale to be highly probable:
·; the Board of Directors must be committed to a plan to sell the property and an active programme to locate a buyer and complete the plan must have been initiated;
·; the property must be actively marketed for sale at a price that is reasonable in relation to its current fair value; and
·; the disposal should be expected to qualify for recognition as a completed sale within one year from the date of classification.
On re-classification, investment property that is measured at fair value continues to be so measured. Therefore properties held for disposal are valued according to the relevant sale and purchase contracts.
(n) Trade receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method, less an allowance for impairment. An allowance for impairment is made when there is objective evidence that the Group will not be able to collect the debts. Bad debts are written off when identified.
(o) Amounts due from subsidiaries
Amounts due to the Company from subsidiaries are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less an allowance for impairment. An allowance for impairment is made when there is objective evidence that the Company will not be able to recover the amounts in full.
(p) Cash and short-term deposits
Cash and short-term deposits comprise cash at bank and on hand, demand deposits and other short-term highly liquid investments with original maturities of three months or less, that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value.
(q) Bank borrowings
Interest-bearing bank loans are initially recorded at fair value, net of direct issue costs.
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method.
(r) Trade payables
Trade payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method.
(s) Derivative financial instruments and hedging
The Group uses derivative financial instruments such as interest rate swaps and caps to hedge its risks associated with interest rate fluctuations. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative.
The Group does not apply hedge accounting to its interest rate swaps. Any change in the fair value of such derivatives is recognised immediately in the Statement of Comprehensive Income as a finance cost or finance revenue as appropriate.
(t) Equity-settled share-based payments
The Company established the Treveria Employee Benefit Trust (the "Trust") for the benefit of certain employees. Ordinary shares are issued and allotted to the Trust at par and shown in Equity in Own shares held. At the time any such shares are transferred to the employees:
·; the fair value of these awards, being the market price of the shares on the day of commitment, is credited to retained earnings;
·; Own shares held is reduced by the par value of these shares; and
·; the fair value of these awards is expensed in administrative expenses in the Consolidated Statement of Comprehensive Income.
(u) Standards issued but not yet effective
The IASB and IFRIC have issued a number of standards and interpretations with an effective date after the date of these financial statements. The Directors have set out below only those which may have a material impact on the financial statements in future periods.
IFRS 7 Amendments to Financial Instruments
This amendment clarifies the disclosure of the amount that represents an entity´s maximum exposure to credit risk. It is required only if the carrying amount of a financial asset does not reflect such exposure already. Further amendments contain the requirement to disclose the financial effect of collateral held as security and other credit enhancements in respect of a financial instrument. This disclosure is in addition to the existing requirement to describe the existence and nature of such collateral. The amendment clarifies that the disclosure in respect of collateral taken possession off by the entity is required only in respect of such collateral held at the end of the reporting period.
This amendment is effective for annual periods beginning on or after 1 July 2011. The Directors do not expect a material impact on the financial position or the performance of the Group.
IFRS 9 Financial Instruments: Classification and Measurement
IFRS 9, as issued, reflects the first phase of the IASB's work on the replacement of IAS 39 and applies to classification and measurement of financial assets as defined in IAS 39. The standard is effective for annual periods beginning on or after 1 January 2015, previously 1 January 2013. The deferral of the effective date has been driven by delays in completing the hedging and impairment phases of the IAS 39 replacement project.
The Directors will quantify the effect on the Group in conjunction with other phases, when issued, to present a comprehensive picture.
IAS 1 Presentation of items of Other Comprehensive Income
Pursuant to these amendments it isrequired that an entity presents separately the items of other comprehensive income that would be reclassified to profit or loss in the future if certain conditions are met from those that would never be reclassified to profit or loss. Consequently an entity that presents items of other comprehensive income before related tax effects would also have to allocate the aggregated tax amount between these sections.
However, the amendments do not change the existing option to present profit or loss and other comprehensive income in two statements.
The effective date is 1 July 2012 and the amendments may be early applied. The Directors do not expect a material impact on the financial position or the performance of the Group.
IAS 27 Separate Financial Statements
In the context of the introduction of IFRS 10 the rules with regard to the control model as well as the requirements concerning consolidation are relocated from IAS 27 to IFRS 10. As a result IAS 27 will only relate to the accounting of subsidiaries, joint ventures and associated companies in the separate financial statements of a company.
This amendment is effective for annual periods beginning on or after 1 January 2013. The Directors do not expect a material impact on the financial position or the performance of the Group.
IAS 12 Deferred Tax on Investment Property
The amendments to IAS 12 clarify the measurement of deferred tax assets and liabilities in respect of investment property using the fair value model in accordance with IAS 40 Investment Property. Under the amendments, the measurement of deferred tax assets and liabilities is based on a rebuttable presumption that the carrying amount of the investment property will be recovered entirely through sale. The presumption can be rebutted only if the investment property is depreciable and held within a business model whose objective is to consume substantially all of the asset´s economic benefits over the life of the asset.
The amendment is effective for annual periods beginning on or after 1 January 2012. The Directors do not expect a material impact on the financial position or the performance of the Group.
IAS 28 Investments in Associates and Joint Ventures
On transition to IFRS 11 all joint arrangements will need to be re-assessed. Under the key changes from IAS 28 the equity method will apply to all joint ventures. Thus, the proportionate consolidation method ceases to be applicable.
IAS 28 is effective for annual periods beginning on or after 1 January 2013. The Directors do not expect a material impact on the financial position or the performance of the Group.
IAS 32 Offsetting Financial Assets and Financial Liabilities
In addition to the new requirements pursuant to IFRS 7 the IASB has published amendments which clarify the offsetting criteria in IAS 32 to address inconsistencies in their application. The amendments become effective on 1 January 2014. The Directors do not expect a material impact on the financial position or the performance of the Group.
IFRS 10 Consolidated Financial Statements
This standard introduces a new approach to determining which investees should be consolidated and therefore defines a new term of "control".
An investor controls an investee when the investor is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.
Thus, the scope of consolidation may change due to these amendments. IFRS 10 is effective for annual periods beginning on or after 1 January 2013. The Directors do not expect a material impact on the financial position or the performance of the Group.
IFRS 11 Joint Arrangements
Pursuant to the key requirements of IFRS 11 joint arrangements are divided into two types, i.e. joint operations and joint ventures. Each type has its own accounting model. The key to determining the type of arrangement, and therefore the subsequent accounting, is the rights and obligations of the parties to the arrangement. IFRS 11 is effective for annual periods beginning on or after 1 January 2013. The Directors do not expect a material impact on the financial position or the performance of the Group.
IFRS 12 Disclosure of Interests in Other Entities
IFRS 12 contains new and expanded disclosure requirements for entities that have interests in subsidiaries, joint arrangements, associates and/or unconsolidated structured entities. This new standard is effective for annual periods beginning on or after 1 January 2013. The Directors do not expect a material impact on the financial position or the performance of the Group.
IFRS 13 Fair Value Measurement
The standard replaces existing guidance on fair value measurement in different IFRS with a single definition of fair value, a framework for measuring fair values and disclosures about fair value measurements. IFRS 13 is mandatory effective for annual periods beginning on or after 1 January 2013. The Directors do not expect a material impact on the financial position or the performance of the Group.
3. Significant accounting judgements, estimates and assumptions
Judgements
In the process of applying the Group's accounting policies, which are described in note 2, the Directors have made the following judgements that have the most significant effect on the amounts recognised in the financial statements:
Operating lease commitments - Group as lessor
The Group has entered into commercial property leases on its investment property portfolio. The Group has determined that it retains all the significant risks and rewards of ownership of these properties and so accounts for them as operating leases.
Provisions
A provision is only recognised when:
·; an entity 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.
Contingent liability
A contingent liability is recorded by way of note to the consolidated financial statements when there is:
·; a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group; or
·; a present obligation that arises from past events but is not recognised because:
(i) it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or
(ii) the amount of the obligation cannot be measured with sufficient reliability.
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below:
Valuation of investment properties
The fair value of the Group's investment properties of €1,334,003,000 as at 31 December 2011 was determined by the Directors. The fair value of the Group's investment properties of €1,386,382,000 as at 31 December 2010 was determined by independent valuers. Each of the valuations is based upon assumptions including future rental income, anticipated maintenance costs and the appropriate capitalisation rate. Reference is also made to market evidence of transaction prices for similar properties.
Fair value of derivatives and other financial instruments
The Group's interest rate swaps and caps are shown in these financial statements (note 22) at fair value as a liability of €10,777,000 (2010: €25,231,000) based on valuations prepared by the relevant banks. Such valuations are based on market prices, estimated future cash flows and forward rates as appropriate.
4. Segmental reporting
The Group's portfolio consists predominantly of retail investment properties in Germany. Discrete financial information is provided to the Board of Directors, which is the Chief Operating Decision Maker, on a silo-by-silo basis.
Silo C | Silo D | Silo E | Silo F/K | Silo G | Silo J | Other | Total | |
2011 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 |
Statement of comprehensive income
| ||||||||
Gross rental income | - | 18,606 | 30,083 | 39,054 | 5,846 | 1,549 | - | 95,138 |
Direct costs | - | (3,162) | (4,745) | (7,326) | (3,078) | (2,006) | - | (20,317) |
Net rental income | - | 15,444 | 25,338 | 31,728 | 2,768 | (457) | - | 74,821 |
Profit/(loss) from disposal of investment properties | - | - | 282 | (5) | 105 | 180 | - | 562 |
(Deficit)/surplus on revaluation of investment properties | - | (8,350) | (19,350) | (17,741) | 7,504 | 190 | - | (37,747) |
Other income | - | - | - | - | - | - | 5 | 5 |
Administrative expenses | - | (241) | (893) | (677) | (356) | (206) | (9,408) | (11,781) |
Intercompany advisory fees | - | (1,057) | (2,037) | (2,161) | (294) | (36) | 5,585 | - |
Operating (loss)/profit | - | 5,796 | 3,340 | 11,144 | 9,727 | (329) | (3,818) | 25,860 |
Net external finance (expense)/income | - | (9,338) | (16,049) | (27,089) | (2,769) | - | 423 | (54,822) |
Intercompany finance (expense)/income | - | (4,544) | (6,374) | (12,175) | (1,764) | (598) | 25,455 | - |
Change in fair value of derivatives | - | - | - | 12,986 | 1,294 | - | - | 14,280 |
(Loss)/profit after net finance expenses | - | (8,086) | (19,083) | (15,134) | 6,488 | (927) | 22,060 | (14,682) |
Effect of intercompany eliminations | - | 5,601 | 8,411 | 14,336 | 2,058 | 634 | (31,040) | - |
(Loss)/profit after intercompany eliminations and before tax | - | (2,485) | (10,672) | (798) | 8,546 | (293) | (8,980) | (14,682) |
Funds from operations* | - | 4,519 | 7,480 | 1,663 | (1,391) | (1,487) | (5,099) | 5,685 |
Statement of financial position
| ||||||||
Investment properties at valuation | - | 254,873 | 479,590 | 515,977 | 78,630 | 4,430 | 504 | 1,334,004 |
Other assets | - | 10,097 | 16,615 | 15,266 | 16,642 | 11,987 | 39,305 | 109,912 |
Total assets | - | 264,970 | 496,205 | 531,243 | 95,272 | 16,417 | 39,809 | 1,443,916 |
Interest-bearing loans and borrowings | - | (210,442) | (416,726) | (422,521) | (40,081) | - | - | (1,089,770) |
Other liabilities | - | (84,530) | (124,327) | (240,940) | (52,251) | (18,705) | 437,499 | (83,254) |
Total liabilities | - | (294,972) | (541,053) | (663,461) | (92,332) | (18,705) | 437,499 | (1,173,024) |
Net equity/(deficit) as shown by silo and Group | - | (30,002) | (44,848) | (132,218) | 2,940 | (2,288) | 477,308 | 270,892 |
Effect of intercompany eliminations | - | 77,933 | 112,175 | 216,699 | 31,616 | 6,275 | (444,698) | - |
Net equity attributable to the ordinary equity holders of the parent company as shown by silo and Group | - | 47,931 | 67,327 | 84,481 | 34,556 | 3,987 | 32,610 | 270,892 |
* Funds from operations is calculated by taking the (loss)/profit for the year and adjusting it for profit/(loss) from disposal of investment properties net of related tax, revaluation (deficit)/surplus, change in fair value of derivative financial instruments and deferred tax.
Silo C | Silo D | Silo E | Silo F/K | Silo G | Silo J | Other | Total | |
2010 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 |
Statement of comprehensive income
| ||||||||
Gross rental income | 23,772 | 18,378 | 32,642 | 40,095 | 7,227 | 2,210 | - | 124,324 |
Direct costs | (7,213) | (3,457) | (4,772) | (7,975) | (4,289) | (2,177) | - | (29,883) |
Net rental income | 16,559 | 14,921 | 27,870 | 32,120 | 2,938 | 33 | - | 94,441 |
Profit/(loss) from disposal of investment properties | - | - | 1,620 | (24) | (110) | - | - | 1,486 |
Surplus/(deficit) on revaluation of investment properties | (4,713) | 3,258 | 34,103 | 36,252 | 3,066 | 1,563 | - | 73,529 |
RETT provision no longer required (net of related expenses) | - | - | - | - | - | - | 37,417 | 37,417 |
Administrative expenses | (760) | (763) | (207) | (959) | (287) | (141) | (9,297) | (12,414) |
Intercompany advisory fees | (1,294) | (992) | (1,928) | (1,994) | (305) | (51) | 6,564 | - |
Operating profit | 9,792 | 16,424 | 61,458 | 65,395 | 5,302 | 1,404 | 34,684 | 194,459 |
Net external finance (expense)/income | (16,025) | (11,216) | (20,306) | (26,509) | (2,985) | (9) | 505 | (76,545) |
Intercompany finance (expense)/income | (7,809) | (3,915) | (6,150) | (11,192) | (1,590) | (745) | 31,401 | - |
Change in fair value of derivatives | - | - | - | 1,932 | 13 | - | - | 1,945 |
Gain on derecognition of subsidiaries | - | - | - | - | - | - | 23,140 | 23,140 |
Profit/(loss) after net finance expenses | (14,042) | 1,293 | 35,002 | 29,626 | 740 | 650 | 89,730 | 142,999 |
Effect of intercompany eliminations | 9,103 | 4,907 | 8,078 | 13,186 | 1,895 | 796 | (37,965) | - |
Profit/(loss) after intercompany eliminations and before tax | (4,939) | 6,200 | 43,080 | 42,812 | 2,635 | 1,446 | 51,765 | 142,999 |
Funds from operations * | (2,050) | 1,827 | 5,300 | 2,537 | (647) | (263) | (1,830) | 4,874 |
Statement of financial position
| ||||||||
Investment properties at valuation | - | 260,985 | 505,280 | 532,155 | 74,755 | 13,207 | - | 1,386,382 |
Other assets | - | 10,884 | 12,299 | 16,449 | 17,594 | 13,528 | 56,788 | 127,542 |
Total assets | - | 271,869 | 517,579 | 548,604 | 92,349 | 26,735 | 56,788 | 1,513,924 |
Interest-bearing loans and borrowings | - | (217,974) | (427,419) | (431,150) | (42,842) | - | - | (1,119,385) |
Other liabilities | - | (77,227) | (120,288) | (238,163) | (51,814) | (27,140) | 404,301 | (110,331) |
Total liabilities | - | (295,201) | (547,707) | (669,313) | (94,656) | (27,140) | 404,301 | (1,229,716) |
Net equity/(deficit) as shown by silo and Group | - | (23,332) | (30,128) | (120,709) | (2,307) | (405) | 461,089 | 284,208 |
Effect of intercompany eliminations | - | 69,812 | 104,837 | 197,657 | 27,911 | 14,258 | (414,475) | - |
Net equity attributable to the ordinary equity holders of the parent company as shown by silo and Group | - | 46,480 | 74,709 | 76,948 | 25,604 | 13,853 | 46,614 | 284,208 |
5. Revenue and profit from disposal of investment properties
Group | ||||
Year ended | Year ended | |||
31 December | 31 December | |||
2011 | 2010 | |||
€000 | €000 | |||
Gross disposal proceeds | 23,825 | 11,045 | ||
Book value of properties disposed | (23,250) | (9,045) | ||
Other disposal costs | (13) | (514) | ||
562 | 1,486 |
6. Operating profit
The following items have been charged or (credited) in arriving at operating profit:
Direct costs
Group | Company | ||||
Year ended | Year ended | Year ended | Year ended | ||
31 December | 31 December | 31 December | 31 December | ||
2011 | 2010 | 2011 | 2010 | ||
€000 | €000 | €000 | €000 | ||
Service charge expenditure | 17,688 | 27,559 | - | - | |
Service charge income | (11,700) | (18,406) | - | - | |
Irrecoverable service charges | 5,988 | 9,153 | - | - | |
Property management fee | 4,034 | 6,795 | - | - | |
Asset management fee | - | - | 279 | 303 | |
Ground rent/lease charges | 3,416 | 4,123 | - | - | |
Other property costs | 6,879 | 9,812 | - | - | |
20,317 | 29,883 | 279 | 303 | ||
Administrative expenses
Group | Company | ||||
Year ended | Year ended | Year ended | Year ended | ||
31 December | 31 December | 31 December | 31 December | ||
2011 | 2010 | 2011 | 2010 | ||
€000 | €000 | €000 | €000 | ||
Audit fee | 416 | 429 | 416 | 404 | |
Directors' fees | 313 | 339 | 313 | 339 | |
Directors' expenses | 7 | 42 | 7 | 42 | |
Net foreign exchange loss | 14 | 129 | 9 | 13 | |
Bank fees | 209 | 295 | 4 | 4 | |
Staff costs (see note 7) | 5,153 | 4,320 | - | - | |
Legal and professional fees and other administrative costs |
5,669 |
6,860 |
160 |
1,278 | |
11,781 | 12,414 | 909 | 2,080 | ||
Included in administrative expenses is €975,000 (2010: €1,820,000) of fees receivable by the auditors and their associates in respect of other non-audit services. €41,000 (2010: €498,000) relates to services provided in prior periods.
Details of Directors' emoluments are set out in note 28 Related parties.
7. Staff costs and numbers
Group | ||
Year ended | Year ended | |
31 December | 31 December | |
2011 | 2010 | |
€000 | €000 | |
Wages and salaries | 4,585 | 3,830 |
Social security costs | 485 | 411 |
Other employment costs | 83 | 79 |
5,153 | 4,320 |
The average number of persons employed by the Group during the year was 57 (2010: 46).
8. Finance revenue and expense
Group | Company | ||||
Year ended | Year ended | Year ended | Year ended | ||
31 December | 31 December | 31 December | 31 December | ||
2011 | 2010 | 2011 | 2010 | ||
€000 | €000 | €000 | €000 | ||
Bank interest receivable | 423 | 986 | 423 | 578 | |
Finance revenue | 423 | 986 | 423 | 578 | |
Bank loan interest payable | (50,708) | (74,530) | - | - | |
Amortisation of capitalised finance charges |
(4,237) |
(2,928) |
- |
- | |
Accelerated amortisation due to loan prepayments on the disposal of investment properties |
(250) |
- |
- |
- | |
Loss on termination of swap arrangements on disposal of investment properties |
- |
(73) |
- |
- | |
Other interest payable | (50) | - | - | - | |
Finance expense | (55,245) | (77,531) | - | - | |
(54,822) | (76,545) | 423 | 578 | ||
Change in fair value of derivative instruments (note 22) |
14,280 |
1,945 |
- |
- | |
Net finance revenue/(expense) | (40,542) | (74,600) | 423 | 578 | |
Interest is charged by the Company on loans to subsidiaries principally based on a rate that relates to the underlying performance of these subsidiaries and amounts to €40,120,000 (2010: €36,792,000). However, this interest has not been recognised in the Statement of comprehensive income as it is not considered to be collectable at the present time (see note 28).
9. Income tax
Group | ||
Year ended | Year ended | |
31 December | 31 December | |
2011 | 2010 | |
€000 | €000 | |
Current income tax | ||
Current income tax charge | 2,448 | 373 |
Tax charge relating to disposal of investment properties | 89 | 235 |
2,537 | 608 | |
Deferred tax | ||
Relating to origination and reversal of temporary differences | (4,213) | 10,993 |
Income tax charge reported in the Statement of comprehensive income |
(1,676) |
11,601 |
As the Company does not receive income from land/property situated on the Isle of Man and is not in receipt of income from an Isle of Man banking business, it is subject to tax at the standard Isle of Man rate of 0%. The current income tax charge of €2,537,000 (2010: €608,000) represents tax charges on profits arising in Germany, that is subject to corporate income tax of 15.825% (2010: 15.825%). The effective income tax rate for the year differs from the standard rate of corporation tax in Germany; the differences are explained below:
Year ended | Year ended | |
31 December | 31 December | |
2011 | 2010 | |
€000 | €000 | |
Profit/(loss) before tax | (14,682) | 142,999 |
Other comprehensive income | --(50) | 69 |
Total comprehensive income for the year | (14,732) | 143,068 |
Total comprehensive income before tax multiplied | ||
by rate of corporation tax in Germany of 15.825% (2010: 15.825%) | (13,603) | 22,640 |
Effects of: German trade tax |
753 | - |
Different rates of tax in other countries | 93 | (369) |
Income exempt from tax | - | (20,144) |
Expenses deductible for tax purposes Expenses not deductible for tax purposes | - 507 | (5,058)- |
Tax losses carried forward | - | 3,539 |
Deferred tax liability recognized Changes in value adjustments for deferred taxes Losses not deductible for tax purposes Taxes relating to different accounting periods | - 11,960 303 (1,689) | 10,993--- |
Total income tax (credit) / charge in the statement of comprehensive income (as above) | (1,676) | 11,601 |
Deferred tax liability
2011 | 2010 | |
€000 | €000 | |
As at 1 January | 18,084 | 7,174 |
Released in respect of property disposals | (1,758) | - |
Effect of derecognition of subsidiaries | - | (83) |
Revaluation of investment properties to fair value | (2,446) | 10,993 |
Balance as at 31 December | 13,880 | 18,084 |
The Group has tax losses of €130 million (2010: €90 million) that are available indefinitely for offset against future taxable profits of the companies in which the losses arose. Deferred tax assets have been recognised in respect of €26million of these losses as they occur within certain subsidiaries where they may be used to offset the potential tax payable in the event the investment properties were to be disposed of at the values they are carried in the Consolidated Statement of Financial Position. The remainder of the deferred tax assets have not been recognised in respect of these losses as they may not be used to offset taxable profits elsewhere in the Group and they have arisen in subsidiaries that have been loss-making for some time.
10. Earnings per share
The calculation of the basic, diluted and adjusted earnings per share is based on the following data:
2011 | 2010 | |
€000 | €000 | |
Earnings | ||
Earnings for the purpose of basic and diluted earnings per share | ||
(Loss)/profit for the year attributable to the equity holders of the parent company | (13,006) | 131,273 |
Profit from disposal of investment properties, revaluation surplus/deficit, RETT, change in fair value of derivative financial instruments and gain on derecognition of subsidiaries, net of related tax |
18,780 |
(126,216) |
Adjusted earnings | 5,774 | 5,057 |
Number of shares | ||
Weighted average number of ordinary shares for the purpose of basic earnings per share |
605,310,384 |
606,726,891 |
Weighted average effect of dilutive share options* | - | 862,500 |
Weighted average number of ordinary shares for the purpose of diluted earnings per share |
605,310,384 |
607,589,391 |
Basic (loss)/earnings per share | (2.14)c | 21.64c |
Diluted (loss)/earnings per share | (2.14)c | 21.61c |
Adjusted earnings per share | 0.95c | 0.83c |
* The share options in issue have not been included in the calculation of the diluted earnings per share for the year ended 31 December 2011 as they are antidilutive and would decrease the loss per share.
The Directors have chosen to disclose adjusted earnings per share in order to provide a better indication of the Group's underlying business performance; accordingly it excludes the effect of profit from disposal of investment properties, revaluation surplus/deficit, RETT, change in fair value of derivative financial instruments and gain on derecognition of subsidiaries, net of related tax.
11. Net assets per share
2011 | 2010 | |
€000 | €000 | |
Net assets | ||
Net assets for the purpose of assets per share (assets attributable to the equity holders of the parent company) | 270,892 | 284,208 |
Deferred tax arising on revaluation surpluses | 13,880 | 18,084 |
Derivative financial instruments | 10,777 | 25,231 |
Adjusted net assets attributable to equity holders of the parent company |
295,549 |
327,523 |
Number of shares | ||
Number of ordinary shares for the purpose of net assets per share | 605,008,809 | 607,068,809 |
Net assets per share | 44.77c | 46.82c |
Adjusted net assets per share | 48.85c | 53.95c |
The effect of share options has no material impact on the net assets per share of the Group.
The Directors have chosen to disclose adjusted net assets per share in order to provide a better indication of the Group's underlying net asset value; accordingly it excludes the fair value of derivative financial instruments and deferred taxation on revaluation surpluses, as the Directors do not consider that these items will crystallise as actual liabilities of the Group in the foreseeable future.
12. Investment properties
A reconciliation of the valuation carried out to the carrying values shown in the Statement of Financial Position is as follows:
2011 | 2010 | |
€000 | €000 | |
Investment properties at market value | 1,334,004 | 1,386,382 |
Adjustment in respect of minimum payments under head leases separately included as a liability at present value in the Statement of Financial Position (see note 20) |
30,611 |
32,099 |
Adjustment in respect of rent free periods | (1,059) | (631) |
1,363,556 | 1,417,850 | |
Less reclassified property held for disposal (see note 14) | (38,865) | (5,780) |
1,324,691 | 1,412,070 |
All properties were valued as at 31 December 2011 by the Board of Directors and as at 31 December 2010 by DTZ Debenham Tie Leung Limited, Chartered Surveyors, acting in the capacity of external valuers.
All properties were valued individually on the basis of market value as defined in the RICS Valuation Standards. The market value of the properties was primarily derived using comparable recent market transactions on arm's length terms. The aggregate portfolio value equates to a multiplier of 13.39 (2010:13.92).
As a result of the level of judgement used in arriving at the market valuations, the amounts which may ultimately be realised in respect of any given property may differ from the valuations shown in the Statement of Financial Position.
All valuations were carried out in accordance with the RICS Valuation Standards.
The movement on the valuation of the investment properties at market value is as follows:
2011 | 2010 | |
€000 | €000 | |
Total investment properties at market value per as at 1 January | 1,386,382 | 1,839,829 |
Additions and subsequent expenditure | 8,619 | 2,449 |
Disposals | (23,250) | (9,045) |
Derecognition of Silo C | - | (520,380) |
(Deficit)/surplus on revaluation of investment properties | (37,747) | 73,529 |
Total investment properties at market value as at 31 December | 1,334,004 | 1,386,382 |
13. Investments in subsidiaries
The Company's investments in subsidiaries are as follows:
2011 | 2010 | |
€000 | €000 | |
Balance as at 1 January and 31 December | 250 | 250 |
The investments in the subsidiaries in the Company financial statements relate to Treveria Holdings Limited and Treveria Asset Management Limited.
14. Investment property held for disposal
As at December 31, 2011 the Group held eight properties (2010: two) that were notarised for sale to third parties. The assessed fair value of these properties as of December 31, 2011 was € 38,865,000.
As set out in Note 32 Events after the reporting date, two of the eight properties were disposed of by the end of February 2012, realising net €5,890,000 after taking into account attributable expenses.
15. Trade and other receivables
Group | Company | ||||
2011 | 2010 | 2011 | 2010 | ||
€000 | €000 | €000 | €000 | ||
Trade receivables | 6,144 | 7,065 | 24 | 20 | |
Other receivables | 5,040 | 6,574 | - | - | |
11,184 | 13,639 | 24 | 20 | ||
As at 31 December 2011, trade receivables at nominal value of €9,148,000 (2010: €7,240,000) were impaired and fully provided for.
Movements in the provision for impairment of receivables were as follows:
2011 | 2010 | |
Total individually impaired | €000 | €000 |
As at 1 January | 7,240 | 14,388 |
Charge for the year | 2,960 | 5,499 |
Effect of derecognition of subsidiaries | - | (11,444) |
Utilised | (1,052) | (1,203) |
As at 31 December | 9,148 | 7,240 |
As at 31 December, the ageing analysis of trade receivables is as follows:
Total | 30-60 days | 60-90 days | >90 days | ||
€000 | €000 | €000 | €000 | €000 | |
2011 | |||||
Gross trade receivables |
15,292 |
2,605 |
253 |
46 |
12,388 |
Provision for impairment |
(9,148) |
- |
- |
- |
(9,148) |
Net of provision | 6,144 | 2,605 | 253 | 46 | 3,240 |
2010 | |||||
Gross trade receivables |
14,305 |
4,658 |
978 |
552 |
8,117 |
Provision for impairment |
(7,240) |
- |
(72) |
- |
(7,168) |
Net of provision | 7,065 | 4,658 | 906 | 552 | 949 |
Included in the Group's trade receivables are amounts of €3,539,000 (2010: €2,407,000) which are past due as at year end and for which the Group has not made a provision as the amounts are still considered recoverable because there has not been a significant change in the credit quality.
The Group's policy is to trade only with recognised, creditworthy third parties. It is the policy of the Group that all potential tenants, who wish to trade on credit terms, are subject to credit verification procedures. Outstanding tenants' receivables are monitored on an ongoing basis.
16. Cash and short-term deposits
Group | Company | ||||
2011 | 2010 | 2011 | 2010 | ||
€000 | €000 | €000 | €000 | ||
Cash at banks and in hand | 65,943 | 79,393 | 33,323 | 49,154 | |
65,943 | 79,393 | 33,323 | 49,154 | ||
Cash at banks earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between one day and two months, depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates. The fair value of cash and short-term deposits is €65,943,000 (2010: €79,393,000).
As at 31 December 2011, €13,830,000 (2010: €23,596,000) is held in blocked accounts. This is where rents received, in the ordinary course of business, are deposited at banks pending the quarterly interest payment dates and, subject to the financial covenant tests, any net surplus is returned to the Group.
Within this balance at 31 December 2011, €13,468,000 (2010: €15,494,000) is cash that has become cash trapped within property companies. This is where certain quarterly financial covenant tests, set out in the Group's bank loan agreements, have not been met. This does not represent an event of default under these agreements. This cash remains under the control of the banks to be used for the payment of interest and amounts due under these loan agreements, and cannot be used for the Group's purposes until the financial covenant tests are satisfied.
17. Trade and other payables
Group | Company | ||||
2011 | 2010 | 2011 | 2010 | ||
€000 | €000 | €000 | €000 | ||
Trade payables | 6,198 | 6,087 | 31 | 2 | |
Accrued operating expenses | 4,295 | 8,094 | 565 | 1,128 | |
Accrued interest | 8,116 | 11,173 | - | - | |
Other payables | 1,545 | 1,543 | - | - | |
20,154 | 26,897 | 596 | 1,130 | ||
Terms and conditions of the above financial liabilities:
·; trade payables are non-interest bearing and it is the Group's policy to pay within the stated terms which vary from 14-60 days; and
·; other payables are non-interest bearing and as above are paid within stated terms.
18. Provisions
Group | Company | ||||
2011 | 2010 | 2011 | 2010 | ||
€000 | €000 | €000 | €000 | ||
Real Estate Transfer Tax (RETT) | 1,000 | 1,000 | - | - | |
As at 31 December 2009, a provision for German RETT of €40,200,000 was made as a prior year adjustment. This was in respect of the acquisition of shares in Treveria Properties S.à r.l. by Treveria Holdings S.à r.l. The Group's legal advisers have confirmed that, in the event the RETT was deemed payable, the likelihood of the authorities having any actual recourse to the assets of Treveria plc was remote. The Group continues to challenge the assessment of the RETT on various legal grounds and has initiated relief procedures with the relevant German tax authorities. The outcome of such legal action and relief procedures is typically hard to predict.
In the year ended 31 December 2010, the Group reassessed the probability that Treveria Holdings Limited might be subject to the RETT liability. Based on legal advice received it was no longer more likely than not that Treveria Holdings Limited will be required to settle the RETT obligation. A balance of €1,000,000 was retained within this provision to settle amounts which may become payable in relation to the RETT relief procedures.
The Group has reassessed the situation as at 31 December 2011 and has determined that the existing provision of €1,000,000 should remain due to RETT relief procedures which are not yet finalized.
The Group has determined that a reasonable estimate of the possible liability for RETT to be €39,900,000. However, it is not probable that an outflow of resources embodying economic benefits will be required to settle this liability but, due to the uncertainties relating to the outcome of the challenge to the assessments, the relief procedures and possible future legislation, this amount is shown as a contingent liability (31 December 2010: €32,000,000) - see note 30.
19. Interest-bearing loans and borrowings
Group | ||||
Effective | ||||
interest rate | 2011 | 2010 | ||
% | Maturity | €000 | €000 | |
Current | ||||
Deutsche Bank and Citigroup loan | ||||
- second facility | 4.79 | 20 July 2011 | - | 218,334 |
Deutsche Bank and Citigroup loan | ||||
- second facility | Floating | 20 July 2012 | 211,221 | - |
ABN Amro loan | 4.76 | 15 July 2011 | - | 385,204 |
ABN Amro loan | Floating - capped |
15 July 2012 |
418,142 |
42,800 |
Eurohypo loan | Floating - swapped |
25 July 2012 |
391,507 |
391,507 |
Eurohypo loan | Floating - capped |
25 July 2012 |
32,317 |
41,797 |
JPMorgan loan | Floating - swapped | 19 November 2012 |
40,467 |
- |
Capitalised finance charges on all loans |
(3,884) |
(3,521) | ||
1,089,770 | 1,076,121 | |||
Non-current | ||||
JPMorgan loan | Floating - swapped | 19 November 2012 |
- |
43,651 |
Capitalised finance charges | - | (387) | ||
- | 43,264 | |||
Total | 1,089,770 | 1,119,385 | ||
The borrowings are repayable as follows: | ||||
On demand or within one year | 1,089,770 | 1,076,121 | ||
In the second year | - | 43,264 | ||
Total | 1,089,770 | 1,119,385 |
During the year the borrowing costs of €0 (2010: €0) were capitalized.
The Group has pledged investment properties to secure related interest-bearing debt facilities granted to the Group for the purchase of such investment properties.
Deutsche Bank AG and Citigroup Global Markets Limited (Silo D)
During the year amounts of €7,113,000 (2010: €3,493,000) were repaid arising from amortisations due under the loan agreement, resulting in a balance at the end of the year of €211,221,000 (2010: €218,334,000). Until the original maturity date of 20 July 2011, the effective interest rate on this loan was 4.79% per annum payable quarterly in arrears. With effect from 21 July 2011, interest on this loan is floating at a rate based on Euribor and is payable quarterly in arrears. The loan amortises by 1.5% per annum with a final repayment due on 20 July 2012. The facility has been in cash trap (note 16) since July 2009. The loan is secured over the assets and the undertakings of companies within the relevant sub-group.
ABN Amro N.V. (Silo E)
During the year amounts of €9,862,000 (2010: €7,729,000) were repaid arising from proceeds of disposal of investment property and other prepayments due under the loan agreement, resulting in a balance at the end of the year of €418,142,000 (2010: €428,004,000). Until the original maturity date of 15 July 2011, interest on 90% of the loan was fixed at a weighted average interest rate of 4.76% per annum, with interest on the remaining 10% floating at a rate based on Euribor, but capped at 5.35% per annum by means of an interest rate cap. Interest was payable quarterly in arrears. With effect from 16 July 2011, interest on this loan is floating at a rate based on Euribor and is payable quarterly in arrears. The loan amortises by amounts up to 1.6% per annum with a final repayment due on 15 July 2012. The loan is secured over the assets and the undertakings of companies within the relevant sub-group.
Eurohypo AG (Silo F/K)
During the year amounts of €9,480,000 (2010: €8,551,000) were repaid arising from amortisations and other prepayments due under the loan agreement, resulting in a balance at the end of the year of €423,824,000 (2010: €433,304,000). Interest on approximately 92% of the loan is fixed at a weighted average interest rate of 6.05% per annum by means of interest rate swaps, with interest on the remaining approximately 8% floating at a rate based on Euribor, but capped at 6.25% per annum by means of an interest rate cap. Interest is payable quarterly in arrears. The loan amortises by increasing amounts up to 1.75% per annum with a final repayment due on 25 July 2012. The facility has been in cash trap (note 16) since October 2008. The loan is secured over the assets and the undertakings of companies within the relevant sub-group.
JPMorgan plc (Silo G)
During the year amounts of €3,184,000 (2010: €3,321,000) were repaid arising from proceeds of disposal of investment property, resulting in a balance at the end of the year of €40,467,000 (2010: €43,651,000). The interest rate on this loan is fixed at a weighted average interest rate of 5.46% per annum by means of an interest rate swap and is payable quarterly in arrears. The loan is not amortising and is repayable on 19 November 2012. The loan is secured over the assets and the undertakings of companies within the relevant sub-group.
20. Finance lease obligations
The Group leases certain of its investment properties under finance leases (see note 12).
2011 | 2010 | ||||
Minimum | Present value of | Minimum | Present value of | ||
lease | minimum lease | lease | minimum lease | ||
payments | payments | payments | payments | ||
€000 | €000 | €000 | €000 | ||
Within one year | 3,356 | 3,166 | 3,372 | 3,181 | |
In the second to fifth years inclusive | 12,640 | 10,968 | 12,997 | 11,283 | |
After more than five years | 30,899 | 16,477 | 33,217 | 17,635 | |
Total minimum lease payments | 46,895 | 30,611 | 49,586 | 32,099 | |
Less amounts representing finance charges | (16,284) | - | (17,487) | - | |
Present value of minimum lease payments | 30,611 | 30,611 | 32,099 | 32,099 | |
Current liabilities | - | 3,166 | - | 3,181 | |
Non-current liabilities | - | 27,445 | - | 28,918 | |
Present value of minimum lease payments | - | 30,611 | - | 32,099 | |
21. Financial risk management objectives and policies
The Group's principal financial liabilities comprise bank loans, finance leases and trade payables. The main purpose of these financial instruments is to raise finance for the Group's operations. The Group has various financial assets such as trade receivables and cash and short-term deposits, which arise directly from its operations.
The Group also enters into derivative transactions, primarily interest rate swaps. The purpose is to manage the interest rate risks arising from the Group's operations and its sources of finance.
The main risks arising from the Group's financial instruments are credit risk, liquidity risk and interest rate risk. The risk management policies employed by the Group to manage these risks are discussed below:
Credit risk
Credit risk arises when a failure by counter parties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the reporting date. In the event of a default by an occupational tenant, the Group will suffer a rental shortfall and may incur additional costs, including legal expenses in maintaining, insuring and re-letting the property until it is re-let. The asset manager monitors the tenants in order to anticipate, and minimise the impact of, defaults by occupational tenants, as well as ensuring that the Group has a diversified tenant base.
The maximum credit risk exposure relating to financial assets is represented by the carrying values as at the reporting date. There are no significant concentrations of credit risk within the Group.
The realisability of the amounts due from subsidiaries in the Company is based on the performance of the underlying subsidiaries.
Liquidity risk
Liquidity risk is the risk an entity will encounter in meeting its obligations associated with financial liabilities. This may arise when the realisation of assets and the maturity of liabilities do not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The Group has procedures with the object of minimising such losses such as maintaining sufficient cash and other highly liquid current assets and by having available an adequate amount of committed credit facilities. Cash and cash equivalents are placed with financial institutions on a short-term basis reflecting the Group's desire to maintain a high level of liquidity in order to enable timely completion of investment transactions.
A breach of loan-to-value ratio covenant would occur if the ratio of the loan amount drawn under a particular facility were to rise above a set percentage of the adopted valuation of the portfolio providing security under that loan facility. The ratio would be calculated on the basis of an externally prepared valuation by a suitably qualified valuer addressed to the finance parties providing that loan. The calculation is not based on the valuation prepared by the Group's valuers unless that valuation is also addressed to the finance parties following a separate instruction. At the date of the approval of the financial statements the valuations prepared for the financial statements as at 31 December 2011 have not been adopted by any lenders. Certain of the Group's lenders have requested or indicated that they may request new valuations, but these have not been completed. Consequently, as yet, no actual breaches of covenants have been called by the lenders arising from these valuation processes.
Should valuations be called for, nothing has come to the attention of the Directors to indicate that satisfactory arrangements will not be made with the lenders. Each facility also has to meet interest cover or debt service cover ratio tests. In the event that a breach occurs in the foreseeable future and no satisfactory waiver or renegotiation of terms is obtained, the risk remains that a lender could enforce its security against the assets of the relevant sub-group, with a consequent loss of net equity within that sub-group only and in one instance, it could trigger a cross default acceleration in another sub-group.
Cash can become trapped within property companies if certain financial tests set out in the Group's bank loan agreements are not met. Cash traps do not represent events of default under the finance documents but there is a risk that cash is retained within the property companies for the payment of interest and other amounts due under the finance documents and cannot be used for other Group purposes.
The table below summarises the maturity profile of the Group's financial liabilities at 31 December 2011 and 2010 based on contractual undiscounted payments.
Minimum lease | |||||
payments | |||||
Bank | due under | Trade and | |||
loans | Derivatives | finance leases | other payables | Total | |
2011 | €000 | €000 | €000 | €000 | €000 |
Undiscounted amounts payable in: | |||||
- under one year | 1,117,397 | 11,253 | 3,356 | 20,154 | 1,152,160 |
- one to two years | - | - | 3,337 | - | 3,337 |
- two to five years | - | - | 9,303 | - | 9,303 |
- more than five years |
- |
- |
30,899 |
- |
30,899 |
1,117,397 | 11,253 | 46,895 | 20,154 | 1,195,699 |
Minimum lease | |||||
payments | |||||
Bank | due under | Trade and | |||
loans | Derivatives | finance leases | other payables | Total | |
2010 | €000 | €000 | €000 | €000 | €000 |
Undiscounted amounts payable in: | |||||
- under one year | 1,121,758 | 24,981 | 3,372 | 26,897 | 1,177,008 |
- one to two years | 45,770 | 1,375 | 3,372 | - | 50,517 |
- two to five years | - | - | 9,625 | - | 9,625 |
- more than five years |
- |
- |
33,217 |
- |
33,217 |
1,167,528 | 26,356 | 49,586 | 26,897 | 1,270,367 |
Currency risk
There is no significant foreign currency risk as the majority of the assets and liabilities of the Group are maintained in euro.
Interest rate risk
The Group's exposure to interest rate risk relates primarily to the Group's long-term floating rate debt obligations. The Group's policy is to mitigate interest rate risk either by taking out fixed rate loans or through the use of interest rate swaps, and to manage its remaining interest cost using interest rate caps designed to limit the interest payable on the loan.
The following table sets out the carrying amount, by maturity, of the Group's financial instruments that are exposed to interest rate risk:
Within 1 | 1-2 | 2-3 | ||
year | years | years | Total | |
2011 | €000 | €000 | €000 | €000 |
Floating rate | ||||
Deutsche Bank and Citigroup loan | ||||
- second facility | (211,221) | - | - | (211,221) |
ABN Amro loan | (418,142) | - | - | (418,142) |
Cash and short-term deposits | 65,943 | - | - | 65,943 |
Derivative financial instruments | 10,777 | - | - | 10,777 |
Eurohypo loan - swapped | (391,507) | - | - | (391,507) |
Eurohypo loan - capped | (32,317) | - | - | (32,317) |
JPMorgan loan - swapped | (40,467) | - | - | (40,467) |
Within 1 | 1-2 | 2-3 | ||
year | years | years | Total | |
2010 | €000 | €000 | €000 | €000 |
Fixed rate | ||||
Deutsche Bank and Citigroup loan | ||||
- second facility | (218,334) | - | - | (218,334) |
ABN Amro loan | (385,204) | - | - | (385,204) |
Floating rate | ||||
Cash and short-term deposits | 79,393 | - | - | 79,393 |
Derivative financial instruments | (23,856) | (1,375) | - | (25,231) |
ABN Amro loan - capped | (42,800) | - | - | (42,800) |
Eurohypo loan - swapped | (391,507) | - | - | (391,507) |
Eurohypo loan - capped | (41,797) | - | - | (41,797) |
JPMorgan loan - swapped | - | (43,651) | - | (43,651) |
The other financial instruments of the Group that are not included in the above tables are non-interest bearing and are therefore not subject to interest rate risk.
Interest rate risk table
The following table demonstrates the sensitivity to a reasonably possible change in interest rates, with all other variables held constant, of the Group's profit before tax (through the impact on floating rate borrowings and derivative instruments).
The sensitivity analysis excludes all non-derivative fixed rate financial instruments carried at amortised cost but includes all non-derivative floating rate financial instruments and derivative financial instruments.
Effect on | ||
Increase/ | profit before tax | |
decrease in | and net assets | |
basis points | €000 | |
2011 | ||
Euribor | +100 | 2,228 |
Euribor | -100 | (2,245) |
2010 | ||
Euribor | +100 | 6,944 |
Euribor | -100 | (7,008) |
Capital management
The Group monitors its capital structure through a combination of a rigorous investment appraisal and disposal process, management of finance costs, monitoring risks, controlling solvency and reviewing key financial ratios. The key financial measures include cash flow projections, the monitoring of interest cover and loan-to-value covenants and ensuring contracted commitments are adequately funded. The current capital structure of the Group consists of a mix of equity and debt. Equity comprises issued capital, reserves and retained earnings as disclosed in the Statement of changes in equity and notes 23 and 24. Debt primarily consists of current debt as disclosed in note 19. As at 31 December 2011, the weighted average loan-to-value ratio, calculated from the financial statements, was 84% (2010: 80.9%) and overall interest cover was 148 (2010: 127).
The Group is not subject to any externally imposed capital requirements.
22. Financial instruments
Fair values
Set out below is a comparison by category of carrying amounts and fair values of all of the Group's and the Company's financial instruments that are carried in the financial statements.
Group | Company | ||||
2011 | 2011 | ||||
Carrying amount | Fair value | Carrying amount | Fair value | ||
€000 | €000 | €000 | €000 | ||
Financial assets | |||||
Cash and short-term deposits | 65,943 | 65,943 | 33,323 | 33,323 | |
Trade and other receivables | 11,184 | 11,184 | 24 | 24 | |
Amounts due from subsidiaries | - | - | 170,301 | 170,301 | |
Financial liabilities | |||||
Trade and other payables | 20,154 | 20,154 | 596 | 596 | |
Interest-bearing loans and borrowings: | |||||
- floating rate loans capped | 450,459 | 450,459 | - | - | |
- floating rate loans swapped into fixed rates |
431,974 |
431,974 |
- |
- | |
- fixed rate loans | - | - | - | - | |
Derivative financial instruments | 10,777 | 10,777 | - | - | |
Finance leases | 30,611 | 30,611 | - | - | |
Group | Company | ||||
2010 | 2010 | ||||
Carrying amount | Fair value | Carrying amount | Fair value | ||
€000 | €000 | €000 | €000 | ||
Financial assets | |||||
Cash and short-term deposits | 79,393 | 79,393 | 49,154 | 49,154 | |
Trade and other receivables | 13,639 | 13,639 | 20 | 20 | |
Amounts due from subsidiaries | - | - | 235,914 | 235,914 | |
Financial liabilities | |||||
Trade and other payables | 26,897 | 26,897 | 1,130 | 1,130 | |
Interest-bearing loans and borrowings: | |||||
- floating rate loans capped | 84,597 | 84,597 | - | - | |
- floating rate loans swapped into fixed rates | 435,158 | 435,158 | - | - | |
- fixed rate loans | 603,538 | 616,101 | - | - | |
Derivative financial instruments | 25,231 | 25,231 | - | - | |
Finance leases | 32,099 | 32,099 | - | - | |
The fair value of borrowings has been calculated by discounting the expected future cash flows at prevailing interest rates.
The fair value of derivative financial instruments has been calculated by the relevant banks based on market prices, estimated future cash flows and forward rates as appropriate.
Derivative financial instruments
2011 | 2010 | |
€000 | €000 | |
As at 1 January | 25,231 | 27,386 |
Disposals | (174) | (210) |
Change in fair value of derivative financial instruments | (14,280) | (1,945) |
10,777 | 25,231 | |
Current liabilities | 10,777 | 23,856 |
Non-current liabilities | - | 1,375 |
10,777 | 25,231 |
Fair value hierarchy
The following table shows an analysis of the financial instruments recognised in the Statement of financial position at fair value by the level of the fair value hierarchy as explained below:
Level 1 | Level 2 | Level 3 | Total fair value | |
2011 | €000 | €000 | €000 | €000 |
Derivatives | - | 10,777 | - | 10,777 |
2010 | ||||
Derivatives | - | 25,231 | - | 25,231 |
Explanation of the fair value hierarchy:
·; Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measured date;
·; Level 2 - use of a model with inputs (other than quoted prices included in Level 1) that are directly or indirectly observable market data; and
·; Level 3 - use of a model with inputs that are not based on observable market data.
23. Issued capital
Number | Share capital | |
Authorised | of shares | € |
Ordinary shares of €0.01 each | ||
As at 31 December 2011 and 2010 | 1,500,000,000 | 15,000,000 |
Number | Share capital | |
Issued and fully paid | of shares | € |
Ordinary shares of €0.01 each | ||
As at 31 December 2009 | 603,468,809 | 6,034,688 |
Issue of shares (see note 25) | 3,600,000 | 36,000 |
As at 31 December 2010 | 607,068,809 | 6,070,688 |
Purchase of own shares | (2,060,000) | (20,600) |
As at 31 December 2011 | 605,008,809 | 6,050,088 |
Holders of the ordinary shares are entitled to receive dividends and other distributions and to attend and vote at any general meeting.
Purchase of own shares
During the year the Company bought back 2,060,000 ordinary shares with a total nominal value of €20,600, at a weighted average price of €0.15 per share. These shares were then cancelled and the nominal value transferred to the capital redemption reserve (see note 24).
24. Other reserves
Capital redemption reserve
The capital redemption reserve reflects the nominal value of shares purchased by the Company for cancellation and is €1,109,000 (2010: €1,088,000).
Retained earnings and other distributable reserve
The other distributable reserve was created for the payment of dividends and for the buyback of shares. The deficit on retained earnings has been deducted from this reserve. The resulting balance is €196,182,000 (2010: €277,057,000).
25. Equity-settled share-based payments
During the year ended 31 December 2010, the Company established the Treveria Employee Benefit Trust (the "Trust") for the benefit of certain executives. During that period 3,600,000 ordinary shares were issued and allotted to the Trust at par and shown in Equity in Own shares held. Those shares were transferred to these executives evenly over periods of 12 and 24 months respectively, at which time:
·; the fair value of these awards, being the market price of the shares on the day of commitment, is credited to retained earnings;
·; Own shares held is reduced by the par value of these shares; and
·; the fair value of these awards is expensed in administrative expenses in the consolidated Statement of Comprehensive Income.
During the year ended 31 December 2011, no further shares were allotted to the Trust.
An administrative expense of €49,500 (2010: €289,000), as a result of the current period transactions has been recognised in the Statement of Comprehensive Income.
26. Dividends
Group | Company | ||||
2011 | 2010 | 2011 | 2010 | ||
€000 | €000 | €000 | €000 | ||
Ordinary dividends paid | |||||
Special dividend of 4.00c per share declared on 11 January 2010 and paid on 19 February 2010 |
- |
24,234 |
- |
24,234 | |
- | 24,234 | - | 24,234 | ||
27. Group entities
Country | Field | Ownership | Type of |
| ||||||||
Names of subsidiaries | of incorporation | of activity | interest | share held |
| |||||||
Held by the Company |
| |||||||||||
Treveria Holdings Limited | Isle of Man | Intermediate holding company | 100% | Ordinary |
| |||||||
Treveria Asset Management Limited | England and Wales | Asset management | 100% | Ordinary |
| |||||||
Held by Treveria Holdings Limited |
| |||||||||||
Treveria Properties Limited | Isle of Man | Intermediate holding company | 100% | Ordinary |
| |||||||
Held by Treveria Asset Management Limited |
| |||||||||||
Treveria Asset Management GmbH | Germany | Asset management | 100% | Ordinary |
| |||||||
Held by Treveria Properties Limited |
| |||||||||||
Treveria D S.à r.l. | Luxembourg | Holding company | 100% | Ordinary |
| |||||||
Treveria E S.à r.l. | Luxembourg | Holding company | 100% | Ordinary |
| |||||||
Treveria F S.à r.l. | Luxembourg | Holding company | 100% | Ordinary |
| |||||||
Treveria G S.à r.l. | Luxembourg | Holding company | 100% | Ordinary |
| |||||||
Treveria H S.à r.l. | Luxembourg | Holding company | 100% | Ordinary |
| |||||||
Treveria J S.à r.l. | Luxembourg | Holding company | 100% | Ordinary |
| |||||||
Treveria K S.à r.l. | Luxembourg | Holding company | 100% | Ordinary |
| |||||||
Treveria L S.à r.l. | Luxembourg | Holding company | 100% | Ordinary |
| |||||||
Treveria M S.à r.l. | Luxembourg | Holding company | 100% | Ordinary |
| |||||||
Held by Treveria D S.à r.l. |
| |||||||||||
Treveria Vermögensverwaltungsgesellschaft |
| |||||||||||
Neunkirchen GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria Vermögensverwaltungsgesellschaft |
| |||||||||||
Solingen GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria Vermögensverwaltungsgesellschaft |
| |||||||||||
Worms GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DD Immobilie Citytreff Ratingen GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria Vermögensverwaltungsgesellschaft |
| |||||||||||
Kempten GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria Vermögensverwaltungsgesellschaft |
| |||||||||||
Pforzheim GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria Vermögensverwaltungsgesellschaft |
| |||||||||||
Zehdenick GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria eins VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria zwei VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria drei VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria vier VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria fünf VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria sechs VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria sieben VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria acht VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria neun VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria zehn VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria elf VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria zwölf VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria dreizehn VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria vierzehn VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria fünfzehn VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria sechszehn VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria siebzehn VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria achtzehn VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria neunzehn VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria zwanzig VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria einundzwanzig VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria zweiundzwanzig VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria dreiundzwanzig VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria vierundzwanzig VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria fünfundzwanzig VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria sechsundzwanzig VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria siebenundzwanzig VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria achtundzwanzig VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria neunundzwanzig VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria dreißig VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria einunddreißig VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria zweiunddreißig VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria dreiunddreißig VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria vierunddreißig VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria fünfunddreißig VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria sechsunddreißig VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria siebenunddreißig VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria achtunddreißig VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria neununddreißig VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria vierzig VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Erste VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Held by Treveria E S.à r.l. |
| |||||||||||
DDT Zweite VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Dritte VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Vierte VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Fünfte VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Neunte VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Zehnte VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Elfte VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Dreizehnte VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Vierzehnte VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Sechsundzwanzigste VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Siebenundzwanzigste VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Neunundzwanzigste VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Zweiunddreißigste VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Dreiunddreißigste VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Vierunddreißigste VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Fünfundreißigste VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Neunzehnte VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Zwanzigste VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Sechste VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Sechszehnte VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Siebzehnte VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Achtzehnte VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Zwölfte VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Achte VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Dreiundzwanzigste VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Fünfundzwanzigste VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Vierzigste VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Neununddreißigste VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Achtundzwanzigste VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Einundvierzigste VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Zweiundvierzigste VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Dreiundvierzigste VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Vierundvierzigste VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Fünfundvierzigste VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Sechsundvierzigste VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Siebenundvierzigste VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Dreißigste VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Solingen B.V. | Netherlands | Property investment | 100% | Ordinary |
| |||||||
Held by Treveria F S.à r.l. |
| |||||||||||
DDT Fünfzehnte VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Düren B.V. | Netherlands | Property investment | 100% | Ordinary |
| |||||||
Marba Pump B.V. | Netherlands | Property investment | 100% | Ordinary |
| |||||||
DDT Fünfzigste VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Fifty one VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Vierundzwanzigste VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Siebente VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Garbsen B.V. | Netherlands | Property investment | 100% | Ordinary |
| |||||||
DDT Sechsunddreißigste VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Siebenunddreißigste VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Einunddreißigste VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Zweiundzwanzigste VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Achtunddreißigste VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Achtundvierzigste VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Neunundvierzigste VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Fifty two VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Fifty three VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Fifty four VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Fifty five VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Fifty six VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Fifty seven VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Fifty nine VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Sixty one VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Sixty two VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Sixty three VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Seventy VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria One S.à r.l. | Luxembourg | Property investment | 100% | Ordinary |
| |||||||
Treveria Two S.à r.l. | Luxembourg | Property investment | 100% | Ordinary |
| |||||||
Treveria Three S.à r.l. | Luxembourg | Property investment | 100% | Ordinary |
| |||||||
Treveria Four S.à r.l. | Luxembourg | Property investment | 100% | Ordinary |
| |||||||
Dawnay Day Treveria One B.V. | Netherlands | Property investment | 100% | Ordinary |
| |||||||
Dawnay Day Treveria Two B.V. | Netherlands | Property investment | 100% | Ordinary |
| |||||||
Dawnay Day Treveria Three B.V. | Netherlands | Property investment | 100% | Ordinary |
| |||||||
Dawnay Day Treveria Four B.V. | Netherlands | Property investment | 100% | Ordinary |
| |||||||
Treveria Sixteen S.à r.l. | Luxembourg | Property investment | 100% | Ordinary |
| |||||||
Treveria Seventeen S.à r.l. | Luxembourg | Property investment | 100% | Ordinary |
| |||||||
Treveria Eighteen S.à r.l. | Luxembourg | Property investment | 100% | Ordinary |
| |||||||
Treveria Nineteen S.à r.l. | Luxembourg | Property investment | 100% | Ordinary |
| |||||||
Treveria Twenty S.à r.l. | Luxembourg | Property investment | 100% | Ordinary |
| |||||||
Treveria Twenty One S.à r.l. | Luxembourg | Property investment | 100% | Ordinary |
| |||||||
Treveria Twenty Six S.à r.l. | Luxembourg | Property investment | 100% | Ordinary |
| |||||||
Treveria Twenty Seven S.à r.l. | Luxembourg | Property investment | 100% | Ordinary |
| |||||||
Treveria Twenty Nine S.à r.l. | Luxembourg | Property investment | 100% | Ordinary |
| |||||||
Treveria Thirty S.à r.l. | Luxembourg | Property investment | 100% | Ordinary |
| |||||||
Treveria Thirty One S.à r.l. | Luxembourg | Property investment | 100% | Ordinary |
| |||||||
Treveria Thirty Four S.à r.l. | Luxembourg | Property investment | 100% | Ordinary |
| |||||||
DDT Seventy VV GmbH & Co. Frankenthal KG | Germany | Property investment | 94.9% | Ordinary |
| |||||||
DDT Seventy one VV GmbH | Germany | Property investment | 99.7% | Ordinary |
| |||||||
DDT Seventy three VV GmbH | Germany | Property investment | 99.7% | Ordinary |
| |||||||
DDT Seventy four VV GmbH | Germany | Property investment | 99.7% | Ordinary |
| |||||||
DDT Seventy five VV GmbH | Germany | Property investment | 99.7% | Ordinary |
| |||||||
HIDD Wilhelmshaven B.V. | Netherlands | Property investment | 99.7% | Ordinary |
| |||||||
HIDD Marl B.V. | Netherlands | Property investment | 99.7% | Ordinary |
| |||||||
Held by Treveria G S.à r.l. | ||||||||||||
DDT Prime Verwaltungs GmbH | Germany | Property investment | 100% | Ordinary | ||||||||
Treveria Six S.à r.l. | Luxembourg | Property investment | 100% | Ordinary | ||||||||
Treveria Seven S.à r.l. | Luxembourg | Property investment | 100% | Ordinary | ||||||||
Treveria Eight S.à r.l. | Luxembourg | Property investment | 100% | Ordinary | ||||||||
Treveria Nine S.à r.l. | Luxembourg | Property investment | 100% | Ordinary | ||||||||
Treveria Ten S.à r.l. | Luxembourg | Property investment | 100% | Ordinary | ||||||||
Treveria Eleven S.à r.l. | Luxembourg | Property investment | 100% | Ordinary | ||||||||
Treveria Twelve S.à r.l. | Luxembourg | Property investment | 100% | Ordinary | ||||||||
Treveria Thirteen S.à r.l. | Luxembourg | Property investment | 100% | Ordinary | ||||||||
Treveria Fourteen S.à r.l. | Luxembourg | Property investment | 100% | Ordinary | ||||||||
Treveria Fifteen S.à r.l. | Luxembourg | Property investment | 100% | Ordinary | ||||||||
DDT Prime GmbH & Co. Objekt Brühl KG | Germany | Property investment | 100% | Ordinary | ||||||||
DDT Prime GmbH & Co. Objekt Passau KG | Germany | Property investment | 100% | Ordinary | ||||||||
DDT Prime GmbH & Co. Objekt Freising I KG | Germany | Property investment | 100% | Ordinary | ||||||||
DDT Prime GmbH & Co. Objekt Nordhorn KG | Germany | Property investment | 100% | Ordinary | ||||||||
DDT Prime GmbH & Co. Objekt Cloppenburg KG | Germany | Property investment | 100% | Ordinary | ||||||||
DDT Prime GmbH & Co. Objekt Hamburg Wandsbek KG | Germany | Property investment | 100% | Ordinary | ||||||||
DDT Prime GmbH & Co. Objekt Aschaffenburg KG | Germany | Property investment | 100% | Ordinary | ||||||||
DDT Prime GmbH & Co. Objekt Köln II KG | Germany | Property investment | 100% | Ordinary | ||||||||
DDT Prime GmbH & Co. Objekt Freising II KG | Germany | Property investment | 100% | Ordinary | ||||||||
DDT Prime GmbH & Co. Objekt Bochum KG | Germany | Property investment | 100% | Ordinary | ||||||||
DDT Prime GmbH & Co. Objekt Köln III KG | Germany | Property investment | 100% | Ordinary | ||||||||
Held by Treveria H S.à r.l. | ||||||||||||
DDT Einundzwanzigste VV GmbH | Germany | Property investment | 100% | Ordinary | ||||||||
DDT Sixty VV GmbH | Germany | Property investment | 100% | Ordinary | ||||||||
DDT Sixty nine VV GmbH | Germany | Property investment | 100% | Ordinary | ||||||||
Dawnay Day Treveria Ten B.V. | Netherlands | Property investment | 100% | Ordinary | ||||||||
DDT Sixty nine VV GmbH & Co. CBC KG | Germany | Property investment | 94.9% | Ordinary | ||||||||
Held by Treveria J S.à r.l. | ||||||||||||
Treveria Twenty Two S.à r.l. | Luxembourg | Property investment | 100% | Ordinary | ||||||||
Treveria Twenty Three S.à r.l. | Luxembourg | Property investment | 100% | Ordinary | ||||||||
Treveria Twenty Four S.à r.l. | Luxembourg | Property investment | 100% | Ordinary | ||||||||
Treveria Twenty Five S.à r.l. | Luxembourg | Property investment | 100% | Ordinary | ||||||||
DDT Prime GmbH & Co Objekt Darmstadt KG | Germany | Property investment | 100% | Ordinary | ||||||||
DDT Prime GmbH & Co Objekt Frechen KG | Germany | Property investment | 100% | Ordinary | ||||||||
DDT Prime GmbH & Co Objekt Gelsenkirchen KG | Germany | Property investment | 100% | Ordinary | ||||||||
DDT Prime GmbH & Co Objekt Pirmasens KG | Germany | Property investment | 100% | Ordinary | ||||||||
DDT Prime GmbH & Co Objekt Remscheid KG | Germany | Property investment | 100% | Ordinary | ||||||||
DDT Prime GmbH & Co Objekt Siegen KG | Germany | Property investment | 100% | Ordinary | ||||||||
Held by Treveria K S.à r.l. | ||||||||||||
Dawnay Day Treveria Five B.V. | Netherlands | Property investment | 100% | Ordinary | ||||||||
Dawnay Day Treveria Seven B.V. | Netherlands | Property investment | 100% | Ordinary | ||||||||
Dawnay Day Treveria Eight B.V. | Netherlands | Property investment | 100% | Ordinary | ||||||||
Dawnay Day Treveria Nine B.V. | Netherlands | Property investment | 100% | Ordinary | ||||||||
Treveria Thirty Two S.à r.l. | Luxembourg | Property investment | 100% | Ordinary | ||||||||
Treveria Thirty Three S.à r.l. | Luxembourg | Property investment | 100% | Ordinary | ||||||||
Treveria Thirty Eight S.à r.l. | Luxembourg | Property investment | 100% | Ordinary | ||||||||
Held by Treveria L S.à r.l. |
| |||||||||||
Treveria Five S.à r.l. | Luxembourg | Property investment | 100% | Ordinary |
| |||||||
Treveria Twenty Eight S.à r.l. | Luxembourg | Property investment | 100% | Ordinary |
| |||||||
Treveria Forty One S.à r.l. | Luxembourg | Property investment | 100% | Ordinary |
| |||||||
Treveria Forty Three S.à r.l. | Luxembourg | Property investment | 100% | Ordinary |
| |||||||
Treveria Forty Four S.à r.l. | Luxembourg | Property investment | 100% | Ordinary |
| |||||||
DDT Sixty four VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Sixty five VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Sixty six VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Sixty seven VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
DDT Sixty eight VV GmbH | Germany | Property investment | 100% | Ordinary |
| |||||||
Treveria Thirty Five S.à r.l. | Luxembourg | Property investment | 100% | Ordinary |
| |||||||
Treveria Thirty Six S.à r.l. | Luxembourg | Property investment | 100% | Ordinary |
| |||||||
Treveria Thirty Seven S.à r.l. | Luxembourg | Property investment | 100% | Ordinary |
| |||||||
Treveria Thirty Nine S.à r.l. | Luxembourg | Property investment | 100% | Ordinary |
| |||||||
Treveria Forty S.à r.l. | Luxembourg | Property investment | 100% | Ordinary |
| |||||||
Treveria Forty Two S.à r.l. | Luxembourg | Property investment | 100% | Ordinary |
| |||||||
Treveria Forty Five S.à r.l. | Luxembourg | Property investment | 100% | Ordinary |
| |||||||
28. Related parties
Terms and conditions of transactions with related parties
All of the related party transactions disclosed were carried out on an arm's length basis.
Terms and conditions of transactions with subsidiaries
The amounts due from subsidiaries to the Company of €700,817,000 (2010: €646,124,000), before provisions for impairment, are interest‑bearing and repayable not before 31 December 2015. During the year the Company recorded an increase in the impairment charge amounting to €12,321,000 (2010: write back €136,033,000) resulting in a year end impairment balance of €351,132,000 (2010: €338,811,000) in amounts due from subsidiaries as a result of the change in net asset value of the underlying subsidiaries following the revaluation of the Group's properties. The interest charge on the loans is based on a rate that relates to the underlying performance of the subsidiaries and amounts to €40,120,000 (2010: €36,792,000). However, this interest has not been recognised in the Statement of comprehensive income as it is not considered to be collectable at the present time. The net amounts after impairment and the adjustment for interest shown in the Company Statement of financial position for amounts due from subsidiaries is €237,854,000 (2010: €235,914,000).
The following transactions took place between the Group and related parties during the financial year:
Key management personnel compensation
Fees paid to persons or entities considered to be key management personnel of the Group include:
2011 | 2010 | |
€000 | €000 | |
Directors' fees | 313 | 339 |
Fees payable to key management of subsidiary companies | 1,124 | 1,270 |
Expense in relation to the Treveria Employee Benefit Trust (see note 25) |
50 |
289 |
The Company has entered into a letter of appointment with each of its Directors. Each letter provides for the Director to act as a Non Executive Director of the Company and each appointment is terminable by six months' notice in writing by either party. Each Director has given a confidentiality undertaking that is without limit in time.
Christopher Lovell and David Parnell were each entitled to an annual fee of €50,000. Yossi Raucher and Rolf Elgeti were entitled to an annual fee of €130,000.
Nicholas Cournoyer has agreed not to receive any remuneration
Eitan Milgram and Jeffrey Strong are each entitled to an annual fee of €50,000 but have waived their fees from 1 October 2011.
During the year, the Directors received the following emoluments in the form of fees:
Year ended | Year ended | |
31 December | 31 December | |
2011 | 2010 | |
€ | € | |
Rolf Elgeti | 130,000 | 50,000 |
Nicholas Cournoyer | - | - |
Christopher Lovell | 50,000 | 50,000 |
Eitan Milgram | 34,409 | - |
David Parnell* | 50,000 | 57,500 |
Jeffrey Strong | 37,500 | 50,000 |
Michael Neubürger | - | 1,507 |
Yossi Raucher | 10,833 | 130,000 |
Total | 312,742 | 339,007 |
* The remuneration of David Parnell in 2010 is inclusive of VAT.
Directors' share options
Share options have been granted to a related company of Ian Henderson, a previous Chairman, with the following expiry date and exercise prices:
Year issued | Exercise date | Expiry date | Exercise price | Number |
2005 | 2008 | 2015 | €1.00 | 450,000 |
29. Capital commitments
As at 31 December 2011 the Group had no notarised transactions (2010: none) for completion after the year end for the acquisition of investment properties.
The Company has given guarantees of payment of annual rents of €176,000 (2010: €176,000) payable by its subsidiary undertakings under head leases for varying periods not exceeding 21 years.
30. Contingent liabilities
As disclosed in more detail in note 18, Treveria Holdings Limited is subject to a contingent liability of up to €39,900,000 (2010: €32,000,000) for German RETT.
31. Operating lease arrangements
Group as lessor
All properties leased by the Group are under operating leases and the future minimum lease payments receivable under non-cancellable leases are as follows:
2011 | 2010 | |
€000 | €000 | |
Less than one year | 91,224 | 92,274 |
Between one and five years | 235,898 | 268,215 |
More than five years | 97,552 | 121,063 |
424,674 | 481,552 |
The Group leases out its investment properties under operating leases. Most operating leases are for terms of one to 15 years. Some properties have residential leases with unlimited terms.
32. Events after the reporting date
Disposal of investment properties
As at 31 December 2011, the Group held eight investment properties that were notarised for sale to third parties. The assessed fair value of these properties as at 31 December 2011 was €38,865,000. Two of the eight properties were disposed of by 29 May 2012, realising net €5,890,000 after taking into account attributable expenses. So far in 2012, a further five investment properties have been notarised for sale, which should generate proceeds of €25,440,000.
At the date of this report, the consolidated cash balances stood at €53,476,000 of which the Company cash balance was €31,113,000
Financial Summary
2011 | 2010 | 2009 | 2008 | 2007 | |
Restated | |||||
Year ended 31 December | €000 | €000 | €000 | €000 | €000 |
Assets employed | |||||
Investment properties | |||||
Opening balance | 1,417,850 | 1,881,064 | 2,065,070 | 2,383,027 | 1,726,959 |
Additions, subsequent expenditure and adjustments |
6,703 |
(7,318) |
(4,642) |
35,167 |
666,816 |
Disposals | (23,250) | (9,045) | (4,900) | (70,190) | - |
Derecognition of Silo C | - | (520,380) | - | - | - |
Revaluation (deficit)/surplus | (37,747) | 73,529 | (174,464) | (282,934) | (10,748) |
Closing balance (including properties held for disposal) |
1,363,556 |
1,417,850 |
1,881,064 |
2,065,070 |
2,383,027 |
Cash at bank | 65,943 | 79,393 | 128,250 | 145,922 | 177,015 |
Other assets | 14,417 | 16,681 | 25,280 | 25,235 | 30,674 |
1,443,916 | 1,513,924 | 2,034,594 | 2,236,227 | 2,590,716 | |
Financed by | |||||
Share capital | 6,050 | 6,071 | 6,035 | 6,035 | 6,288 |
Reserves | 264,842 | 278,137 | 167,890 | 333,565 | 677,138 |
Equity shareholders' funds | 270,892 | 284,208 | 173,925 | 339,600 | 683,426 |
Borrowings | 1,089,770 | 1,119,385 | 1,690,630 | 1,725,056 | 1,775,043 |
Deferred tax | 13,880 | 18,084 | 7,174 | 10,714 | 25,433 |
Other liabilities | 69,374 | 92,247 | 160,104 | 157,294 | 100,381 |
Non-controlling interests | - | - | 2,761 | 3,563 | 6,433 |
1,443,916 | 1,513,924 | 2,034,594 | 2,236,227 | 2,590,716 | |
Net asset value per share (cents) | |||||
Basic | 44.77 | 46.82 | 28.82 | 56.27 | 108.68 |
Adjusted | 48.85 | 53.95 | 34.55 | 61.76 | 112.93 |
Gross debt to property valuation ratio (%) |
79.9 |
80.9 |
92.3 |
86.2 |
76.7 |
Revenue | 95,138 | 124,324 | 145,073 | 155,079 | 129,951 |
Net rental income | 74,821 | 94,441 | 112,916 | 122,815 | 109,857 |
Costs and other income | (11,776) | (12,414) | (12,530) | (10,989) | 870 |
Profit on disposal of investment properties |
562 |
1,486 |
1,233 |
3,906 |
- |
Revaluation (deficit)/surplus | (37,747) | 73,529 | (174,464) | (282,934) | (10,748) |
German RETT | - | 37,417 | - | (40,200) | - |
Operating profit/(loss) | 25,860 | 194,459 | (72,845) | (207,402) | 99,979 |
Change in fair value of derivative financial instruments |
14,280 |
1,945 |
(5,033) |
(20,831) |
(1,314) |
Net finance expenses | (54,822) | (76,545) | (87,175) | (95,608) | (65,088) |
Gain on derecognition of subsidiaries |
- |
23,140 |
- |
- |
- |
(Loss)/profit before tax | (14,682) | 142,999 | (165,053) | (323,841) | 33,577 |
Total comprehensive (loss)/income for the financial year |
(13,056) |
131,467 |
(166,477) |
(312,147) |
34,299 |
Earnings per share (cents) | |||||
Basic | (2.14) | 21.64 | (27.45) | (50.99) | 5.06 |
Diluted* | (2.14) | 21.61 | (27.45) | (50.99) | 5.05 |
Adjusted | 0.95 | 0.83 | 1.40 | 3.40 | 5.30 |
Dividends per share (cents) | |||||
(all amounts represent the interim dividend paid and final proposed dividend) |
- |
4.00 |
- |
- |
5.10 |
* The share options in issue have not been included in the calculation of the diluted earnings per share for the years ended 31 December 2011, 2009 and 2008 as they are antidilutive and would decrease the loss per share.
Related Shares:
GWIK.L