12th Apr 2011 07:00
12 April 2011
Treveria plc
("Treveria", the "Group" or the "Company")
Full year results show solid progress in deleveraging and a return to profit
Treveria plc (AIM: TRV), the German retail focused real estate investment company, today announces its results for the year ended 31 December 2010.
Financial Highlights:
§ Reported profit before tax of €143.0 million (2009: loss €165.1 million), and €5.6 million (2009: €13.3 million) on an adjusted basis**
§ Adjusted* net asset value per share increased 56% to 54.0c (2009: 34.6c)
§ Basic and adjusted** EPS were 21.6c and 0.8c respectively (2009: loss of 27.5c and profit of 1.4c)
§ Cash balance at the parent company level of €49.2 million (2009: €82.7 million)
§ Special dividend of €24.2 million or 4c per share paid in February 2010
§ Gross rental income ("GRI") was €124.3 million (2009: €145.1 million), while net rental income ("NRI") was €94.4 million (2009: €112.9 million) (both affected by the deconsolidation of Silo C in August 2010)
§ Total value of portfolio €1.4 billion (2009: €1.3 billion on a like-for-like basis)
Commenting on the results, Rolf Elgeti, Non Executive Chairman of Treveria, said: "2010 was a positive year in terms of Treveria's restructuring and the ongoing stabilisation of the Company. With an enlarged asset management function now centralised in Germany, we are able to more professionally manage our lettings, sales and major refurbishment programmes and expect to see some significant benefits from these during 2011.
"In addition, our main objective over the next twelve months is to continue de-leveraging the portfolio and to arrange satisfactory loan and waiver extensions in our debt silos. Constructive discussions are on-going with the servicers and banks involved
"Coupled with these activities, the current improving market sentiment and the growing attractiveness of the German retail real estate market for investors, which plays to the strengths of our portfolio, means that there is once again a cautious optimism about the Group."
* excludes deferred tax and derivative financial instruments
**excludes the profit from disposal of investment properties, revaluation surplus/deficit, RETT, change in fair value of derivative financial instruments and gain on derecognition of subsidiaries
For further information:
Treveria plc (on 12 April 2011) Rolf Elgeti | +44 (0)20 7831 3113
|
Treveria Asset Management Dr Bernhard Fuhrmann
| +49 (0) 69 / 247 53 19 - 0 |
Singer Capital Markets (NOMAD) James Maxwell/Nick Donavan
| +44 (0)20 3205 7500 |
Financial Dynamics Richard Sunderland / Laurence Jones
| +44 (0)20 7831 3113 |
CHAIRMAN'S STATEMENT
During 2010 the Group successfully restructured its operations. All asset management activities are now centralised in Germany with a head office in Frankfurt and three satellite offices in Hamburg, Munich and Dusseldorf. The number of staff was increased so as to improve the quality and speed of lettings and to enable the Group to more professionally handle additional functions such as sales and major refurbishment programmes. With these changes we have laid the ground to benefit from the increasingly positive German real estate markets.
In the half year report the Chairman at the time explained the background to the banks taking control of Silo C in August 2010. As a result of their actions, with effect from 16 August 2010, this silo no longer forms part of the Group and consequently the assets and liabilities of that silo are excluded from the 2010 Statement of Financial Position.
In the half year report we updated shareholders on the German RETT position and, as indicated, have removed the liability from the 2010 Statement of Financial Position - save for a provision of €1 million. This remaining provision is there to cover the amount that we believe will be payable should the German RETT authorities grant the relief for which we applied in January 2011.
The result of all the above activities is to increase our adjusted net asset value per share from 34.6c to 54.0c.
It is the Board's view that the price at which shares were being traded on the Stock Exchange was significantly below the NAV and their true worth. Whilst this may be the case in general for property investment companies it was felt there was an opportunity for the Company to buy shares in the market at a heavily discounted price which would further enhance NAV per share for the benefit of shareholders. As a consequence, it was announced in February 2011 that a share buy-back programme would be activated. Since the start of this programme the Company has purchased 2,060,000 shares at an average price of 15.01c per share.
The Board wishes to continue with the improvements in the transparency of its reporting. For the first time we have therefore produced segmental financial information on a silo by silo basis, both for the Statement of Comprehensive Income and the Statement of Financial Position. This provides additional information to shareholders to help them better understand the Group's results.
Results
At 31 December 2010 the parent company held cash balances of €49.2 million (2009: €82.7 million). During the year the Company paid a special dividend of €24.2 million and invested €8.2 million in supporting the debt silos mainly to fund capital expenditure improvement and major repair programmes. Since the year end a further €1.5 million has been injected into Silo D pursuant to the waiver obtained in July 2010.
The results for Silo C are only included in the Statement of Comprehensive Income until 16 August 2010 - the date from when Treveria no longer had control of that silo. Gross rental income for the year was €124.3 million (2009: €145.1 million). Net rental income for the year was €94.4 million (2009: €112.9 million). Irrecoverable service charge expenditure represented 7.4% of gross rents compared with 8.6% in 2009.
Silo C had a recorded negative net asset value at the time the banks took control. By derecognizing this silo and removing the net liabilities from our financial statements, we generated a credit of €23.1 million to the Statement of Comprehensive Income.
The profit before tax for the year was €143.0 million (2009: loss €165.1 million). This includes the write back of €37.4 million for the German RETT provision which is no longer required and the credit of €23.1 million arising from the derecognition of the subsidiaries in Silo C. The adjusted profit before tax, which excludes the profit from disposal of investment properties, revaluation surplus/deficit, RETT, change in the fair value of derivative financial instruments and gain on derecognition of subsidiaries was €5.6 million (2009: €13.3 million).
Basic and adjusted EPS were 21.6c and 0.8c respectively (2009: a loss of 27.5, and a profit of 1.4c). Adjusted EPS excludes the profit from disposal of investment properties, revaluation surplus/deficit, RETT, change in the fair value of derivative financial instruments and gain on derecognition of subsidiaries, all net of related tax.
€11.0 million of property sales were completed during 2010 (2009: €6.3 million) giving rise to a profit before tax of €1.5 million (2009: €1.2 million) after allowing for sales costs.
The matter of the German RETT was explained in detail in the statement attached to the half year report and the advice from our lawyers is that the RETT liability is not enforceable against the Group. The provision is therefore no longer required and (after deducting the expenses in relation to dealing with the matter) €37.4 million has been credited to the Statement of Comprehensive Income.
Markets
The German economy has been recovering remarkably swiftly from the global recession. Initial signs were evident at the end of 2009 and the recovery continued through 2010. The German Government's temporary policies targeting job retention caused unemployment to rise only moderately. Since its peak in 2009 at 7.7%, the unemployment rate has reduced to 6.7% at the end of 2010. The strong labour market afforded private consumers better confidence in their own job security and future financial position. As a result the consumer price index in Germany showed the sharpest growth of all European countries and was followed by nominal retail sales growth of 2.0% to €407 billion in 2010.
This recovery in retail sales growth had the expected positive effect on the retail real estate market in Germany. With an investment volume of €9 billion being 50% of the total commercial real estate investments, the retail segment exceeded office investments and showed an increase against 2009 of some 80%. The takeover of Karstadt (the department store group) by Nicolas Bergruen, in September, resolved a major uncertainty for the German retail market. Importantly for us, it removed what would have been a large number of vacant department stores in the retail real estate market. Yields for top class shopping centres in A-locations hardened slightly to around 5.0%-5.25%; yields for similar properties in B-locations were in the region of 5.8%. Yields for retail warehousing reduced by some 15 basis points to 6.25%.
Portfolio performance
In 2010 the Group (excluding Silo C) secured 299 new leases generating an annual rent of €14.5 million of which 156 leases with annual rents of €8.5 million were contracted in the second half.
The portfolio now comprises properties with a total lettable area of 1.1 million square metres. At the end of 2010 we had vacant space of less than 15% of available area compared with 13% in 2009. However around one half of this space, including the ex C&A stores which became vacant during the year, is in properties currently in our redevelopment programmes which we expect to be let within the next 18 months and provide a positive impact on rental income.
Revaluation and net asset value
As at 31 December 2010 the Group's property portfolio was valued by DTZ Debenham Tie Leung Limited at €1.39 billion. This represents a net surplus of €73.5 million, on a like-for-like basis, compared with the 31 December 2009 valuation.
The adjusted net asset value per share of the Group was 54.0c compared with 34.6c as at 31 December 2009.
Property acquisitions and disposals
The sale of seven properties with a gross consideration of €14.3 million was notarised in 2010. These sales generate free cash of €3.0 million. Of these notarized sales, five properties were completed in 2010 together with the sale of another property which was notarized in 2009. The two notarized but not completed sales are shown as Investment property held for sale in the Statement of Financial Position.
The Group did not acquire, or enter into any new contracts to acquire, property in 2010.
Finance and banking
2010 has been a mixed year regarding our loan portfolio. On the one hand we negotiated important waivers (Silo D, F/K) but, on the other hand, Deutsche Bank chose to file for insolvency for certain subsidiaries in Silo C. In December 2010 the Group engaged N M Rothschild & Sons Limited ("Rothschild") to advise and support the 2011 loan extension negotiations.
Silo C (Deutsche Bank/Citigroup; loan €552.7 million, securitised)
As described in the half year report, on 16 August 2010 insolvency proceedings in relation to the German subsidiaries were initiated by the banks. Within the silo there is cross collateralisation between all the property companies and the silo parent company, Treveria C S.à.r.l. This was waived by Deutsche Bank. Following these proceedings the Group lost control over all assets in Silo C. Consequently in December 2010 Treveria Asset Management GmbH terminated the contract to provide corporate services to all of the property owning subsidiaries of that silo with effect from the end of 2010.
As a result of the recorded negative NAV position in Silo C at the time the banks took control, the derecognition of the Silo increased the Group's net assets by €23.1 million - equivalent to 3.8c per share.
Silo D (Deutsche Bank/Citigroup; loan €218.3 million; securitised)
This silo had been cash trapped since July 2009 following successive breaches of the debt-service-cover-ratio (DSCR) covenant. As explained in the 2010 half year report, by our injecting €2 million into the silo Deutsche Bank and Citigroup agreed to waive the covenant breaches until 28 February 2011. Additionally, it was agreed that in March 2011 this waiver will be extended until loan maturity (20 July 2011), so long as the LTV as at 31 December 2010 has not exceeded the LTV as at 30 June 2010 and provided that Treveria had injected €1.5 million into the silo. Both those conditions have been met and the waiver has been extended.
The Group, together with its debt adviser Rothschild, is currently engaged in discussions with Deutsche Bank and Citigroup regarding a loan extension until April 2015. We expect these discussions to conclude by the end of May 2011.
Silo E (ABN Amro; loan €428.0 million; securitised)
This silo is not cash trapped. We are currently in negotiations with Hatfield Philips, the bank's appointed servicer for this loan, concerning a loan extension until October 2014. We expect these discussions to lead to an agreement, too, by the end of May 2011.
Silo F/K (Eurohypo; loan €433.3 million; sole lender)
This silo has been cash trapped since October 2008. Eurohypo granted a waiver of the LTV covenant until April 2011. Eurohypo is Treveria's only lender with any cross-silo default right which was granted to Eurohypo in October 2008 as part of the loan restructuring negotiated at that time. It allows Eurohypo to accelerate the loan (i.e. demand repayment) in the event there is an acceleration of another loan in a separate silo. The bank waived this cross-silo default right in September 2010 until April 2011. The final maturity of the loan is 25 July 2012.
The Group is currently considering various options as to how best to proceed with the refinancing of this loan with a view to reaching a loan extension agreement prior to 2012. Negotiations are currently progressing well and no firm decisions have yet been made.
Silo G (J P Morgan; loan €43.7 million; syndicated loan)
This silo is not cash trapped and the loan is performing in accordance with the loan agreement with the lender.
This loan matures on 19 November 2012.
Silo J (properties free of any mortgage or charge)
This silo contains eight properties free of any mortgage or charge with a property value of €13.2 million at 31 December 2010.
Operations
As planned, all asset management functions were centralised under Treveria Asset Management GmbH in Germany in 2010. The streamlining of internal processes was accompanied by the replacement of certain external service providers. We have changed the Company's auditors, the corporate service providers in Luxembourg and the Isle of Man and those used to provide tax advice and compliance work for the property owning companies.
The total number of staff at the end of 2010 was 45 compared to 33 at the end of 2009. Numbers in key asset management areas such as lettings, refurbishments and sales were increased whereas back office staff was slightly reduced.
All these changes were introduced in order to improve the quality of our asset management services, reduce administration costs and ultimately increase shareholder value. It is expected that the full effect will be seen from 2011 onwards. In 2010 the one-off cost of implementing these measures was €0.7 million.
Board and management
Michael Neubuerger, a former director of the Company, took on the role of Chief Executive Officer of Treveria Asset Management at the beginning of 2010. After he left us at the end of December 2010 Bernhard Fuhrmann, the CFO, took over the role as interim CEO while Thomas Laemmerhirt replaced him as CFO. I look forward to working together with the management team to achieve the objectives we have set ourselves.
In January 2011, Eitan Milgram, Executive Vice President of Weiss Asset Management, was appointed as a Non Executive Director.
Although I was only appointed Chairman at the beginning of the current year I would like to thank the Board for their considerable help and guidance and pay tribute to Yossi Raucher who during 2010 led the Group through this programme of extensive change.
Outlook and strategy
In 2011 we expect to start seeing the benefits of the positive market developments and our improved internal structure being reflected in the Company's performance. We expect German retail sales to rise 1.8% to around €413 billion; and we expect retail real estate transaction volumes to grow at around 30%, with average yields going down by 25 basis points. According to various surveys (e.g. CB Richard Ellis: European Investor Intentions in 2011) Germany is the most attractive country for making investment purchases in 2011. Retail real estate was ranked as the highest category for such investments. The Treveria property portfolio comprising High Street, Retail Warehouses and Shopping Centres of which more than 75% are located in the western part of Germany, fits perfectly into this anticipated investment demand.
2010 was the year for Treveria's internal restructuring. 2011 will be the year for refurbishment, new lettings, sales and de-leveraging. However, the overriding objective for management is to de-leverage the portfolio and the strategic goal is to reduce the loan-to-value-ratio to around 65% by 2014.
One of the most important tasks facing the Group is to invest its cash resources wisely on those properties where it believes the best value can be created, particularly through the reduction of vacancies. In 2011 we expect to spend between €15 million and €20 million in such re-developments and refurbishments. In order to accelerate this programme, we contemplate bringing in joint venture partners to mitigate risk whilst still allowing the Company to benefit from any value created. Required capital expenditures will be funded through a mixture of currently trapped cash (Silo D and Silo F/K) and disposal proceeds. It is our aim that the new lettings of the refurbished properties will reduce the vacancy rate (in terms of area) from 14.7% to 11.0% by the end of 2011.
An important factor for the success of the Group is to arrange satisfactory loan extensions in Silos D and E and a waiver extension/loan extension in Silo F/K. Rothschild are supporting us in our negotiations in Silos D and E and constructive meetings have already been held.
The measures described in this statement are all designed to enable Treveria to maximise value for shareholders.
Statement of comprehensive income for the year ended 31 December 2010
| ||||
Year ended | Year ended | |||
31 December | 31 December | |||
2010 | 2009 | |||
Notes | €000 | €000 | ||
Gross rental income | 3 | 124,324 | 145,073 | |
Direct costs | 4 | (29,883) | (32,157) | |
Net rental income | 94,441 | 112,916 | ||
Profit from disposal of investment properties | 1,486 | 1,233 | ||
Surplus/(deficit) on revaluation of investment properties | 10 | 73,529 | (174,464) | |
RETT provision no longer required (net of related expenses) | 15 | 37,417 | - | |
Administrative expenses | 4 | (12,414) | (12,530) | |
Operating profit/(loss) | 194,459 | (72,845) | ||
Finance revenue | 6 | 986 | 1,583 | |
Finance expense | 6 | (77,531) | (88,758) | |
Change in fair value of derivative financial instruments | 6 | 1,945 | (5,033) | |
Gain on derecognition of subsidiaries | 1 | 23,140 | - | |
Profit/(loss) before tax | 142,999 | (165,053) | ||
Income tax charge | 7 | (11,601) | (1,424) | |
Profit/(loss) for the year | 131,398 | (166,477) | ||
Profit/(loss) attributable to: | ||||
Equity holders of the parent company | 131,273 | (165,675) | ||
Non‑controlling interests | 125 | (802) | ||
Profit/(loss) for the year | 131,398 | (166,477) | ||
Other comprehensive income | ||||
Foreign exchange translation differences | 69 | - | ||
Other comprehensive profit/(loss) for the year | 69 | - | ||
Total comprehensive income/(loss) for the year | 131,467 | (166,477) | ||
Total comprehensive income/(loss) attributable to: | ||||
Equity holders of the parent company | 131,342 | (165,675) | ||
Non‑controlling interests | 125 | (802) | ||
Total comprehensive income/(loss) for the year | 131,467 | (166,477) | ||
Earnings/(loss) per share | ||||
Basic earnings/(loss) for the year attributable to ordinary equity holders of the parent company | 8 | 21.64c | (27.45)c | |
Diluted earnings/(loss) for the year attributable to ordinary equity holders of the parent company | 8 | 21.61c | (27.45)c | |
Dividends of €24,234,000 (2009: €nil) were paid during the year (note 20)
Statement of financial position as at 31 December 2010
| |||
2010 | 2009 | ||
Notes | €000 | €000 | |
Non‑current assets | |||
Investment properties | 10 | 1,412,070 | 1,881,064 |
Fixed assets | 274 | 242 | |
Total non‑current assets | 1,412,344 | 1,881,306 | |
Investment property held for disposal | 11 | 5,780 | - |
Current assets | |||
Trade and other receivables | 12 | 13,639 | 20,551 |
Prepayments | 2,768 | 4,487 | |
Cash and short‑term deposits | 13 | 79,393 | 128,250 |
Total current assets | 95,800 | 153,288 | |
Total assets | 1,513,924 | 2,034,594 | |
Current liabilities | |||
Trade and other payables | 14 | 26,897 | 41,230 |
Provision for RETT | 15 | 1,000 | 40,200 |
Interest‑bearing loans and borrowings | 16 | 1,076,121 | 1,442,957 |
Finance lease obligations | 3,181 | 4,008 | |
Current tax liabilities | 7,020 | 7,947 | |
Derivative financial instruments | 17 | 23,856 | 24,413 |
Total current liabilities | 1,138,075 | 1,560,755 | |
Non‑current liabilities | |||
Interest‑bearing loans and borrowings | 16 | 43,264 | 247,673 |
Finance lease obligations | 28,918 | 39,333 | |
Deferred tax liabilities | 7 | 18,084 | 7,174 |
Derivative financial instruments | 17 | 1,375 | 2,973 |
Total non‑current liabilities | 91,641 | 297,153 | |
Total liabilities | 1,229,716 | 1,857,908 | |
Net assets | 284,208 | 176,686 | |
Equity | |||
Issued capital | 18 | 6,071 | 6,035 |
Capital redemption reserve | 19 | 1,088 | 1,088 |
Own shares held | (8) | - | |
Retained earnings and other distributable reserve | 19 | 277,057 | 166,802 |
Total equity attributable to the equity holders of the parent company | 284,208 | 173,925 | |
Non‑controlling interests | - | 2,761 | |
Total equity | 284,208 | 176,686 |
Statement of changes in equity for the year ended 31 December 2010
| Total equity | |||||||||||
Retained | attributable | |||||||||||
Earnings | to the equity | |||||||||||
Capital | Own | and other | holders of | |||||||||
Issued capital | redemption reserve | shares held | distributable reserve | the parent company | Non-controlling interests | Total Equity | ||||||
€000 | €000 | €000 | €000 | €000 | €000 | €000 | ||||||
As at 31 December 2008 | 6,035 | 1,088 | - | 332,477 | 339,600 | 3,563 | 343,163 | |||||
Loss for the year | - | - | - | (165,675) | (165,675) | (802) | (166,477) | |||||
Other comprehensive income | - | - | - | - | - | - | - | |||||
Total comprehensive (loss) | - | - | - | (165,675) | (165,675) | (802) | (166,477) |
| ||||
As at 31 December 2009 | 6,035 | 1,088 | - | 166,802 | 173,925 | 2,761 | 176,686 | |||||
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 | |||||
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) | - | |||||
As at 31 December 2010 | 6,071 | 1,088 | (8) | 277,057 | 284,208 | - | 284,208 | |||||
Cash flow statement for the year ended 31 December 2010
| |||
2010 | 2009 | ||
Notes | €000 | €000 | |
Operating activities | |||
Profit/(loss) before tax | 142,999 | (165,053) | |
Profit from disposal of investment properties | (1,486) | (1,233) | |
(Surplus)/deficit on revaluation of investment properties | 10 | (73,529) | 174,464 |
RETT provision no longer required | 15 | (37,417) | - |
Gain on derecognition of subsidiaries | 1 | (23,140) | - |
Depreciation of fixed assets | 138 | - | |
Finance revenue | 6 | (986) | (1,583) |
Finance expense | 6 | 77,531 | 88,758 |
Change in fair value of derivative financial instruments | 6 | (1,945) | 5,033 |
Equity-settled share based payment transactions | 253 | - | |
Net cash flows from operations before changes in working capital | 82,418 | 100,386 | |
Changes in working capital | |||
Decrease/(increase) in trade and other receivables | 2,751 | (1,968) | |
(Decrease)/increase in trade and other payables | (1,535) | 937 | |
Income tax paid | (1,536) | (197) | |
Net cash flows from operating activities | 82,098 | 99,158 | |
Investing activities | |||
Purchase of and additions to investment properties and fixed assets | (2,363) | (296) | |
Proceeds from disposal of investment properties | 9,231 | 6,133 | |
Finance revenue received | 986 | 1,583 | |
Net cash flows from investing activities | 7,854 | 7,420 | |
Financing activities | |||
Dividends paid to equity holders of the parent company | 20 | (24,234) | - |
Proceeds from issue of shares | 36 | - | |
Repayment of loans | (23,093) | (38,226) | |
Finance expense paid | (79,413) | (85,723) | |
Settlement of derivative financial instruments | (283) | (36) | |
Finance charges paid | - | (265) | |
Net cash flows from financing activities | (126,987) | (124,250) | |
(Decrease)/increase in cash and short-term deposits | (37,035) | (17,672) | |
Cash and short-term deposits as at 1 January | 128,250 | 145,922 | |
Effects on cash held in derecognised subsidiaries | (11,822) | - | |
Cash and short-term deposits at 31 December | 13 | 79,393 | 128,250 |
1. Basis of preparation
This financial information is abridged and does not constitute the Group's full financial statements for the years ended 31 December 2010 and 2009.
Financial statements for the year ended 31 December 2010 will be presented to the Members at the forthcoming Annual General Meeting. The auditors' report on the financial statements for the year ended 31 December 2010 is unqualified but contains an emphasis of matter relating to negotiations with lenders. The matters relating to negotiations with lenders are described below and indicate the existence of material uncertainty.
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 International Financial Reporting Standards ("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.
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 to certain of the loans have occurred:
·; on 11 September 2009, Eurohypo AG - Silo F/K (see note 16) agreed to extend the existing waiver on the loan‑to‑value covenant up to 30 April 2011;
·; on 6 July 2010, Deutsche Bank AG, acting as the Servicer of the first facility from Deutsche Bank AG and Citigroup Global Markets Limited - Silo C (see note 16), filed for insolvency of the silo's subsidiary companies incorporated in Germany. On 16 August 2010, the Court (Amtsgericht Düsseldorf) appointed an Insolvency Administrator (Insolvenzverwalter) due to these companies' insolvency. The Directors, having taken legal advice, have determined that the conditions required to meet the definition of a subsidiary company no longer exist and that as at 16 August 2010, Silo C will no longer be consolidated in the Consolidated financial statements and that the revenue and costs relating to this group will only be included in the Consolidated statement of comprehensive income up to that date. A Gain on derecognition of subsidiaries representing the net liabilities as at that date and amounting to €23,140,000 has been credited to the Consolidated statement of comprehensive income in the year to 31 December 2010;
·; on 31 August 2010, Eurohypo AG - Silo F/K (see note 16) has agreed to waive, until 30 April 2011, its right of acceleration of debt repayment under the cross-default provisions in its loan agreements; and
·; on 7 March 2011, an agreement was reached with Deutsche Bank AG and Citigroup Global Markets Limited in relation to the second facility - Silo D (see note 16). Under this agreement the banks agreed to waive any loan-to-value and debt service cover ratio hard breaches until the loan maturity date of 20 July 2011.
The permitted loan‑to‑value ratios in the debt arrangements as at 31 December 2010 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 90.3%. Were the lenders to adopt the valuations carried out for the purposes of these financial statements as at 31 December 2010, the weighted average loan‑to‑value ratio in respect of the property as security under the total debt arrangements would have been 79.9% after adjusting for cash held in bank accounts that have been restricted by lenders (see note 13).
Where the loan‑to‑value ratio based on the 31 December 2010 valuation is above the covenant level, the amount that would be required to be repaid to cure a potential default has been reclassified as a current liability. Where that liability is in excess of the cash balance available, it has been necessary to reclassify the entire loan amount within current liabilities as there would be no unconditional right to defer settlement should a covenant be breached. The total amount reclassified as at 31 December 2010 was €432,510,000 (2009: €1,439,465,000). However, because of the ring‑fencing of the debt facilities described above and the low likelihood, in the view of the Directors, that such a cure would be required by the funders, the Directors do not consider that the risk of breaching loan‑to‑value covenants will impact the ability of the Group to continue as a going concern.
Nevertheless, in the event that a breach of covenant occurs or a loan matures and no satisfactory waiver, refinancing or renegotiationof 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 2010 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 2010 is between 121% and 192% against breach covenants ranging from 110% to 120%.
Nothing has come to the attention of the Directors to indicate that satisfactory arrangements will not be made with the lenders in respect of the loans which will fall due in the foreseeable future.
2. 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.
2010 | Silo C | Silo D | Silo E | Silo F/K | Silo G | Silo J | Other | Total |
€'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 |
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 |
Operating profit/(loss) | 9,792 | 16,424 | 61,458 | 65,395 | 5,301 | 1,404 | 34,685 | 194,459 |
Net finance (expense)/income | (23,834) | (15,131) | (26,455) | (35,769) | (4,562) | (754) | 31,905 | (74,600) |
Gain on derecognition of subsidiaries | - | - | - | - | - | - | 23,140 | 23,140 |
Profit/(loss) before tax | (14,042) | 1,293 | 35,003 | 29,626 | 739 | 650 | 89,730 | 142,999 |
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/(deficits) 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/(deficits) 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 |
2009 | Silo C | Silo D | Silo E | Silo F/K | Silo G | Silo J | Other | Total |
€'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | €'000 | |
Statement of comprehensive income | ||||||||
Gross rental income | 40,942 |
20,296 | 34,333 | 41,320 | 6,522 | 1,660 |
- | 145,073 |
(Deficit)/surplus on revaluation of investment properties | (79,218) | (26,984) | (28,839) | (39,876) | (820) | 1,273 |
- | (174,464) |
Operating (loss)/profit | (51,308) | (10,833) | (931) | (9,236) | 208 | (43) | (702) | (72,845) |
Net finance (expense)/income | (39,470) | (15,083) | (27,121) | (40,204) | (5,771) | (764) | 36,205 | (92,208) |
(Loss)/profit before tax | (90,778) | (25,916) | (28,052) | (49,440) | (5,563) | (807) | 35,503 | (165,053) |
Statement of financial position | ||||||||
Investment properties at valuation | 524,995 | 257,650 | 476,335 | 495,595 | 73,645 | 11,609 | - | 1,839,829 |
Other assets | 33,468 | 8,368 | 14,395 | 14,042 | 18,408 | 15,858 | 90,226 | 194,765 |
Total assets | 558,463 | 266,018 | 490,730 | 509,637 | 92,053 | 27,467 | 90,226 | 2,034,594 |
Interest-bearing loans and borrowings | (551,079) | (220,971) | (434,357) | (438,468) | (45,755) | - | - | (1,690,630) |
Other liabilities | (233,068) | (67,795) | (116,434) | (217,584) | (49,187) | (28,077) | 544,867 | (167,278) |
Total liabilities | (784,147) | (288,766) | (550,791) | (656,052) | (94,942) | (28,077) | 544,867 | (1,857,908) |
Net assets/(liabilities) | (225,684) | (22,748) | (60,061) | (146,415) | (2,889) | (610) | 635,093 | 176,686 |
Non-controlling interests | (2,761) | - | - | - | - | - | - | (2,761) |
Net equity/(deficits) as shown by Silo and Group | (228,445) | (22,748) | (60,061) | (146,415) | (2,889) | (610) | 635,093 | 173,925 |
Effect of intercompany eliminations | 207,001 | 61,760 | 104,678 | 181,229 | 24,809 | 13,364 | (592,841) | - |
Net equity/(deficits) attributable to the ordinary equity holders of the parent company as shown by Silo and Group | (21,444) | 39,012 | 44,617 | 34,814 | 21,920 | 12,754 | 42,252 | 173,925 |
3. Revenue
Year ended | Year ended | |
31 December | 31 December | |
2010 | 2009 | |
€000 | €000 | |
Rental income from investment properties | 124,324 | 145,073 |
Finance revenue (see note 6) | 986 | 1,583 |
125,310 | 146,656 |
4. Operating profit
The following items have been charged or (credited) in arriving at operating profit:
Direct costs
Year ended | Year ended | |
31 December | 31 December | |
2010 | 2009 | |
€000 | €000 | |
Service charge expenditure | 27,559 | 34,071 |
Service charge income | (18,406) | (21,524) |
Irrecoverable service charges | 9,153 | 12,547 |
Property management fee | 6,795 | 7,249 |
Ground rent/lease charges | 4,123 | 5,267 |
Other property costs | 9,812 | 7,094 |
29, 883 | 32,157 |
Administrative expenses
Year ended | Year ended | |
31 December | 31 December | |
2010 | 2009 | |
€000 | €000 | |
Audit fee | 429 | 439 |
Directors' fees | 339 | 406 |
Directors' expenses | 42 | 18 |
Net foreign exchange loss/(gain) | 129 | (22) |
Bank fees | 295 | 210 |
Staff costs (see note 5) | 4,320 | 3,057 |
Legal and professional fees and other administrative costs | 6,860 | 8,422 |
12,414 | 12,530 |
Included in administrative expenses is €1,820,000 (2009: €223,000) of fees receivable by the auditors and their associates in respect of other non‑audit services. €498,000 (2009: nil) relates to services provided in prior periods.
The total Directors' fees were €339,000 (2009: €406,000).
5. Employee costs and numbers
Year ended | Year ended | |
31 December | 31 December | |
2010 | 2009 | |
€000 | €000 | |
Wages and salaries | 3,830 | 2,710 |
Social security costs | 411 | 320 |
Other employment costs | 79 | 27 |
4,320 | 3,057 |
The average number of persons employed by the Group during the year was 46 (2009: 26).
6. Finance revenue and expense
Year ended | Year ended | |
31 December | 31 December | |
2010 | 2009 | |
€000 | €000 | |
Bank interest receivable | 986 | 1,583 |
Finance revenue | 986 | 1,583 |
Bank loan interest payable | (74,530) | (84,652) |
Amortisation of capitalised finance charges | (2,928) | (4,050) |
Accelerated amortisation due to loan prepayments on the disposal of investment properties | - | (15) |
Loss on termination of swap arrangements on disposal of investment properties | (73) | (41) |
Finance (expense) | (77,531) | (88,758) |
(76,545) | (87,175) | |
Change in fair value of derivative instruments (note 17) | 1,945 | (5,033) |
Net finance revenue/(expense) | (74,600) | (92,208) |
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 €36,792,000 (2009: €34,897,000). 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.
7. Income tax
Year ended | Year ended | |
31 December | 31 December | |
2010 | 2009 | |
€000 | €000 | |
Current income tax | ||
Current income tax charge | 373 | 4,768 |
Tax charge relating to disposal of investment properties | 235 | 196 |
608 | 4,964 | |
Deferred tax | ||
Relating to origination and reversal of temporary differences | 10,993 | (3,540) |
Income tax charge reported in the statement of comprehensive income | 11,601 | 1,424 |
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 €608,000 (2009: €4,964,000) represents tax charges on profits arising in Germany, that is subject to corporate income tax of 15.825% (2009: 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 | |
2010 | 2009 | |
€000 | €000 | |
Profit/(loss) before tax | 142,999 | (165,053) |
Other comprehensive income | 69 | - |
Total comprehensive income for the year | 143,068 | (165,053) |
Total comprehensive income before tax multiplied by rate of corporation tax in Germany of 15.825% (2009: 15.825%) | 22,640 | (26,120) |
Effects of: | ||
Different rates of tax in other countries | (369) | 347 |
Income exempt from tax | (20,144) | - |
Expenses deductible for tax purposes | (5,058) | (5,663) |
Tax losses carried forward | 3,539 | 7,994 |
Deferred tax liability recognised | 10,993 | - |
Deferred tax assets on revaluation deficits not recognised | - | 24,866 |
Total income tax charge in the statement of comprehensive income (as above) | 11,601 | 1,424 |
Deferred tax liability
2010 | 2009 | |
€000 | €000 | |
As at 1 January | 7,174 | 10,714 |
Released in respect of property disposals | - | (13) |
Effect of derecognition of subsidiaries | (83) | - |
Revaluation of investment properties to fair value | 10,993 | (3,527) |
Balance as at 31 December | 18,084 | 7,174 |
The Group has tax losses of €90 million (2009: €118 million) that are available indefinitely for offset against future taxable profits of the companies in which the losses arose. 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.
The Group has an unprovided deferred tax liability of €nil as at 31 December 2010 (2009: €13 million) in respect of the difference between the tax base and the carrying value of investment properties that arose upon the acquisition of subsidiaries.
8. Earnings per share
The calculation of the basic, diluted and adjusted earnings per share is based on the following data:
2010 | 2009 | |
€000 | €000 | |
Earnings | ||
Earnings for the purpose of basic and diluted earnings per share | ||
Profit/(loss) for the year attributable to the equity holders of the parent company | 131,273 | (165,675) |
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 | (126,216) | 174,140 |
Adjusted earnings | 5,057 | 8,465 |
Number of shares | ||
Weighted average number of ordinary shares for the purpose of basic earnings per share | 606,726,891 | 603,468,809 |
Weighted average effect of dilutive share options* | 862,500 | - |
Weighted average number of ordinary shares for the purpose of diluted earnings per share | 607,589,391 | 603,468,809 |
Basic earnings per share | 21.64c | (27.45)c |
Diluted earnings per share | 21.61c | (27.45)c |
Adjusted earnings per share | 0.83c | 1.40c |
* The share options in issue have not been included in the calculation of the diluted earnings per share for the year ended 31 December 2009 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.
9. Net assets per share
2010 | 2009 | |
€000 | €000 | |
Net assets | ||
Net assets for the purpose of assets per share(assets attributable to the equity holders of the parent company) | 284,208 | 173,925 |
Deferred tax arising on revaluation surpluses | 18,084 | 7,174 |
Derivative financial instruments | 25,231 | 27,386 |
Adjusted net assets attributable to equity holders of the parent company | 327,523 | 208,485 |
Number of shares | ||
Number of ordinary shares for the purposes of net assets per share | 607,068,809 | 603,468,809 |
Net assets per share | 46.82c | 28.82c |
Adjusted net assets per share | 53.95c | 34.55c |
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.
10. Investment properties
A reconciliation of the valuation carried out by the external valuer to the carrying values shown in the statement of financial position is as follows:
2010 | 2009 | |
€000 | €000 | |
Investment properties at market value | 1,386,382 | 1,840,615 |
Onerous leases | - | (786) |
Total investment properties at market value per valuers' report | 1,386,382 | 1,839,829 |
Adjustment in respect of minimum payments under head leases separately included as a liability at present value in the statement of financial position | 32,099 | 43,341 |
Adjustment in respect of rent free periods | (631) | (2,106) |
1,417,850 | 1,881,064 | |
Less reclassified property held for disposal (see note 11) | (5,780) | - |
1,412,070 | 1,881,064 |
All properties were valued as at 31 December 2010, by qualified professional valuers working for the company of DTZ Debenham Tie Leung Limited, (DTZ), 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. DTZ's opinion of 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 an equivalent yield of 6.85% (2009: 7.5%).
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. DTZ's valuation report is dated 28 March 2011 (the "Valuation Report") and has been signed by Taco Brink, a Director of DTZ, which has provided valuation reports to Treveria plc for the same purpose as the Valuation Report for a continuous period since 2006.
In addition to the matters referred to above, DTZ provides the Group with valuations for acquisition and other purposes including secured lending.
DTZ is a wholly owned subsidiary of DTZ Holdings plc. In the financial year ended 30 April 2010, the proportion of total fees payable by the Group to the total fee income was less than 5%.
The movement on the valuation of the investment properties at market value per the valuers' report is as follows:
2010 | 2009 | |
€000 | €000 | |
Total investment properties at market value per valuers' report as at 1 January | 1,839,829 | 2,016,590 |
Additions and subsequent expenditure | 2,449 | 2,603 |
Disposals | (9,045) | (4,900) |
Derecognition of Silo C (see note 1) | (520,380) | - |
Surplus/(deficit) on revaluation of investment properties | 73,529 | (174,464) |
Total investment properties at market value per valuers' report as at 31 December | 1,386,382 | 1,839,829 |
11. Investment property held for disposal
As at 31 December 2010, the Group held two properties (2009: none) that were notarised for sale to third parties. The assessed fair value of these properties as at 31 December 2010 was €5,780,000
As set out in Note 23 Events after the date of the statement of financial position, these properties were disposed of by mid February 2011, realising net €5,519,000, after taking into account attributable expenses which were accrued as at 31 December 2010.
12. Trade and other receivables
Group | ||
2010 | 2009 | |
€000 | €000 | |
Trade receivables | 7,065 | 13,082 |
Other receivables | 6,574 | 7,469 |
13,639 | 20,551 |
As at 31 December 2010, trade receivables at nominal value of €7,240,000 (2009: €14,388,000) were impaired and fully provided for.
13. Cash and short‑term deposits
2010 | 2009 | |
€000 | €000 | |
Cash at banks and in hand | 79,393 | 128,250 |
79,393 | 128,250 |
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 €79,393,000 (2009:€128,250,000).
As at 31 December 2010 €23,596,000 (2009: €34,457,000) 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 2010 €15,494,000 (2009: €25,705,000) 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.
14. Trade and other payables
2010 | 2009 | |
€000 | €000 | |
Trade payables | 6,087 | 11,653 |
Accrued operating expenses | 8,094 | 6,808 |
Accrued interest | 11,173 | 16,056 |
Other payables | 1,543 | 6,713 |
26,897 | 41,230 |
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.
15. Provision
2010 | 2009 | |
€000 | €000 | |
Real Estate Transfer Tax ("RETT") | 1,000 | 40,200 |
In the Annual Report for the year ended 31 December 2009, it was reported that a transaction in December 2008 relating to certain group non-controlling interests, gave rise to an obligation for payment of German RETT. At that time a provision 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.. It has also been reported that the Group's legal advisors 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 is continuing to challenge the assessment of the RETT on various legal grounds and has, as announced in the Group's Half year report, 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 Isle of Man, the RETT is not presently enforceable and the "European Council Directive 2008/55/EC on mutual assistance for the recovery of claims relating to certain levies, duties, taxes and other measures" (Recovery Directive) is not expected to be implemented in the Isle of Man.
In September 2010, it was decided to continue (redomicile) both Treveria Holdings S.à r.l. and Treveria Properties S.à r.l. from Luxembourg to the Isle of Man, where Treveria plc is already domiciled. These became effective on the 10 November 2010 and 17 November 2010 respectively and their names were changed to Treveria Holdings Limited and Treveria Properties Limited. These actions will help to streamline further the corporate structure of the Treveria Group, to improve management controls and to simplify the legal environment in which they work.
In light of the above, the Group has reassessed the probability that Treveria Holdings Limited might be subject to the RETT liability. Based on legal advice received, it has been concluded that, following the relocation to the Isle of Man, it is no longer more likely than not that Treveria Holdings Limited will be required to settle the RETT obligation. A balance of €1,000,000 has been retained within this Provision to settle amounts which may become payable in relation to the RETT relief procedures, (as mentioned above) and therefore the balance of the Provision of € 39,200,000 is no longer required and has been released to the Consolidated statement of comprehensive income for the year ended 31 December 2010, net of related expenses.
At the time the Provision for RETT was computed for inclusion as a prior year restatement in the Consolidated financial statements prepared for the year ended 31 December 2009, conservative estimates were used to determine the relevant property values and tax bases. During the year ended 31 December 2010, a more detailed analysis has been performed and a reasonable estimate of the possible liability is now €32,000,000. 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 as at 31 December 2010 (see note 22).
16. Interest‑bearing loans and borrowings
Effective | |||||
interest | 2010 | 2009 | |||
rate % | Maturity | €000 | €000 | ||
Current | |||||
Deutsche Bank and Citigroup loan - first facility | 4.58 | 20 January 2011 | - | 552,688 | |
Deutsche Bank and Citigroup loan- second facility | 4.79 | 20 July 2011 | 218,334 | 19,199 | |
ABN Amro loan | 4.76 | 15 July 2011 | 385,204 | 392,160 | |
ABN Amro loan | Floating - capped | 15 July 2011 | 42,800 | 43,573 | |
Eurohypo loan | Floating - swapped | 25 July 2012 | 391,507 | 391,507 | |
Eurohypo loan | Floating - capped | 25 July 2012 | 41,797 | 50,348 | |
Capitalised finance charges on all loans | (3.521) | (6,518) | |||
1,076,121 | 1,442,957 | ||||
Non‑current | |||||
Deutsche Bank and Citigroup loan- second facility | 4.79 | 20 July 2011 | - | 202,628 | |
JPMorgan loan | Floating - swapped | 19 November 2012 | 43,651 | 46,972 | |
Capitalised finance charges on all loans | (387) | (1,927) | |||
43,264 | 247,673 | ||||
Total | 1,119,385 | 1,690,630 | |||
The borrowings are repayable as follows: | |||||
On demand or within one year | 1,076,121 | 1,442,957 | |||
In the second year | 43,264 | 201,106 | |||
In the third to fifth years inclusive | - | 46,567 | |||
Total | 1,119,385 | 1,690,630 | |||
As required by IAS 1 €432,510,000 (2009: €1,439,465,000) of debt facilities have been reclassified as current liabilities though it is not anticipated that settlement of these liabilities is likely to occur within twelve months of the date of the statement of financial position.
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
Under the first facility (Silo C), the amount outstanding at 31 December 2009 amounted to €552,688,000. As disclosed in note 1, Deutsche Bank AG filed for insolvency of the Silo's subsidiary companies incorporated in Germany. On 16 August 2010, the Court (Amtsgericht Düsseldorf) appointed an Insolvency Administrator (Insolvenzverwalter) arising from these companies' insolvency. The Directors have determined that the conditions required to meet the definition of a subsidiary company no longer existed with effect from 16 August 2010. From that date, the Silo's assets, upon which the loan was secured, and the liabilities within this Group, would no longer be consolidated in the Consolidated statement of financial position and the revenue and costs relating to this Silo would only be included in the Consolidated statement of comprehensive income up to that date. The interest rate charged on the outstanding balance up to that date was fixed at 4.58% and was payable quarterly. The facility had been in cash trap since October 2008.
Under the second facility (Silo D), during the year amounts of €3,493,000 (2009: €3,493,000) were repaid arising from amortisations due under the loan agreement, resulting in a balance at the end of the year of €218,334,000 (2009: €221,827,000). The interest rate on this loan is fixed at 4.79% per annum payable quarterly in arrears. The loan amortises by 1.5% per annum with a final repayment due on 20 July 2011. The facility has been in cash trap (note 13) 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 €7,729,000 (2009: €2,889,000) were repaid arising from proceeds of sale of investment property and other prepayments due under the loan agreement, resulting in a balance at the end of the year of €428,004,000 (2009: €435,733,000). Interest on 90% of the loan is 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 is payable quarterly in arrears. The loan amortises by increasing amounts up to 1% per annum with a final repayment due on 15 July 2011. 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 €8,551,000 (2009: €19,409,000) were repaid arising from amortisations and other prepayments due under the loan agreement, resulting in a balance at the end of the year of €433,304,000 (2009: €441,855,000). Interest on approximately 90% 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 10% 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 13) 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 €3,321,000 (2009: €1,127,000) were repaid arising from proceeds of sale of investment property resulting in a balance at the end of the year of €43,651,000 (2009: €46,972,000). The interest rate on this loan is fixed at 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.
17. 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.
2010 | ||
Carrying amount | Fair value | |
€000 | €000 | |
Financial assets | ||
Cash and short-term deposits | 79,393 | 79,393 |
Trade and other receivables | 13,639 | 13,639 |
Financial liabilities | ||
Trade and other payables | 26,897 | 26,897 |
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 |
2009 | ||
Carrying amount | Fair value | |
€000 | €000 | |
Financial assets | ||
Cash and short-term deposits | 128,250 | 128,250 |
Trade and other receivables | 20,551 | 20,551 |
Financial liabilities | ||
Trade and other payables | 41,230 | 41,230 |
Interest‑bearing loans and borrowings: | ||
- floating rate loans capped | 93,921 | 93,921 |
- floating rate loans swapped into fixed rates | 438,479 | 438,479 |
- fixed rate loans | 1,166,675 | 1,203,784 |
Derivative financial instruments | 27,386 | 27,386 |
Finance leases | 43,341 | 43,341 |
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
2010 | 2009 | |
€000 | €000 | |
As at 1 January | 27,386 | 22,404 |
Disposals | (210) | (51) |
Change in fair value of derivative financial instruments | (1,945) | 5,033 |
25,231 | 27,386 | |
Current liabilities | 23,856 | 24,413 |
Non-current liabilities | 1,375 | 2,973 |
25,231 | 27,386 |
18. Issued capital
Share | ||
Number | Capital | |
Authorised | of shares | € |
Ordinary shares of €0.01 each | ||
As at 31 December 2010 and 2009 | 1,500,000,000 | 15,000,000 |
Share | ||
Number | 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 | 3,600,000 | 36,000 |
As at 31 December 2010 | 607,068,809 | 6,070,688 |
Holders of the ordinary shares are entitled to receive dividends and other distributions and to attend and vote at any general meeting.
19. Other reserves
Capital redemption reserve
The capital redemption reserve reflects the nominal value of shares purchased by the Group for cancellation and is €1,088,000 (2009: €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 €277,057,000 (2009: €166,802,000).
20. Dividends
2010 | 2009 | |
€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 | - |
21. Capital commitments
As at 31 December 2010 the Group had no notarised transactions for completion after the year end for the acquisition of investment properties. As at 31 December 2009 the Group had no notarised transactions 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 (2009: €176,000) payable by its subsidiary undertakings under head leases for varying periods not exceeding 22 years.
22. Contingent liabilities
As disclosed in more detail in note 15, Treveria Holdings Limited is subject to a contingent liability of up to €32,000,000 for German RETT.
23. Events after the date of the statement of financial position
Disposal of investment properties
As at 31 December 2010, the Group held two investment properties that were notarised for sale to third parties. The assessed fair value of these properties as at 31 December 2010 was €5,780,000. These properties were disposed of by mid February 2011, realising net €5,519,000, after taking into account attributable expenses which were accrued as at 31 December 2010.
Purchase of own shares
Since the year end, the Company has bought back 2,060,000 (2009: nil) ordinary shares with a total nominal value of €20,600, at an average weighted price of €0.15 per share. These shares have been cancelled and the nominal value has been transferred to the capital redemption reserve.
Related Shares:
GWIK.L