27th Aug 2019 07:00
27 August 2019
Raven Property Group Limited ("Raven" or the "Company")
2019 Interim Results
Raven today announces its unaudited results for the six months ended 30 June 2019.
Highlights
·; Net operating income of £64.3 million for the six months to 30 June 2019 (30 June 2018: £57.6 million);
·; Average occupancy of 90% for the period (30 June 2018: 84%);
·; Basic underlying earnings per share 5.31p (30 June 2018: 0.67p);
·; IFRS profit for the period of £26.2 million (30 June 2018: loss of £28.8 million);
·; Diluted net asset value per share increases by 40% to 67p (31 December 2018: 48p);
·; 14.8% of the Company's ordinary shares purchased for 36p per share and cancelled on 21 August 2019;
·; On a proforma basis, this increases net asset value per share by a further 5p;
·; Proposed distribution of 1.25p per ordinary share by way of a tender offer buy back of 1 in 44 shares at 55p.
Glyn Hirsch CEO said "We are pleased with these results which reflect steadily improving market conditions and finally, some currency movements working in our favour. "
Enquiries
Raven Property Group Limited Anton Bilton Glyn Hirsch
| Tel: + 44 (0) 1481 712955 |
Novella Communications Tim Robertson Fergus Young
| Tel: +44 (0) 203 151 7008 |
N+1 Singer Corporate Finance - James Maxwell / James Moat Sales - Alan Geeves / James Waterlow
| Tel: +44 (0) 20 7496 3000 |
Numis Securities Limited Alex Ham / Jamie Loughborough / Alasdair Abram
| Tel: + 44 (0) 207 260 1000 |
Renaissance Capital (South Africa) Yvette Labuschagne
| Tel: +27 (11) 750 1448 |
Renaissance Capital (Moscow) David Pipia
| Tel: + 7 495 258 7770 |
Ravenscroft Jade Cook
| Tel: + 44 (0) 1481 729100 |
This announcement contains forward-looking statements that involve risk and uncertainties. The Group's actual results could differ materially from those estimated or anticipated in the forward-looking statements as a result of many factors. Information contained in this announcement relating to the Company should not be relied upon as a guide to future performance.
About Raven Property Group Limited
Raven Property Group Limited was founded in 2005 to invest in class A warehouse complexes in Russia and lease to Russian and International tenants. Its Ordinary Shares and preference shares are listed on the Main Market of the London Stock Exchange and admitted to the Official List of the UK Listing Authority and the Official List of The International Stock Exchange ("TISE"). Its Ordinary Shares also have a secondary listing on the main board of the Johannesburg Stock Exchange and the Moscow Stock Exchange. Its convertible preference shares are admitted to the Official List of TISE and to trading on the SETSqx market of the London Stock Exchange. The Group operates out of offices in Guernsey, Moscow and Cyprus and has an investment portfolio of circa 1.9 million square metres of Grade "A" warehouses in Moscow, St Petersburg, Rostov-on-Don, Novosibirsk and Nizhny Novgorod and 49,000 square metres of commercial office space in St Petersburg. For further information visit the Company's website: www.theravenpropertygroup.com
Financial Summary
Income Statement for the 6 months ended: | 30 June 2019 | 30 June 2018 |
Net Rental and Related Income (£m) | 64.3 | 57.6 |
Underlying Earnings after tax (£m) | 32.4 | 4.4 |
Underlying Basic EPS (pence) | 5.31 | 0.67 |
Revaluation surplus/(deficit) (£m) | 18.2 | (26.1) |
IFRS Earnings/(loss) after tax (£m) | 26.2 | (28.8) |
Distribution per share (pence) | 1.25 | 1.25 |
Balance Sheet at: | 30 June 2019 | 31 December 2018 |
Investment Property Market Value (£m) | 1,337 | 1,194 |
Diluted NAV per share (pence) | 67 | 48 |
Letting Summary
Warehouse Portfolio Maturities
Maturities '000 sqm | 2019 | 2020 | 2021 | 2022 | 2023-2032 | Total |
Maturity profile at 1 January 2019 | 244 | 258 | 358 | 221 | 602 | 1,683 |
Renegotiated and extended | (38) | (3) | (18) | 0 | (33) | (92) |
Maturity profile of renegotiations | 21 | 12 | 0 | 11 | 48 | 92 |
Vacated/terminated | (117) | 0 | (3) | 0 | 0 | (120) |
New Lettings | 30 | 1 | 4 | 4 | 77 | 116 |
Maturity profile at 30 June 2019 | 140 | 268 | 341 | 236 | 694 | 1,679 |
Maturity profile with breaks | 211 | 438 | 463 | 136 | 431 | 1,679 |
Office Portfolio Maturities
Maturities '000 sqm | 2019 | 2020 | 2021 | 2022 | 2023-2032 | Total |
Maturity profile at 1 January 2019 | 11 | 7 | 1 | 16 | 14 | 49 |
Break exercised | 4 | (4) | 0 | 0 | 0 | 0 |
Vacated/terminated | (10) | 0 | 0 | 0 | 0 | (10) |
New Lettings | 0 | 1 | 0 | 0 | 6 | 7 |
Maturity profile at 30 June 2019 | 5 | 4 | 1 | 16 | 20 | 46 |
Maturity profile with breaks | 7 | 1 | 2 | 21 | 15 | 46 |
Lease Currency Mix
USD | RUB | EUR | Vacant | Total | |
Sqm % | 19% | 67% | 3% | 11% | 100% |
Secured debt currency profile
USD | RUB | EUR | Total | |
Debt portfolio% | 11% | 37% | 52% | 100% |
Chairman's Message
I am pleased to report that it has been a positive six months trading for the Group. Average occupancy in our warehouse portfolio ran at 90% compared to 84% in the same period last year, boosting our net rental and related income. Today we are 90% let with a further 2% of vacant space subject to letters of intent.
Our balance sheet too continues to adapt to match our income profile. Secured debt today is 37% Rouble denominated and 52% Euro with two US Dollar denominated facilities remaining. We expect to refinance the last of those US Dollar facilities before the year end and there to be a continuing increase in Rouble weighting as we convert Euro debt. Should the Russian Central Bank continue to ease interest rates then that will accelerate the transition to Roubles.
We have seen a significant improvement in our net asset value per share since the year end, increasing from 48p to 67p as the Rouble strengthened and asset valuations continued to improve.
The threat of increased US sanctions against Russia and the effect of the current trade war tensions on the oil price have dampened the strength of the Rouble since 30 June but without exposure to US Dollar liabilities the immediate impact of events such as these on our balance sheet has been significantly reduced. With Brexit weighing heavily on the UK, the Rouble remains strong against Sterling compared to the position at 31 December 2018.
We have completed the buy back and cancellation of 14.8% of our ordinary shares following the various ordinary shareholder and preference shareholder votes on 20 August 2019. This also supports a strengthening of our net asset value per share. It does, however, mean that Woodford Investment Management is no longer a stakeholder in our business. Neil Woodford has been a staunch supporter of Raven and we thank him for that support.
We intend to pay an interim distribution of 1.25p by way of tender offer buy back in the usual manner, with 1 in 44 shares being purchased at 55p.
Richard Jewson
Chairman
26 August 2019
Chief Executive's Review
Dear shareholders
The first half of the year has shown a continuing improvement in our market. Tenant demand is good and rents are increasing as Russian Central Bank rates ("CBR") continue to fall and there are early signs of yield compression too.
We have let 115,002sqm of space in the first six months of the year at steadily improving rents. Today, prime Moscow dry warehouse rents have increased to Roubles 4,100 per sqm. With average annual indexation of 5.9% these levels are more attractive than they have been for a while.
We have continued to work on the liability side of our balance sheet and have only two US Dollar debt facilities remaining. Both of these will be converted to a Rouble/Euro mix before the year end.
There has also been a significant change in our shareholder register following the well publicised events at Woodford Investment Management ("WIM"). The opportunity to purchase the WIM ordinary shares for cancellation at a significant discount to net asset value was too good to miss and on a proforma basis, would result in a further 5p increase in net asset value per share. It is disappointing to see one of our longest standing supporters withdraw but life goes on. The WIM holding of convertible and irredeemable preference shares were placed with over 35 institutions.
With the reduced number of 511 million ordinary shares now in issue we should see more benefit in any upward valuation or distribution.
Property Update
At 30 June 2019, our warehouse portfolio comprised 1.89 million sqm and our office portfolio, 49,000sqm of space. Average occupancy for the six months ran at 90% compared to 84% for the same period last year. Today, occupancy levels hold at 90% with a further 2% of vacant space subject to letters of intent ("LOIs").
Warehouse Portfolio
New warehouse lettings in the six months to 30 June 2019 totaled 115,002sqm with a further 91,584sqm of existing leases renegotiated and extended. Tenants vacated 119,812sqm of space including one major tenant vacating 91,284sqm at the end of June.
As at 30 June 2019 we had 140,114sqm of warehouse leases maturing in the second half of the year and 71,644sqm of potential lease breaks. Of those, we expect 46,652sqm of maturing tenants and 4,760sqm of breaks to vacate before the year end.
Since the period end, we have let 19,562sqm of vacant warehouse space and renegotiated and extended 31,818sqm of maturing leases. A further 38,713sqm of vacant space and 109,383sqm of negotiations on currently let space are subject to LOIs.
Prime Moscow warehouse rents are in the range Roubles 3,800 to 4,100 per sqm today as compared to Roubles 3,800 to 4,000 per sqm at the end of 2018. Prime yields remain in the range 10.75% to 12.25%.
Currency Mix
Rouble denominated leases accounted for 67% (31 December 2018: 61%) of the total warehouse space at the period end and US Dollar leases 19% (31 December 2018: 26%). The average Rouble rent was 5,118 per sqm (31 December 2018: 4,900 per sqm) and the average US Dollar rent was $147 per sqm (31 December 2018: $148 per sqm). Rouble denominated leases had a weighted average term to maturity of 4.2 years (31 December 2018: 4.5 years) and US Dollar leases 2.2 years (31 December 2018: 2.1 years).
Office Portfolio
Our St Petersburg office portfolio has seen significant changes in tenancy as a result of known lease expiries, but overall performance is satisfactory with rents continuing to increase. In the year to date, we have let 11,530sqm of vacant space with maturities of 10,171sqm vacating, including a single tenant from 6,936sqm. Average Rouble rents at the period end were Roubles 14,207 per sqm (31 December 2018: 13,997 per sqm).
Results
Underlying Earnings
Improving average occupancy, increasing to 90% from 84% for the same period last year, together with revenue generated from the 123,200sqm of acquisitions completed in the second half of last year supported net rental and related income of £64.3 million for the six months (30 June 2018: £57.6 million). Underlying earnings before foreign exchange profits were £13.4 million (30 June 2018: £8.6 million) and £32.4 million (30 June 2018: £4.4 million) after foreign exchange movements. The recovery of the Rouble from the weak position at the end of 2018 generated foreign exchange gains of £18.9 million in the income statement (30 June 2018: loss of £4.2 million).
IFRS Earnings
An IFRS profit of £26.2 million (30 June 2018: loss of £28.8 million) includes a profit on the revaluation of property of £18.2 million (30 June 2018: loss of £26.1 million) reflecting the continuing improvement in ERV's and yields. This was offset by mark to market losses on interest caps of £13.9 million (30 June 2018: profit of £2.6 million), principally on CBR caps taken out towards the end of 2018, the movement indicative of the positive outlook for further CBR cuts.
Net Asset Value
Our net asset value has made a marked recovery from the year end, our property asset values increasing both in Rouble terms and on translation to Sterling when compared to the very weak Rouble position at 31 December 2018. From a Sterling/Rouble rate of 88.4 at the year end the Rouble strengthened to 79.9 at 30 June 2019, the latter being close to the three year average of 80. This resulted in an increase of £129.3 million on the equivalent Sterling value of our properties.
Diluted, Net Asset Value per share of 67p at 30 June 2019 is a 40% increase on the year end value of 48p.
Financing
The transition of our secured finance facilities to a Rouble/Euro blend continues. Today, of the £677 million (31 December 2018: £643 million) secured debt, 37% (31 December 2018: 31%) is Rouble denominated, 52% (31 December 2018: 35%) Euro denominated and 11% (31 December 2018: 34%) US Dollar denominated. We are currently engaged in extending £122 million of facilities, including the near term maturities, and converting another 8% into Rouble facilities. We do not expect to hold any US Dollar denominated debt at the year end.
Our blended cost of debt is 7.39% (31 December 2018: 7.69%), the weighted average term to maturity 3.6 years (31 December 2018: 4.0 years) and all facilities have floating rate interest hedged with interest caps. The secured debt loan to value ratio at 30 June 2019 was 50.0% (31 December 2018: 53.3%).
Cash flow
Cash balances are slightly up on the year end at £83 million (31 December 2018: £73 million), with a small cash inflow in the six months before the effect of the strengthening Rouble.
Share Buy Back
Following the EGM held on 20 August, the Company purchased 89,144,978 of its ordinary shares, representing 14.8% of the shares in issue, for 36p per share. This represents a significant discount to the Company's net asset value per share. The shares have now been cancelled and, on a proforma basis, this would add a further 5p to the Company's basic net asset value per share as at 30 June 2019.
Tender offer
We are proposing a distribution of the equivalent of 1.25p per ordinary share by way of tender offer buy back of 1 in 44 shares at 55p (30 June 2018: 1.25p by way of an offer of 1 in 44 shares at 55p).
Glyn Hirsch
Chief Executive Officer
26 August 2019
Corporate Governance
Principal risks and uncertainties
Internal controls and an effective risk management regime are integral to the Group's continued operation. The assessment of risks faced by the Group, together with their potential impact and possible mitigating actions, is set out in the Risk Report on pages 40 to 43 of the Group's 2018 Annual Report. These risks fall into five main categories: political and economic risk; financial risk; property investment; Russian domestic risk; and personnel risk.
Having reviewed the principal risks and uncertainties for the Group in relation to the first half of 2019, the Board believes that these have remained consistent with those presented in the 2018 Annual Report.
Going concern
The financial position of the Group, its cash flows, liquidity and borrowings are described in the Chief Executive's Review and the accompanying financial statements and related notes. During the period the Group had, and continues to hold, substantial cash and short term deposits and is generating underlying profits. As a consequence, the Directors believe the Group is well placed to manage its business risks.
After making enquiries and examining major areas that could give rise to significant financial exposure, the Board has a reasonable expectation that the Company and the Group have adequate resources to continue its operations for the foreseeable future. Accordingly, the Group continues to adopt the going concern basis in the preparation of the accompanying interim financial statements.
Directors' Responsibility Statement
The Board confirms to the best of its knowledge:
The condensed financial statements have been prepared in accordance with IAS 34 as adopted by the European Union, and that the half year report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R.
The names and functions of the Directors of Raven Property Group Limited are disclosed in the 2018 Annual Report of the Group.
This responsibility statement was approved by the Board of Directors on the 26 August 2019 and is signed on its behalf by
Mark Sinclair Colin Smith
Chief Financial Officer Chief Operating Officer
INDEPENDENT REVIEW REPORT TO RAVEN PROPERTY GROUP LIMITED
Introduction
We have been engaged by the Company to review the condensed set of financial statements in the interim financial report for the six months ended 30 June 2019 which comprises the Condensed Unaudited Group Income Statement, the Condensed Unaudited Group Statement of Comprehensive Income, the Condensed Unaudited Group Balance Sheet, the Condensed Unaudited Group Statement of Changes in Equity, the Condensed Unaudited Group Cash Flow Statement and the related notes 1 to 20. We have read the other information contained in the interim financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the Company in accordance with guidance contained in International Standard on Review Engagements 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our work, for this report, or for the conclusions we have formed.
Directors' Responsibilities
The interim financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the interim financial report in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.
As disclosed in note 1, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this interim financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting", as adopted by the European Union.
Our Responsibility
Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the interim financial report based on our review.
Scope of Review
We conducted our review in accordance with International Standard on Review Engagements 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the interim financial report for the six months ended 30 June 2019 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.
Ernst & Young LLP
London
26 August 2019
Condensed Unaudited Group Income Statement | ||||||||||||||
For the six months ended 30 June 2019 | ||||||||||||||
Six months ended 30 June 2019 | Six months ended 30 June 2018 | |||||||||||||
Notes | Underlying earnings | Capital & other | Total | Underlying earnings | Capital & other | Total | ||||||||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |||||||||
Gross revenue | 2 | 87,731 | - | 87,731 | 79,405 | - | 79,405 | |||||||
Property operating expenditure and cost of sales | (23,429) | - | (23,429) | (21,781) | - | (21,781) | ||||||||
Net rental and related income | 2 | 64,302 | - | 64,302 | 57,624 | - | 57,624 | |||||||
Administrative expenses | 3 | (11,419) | (953) | (12,372) | (12,272) | (1,652) | (13,924) | |||||||
Share-based payments and other long term incentives | 17b | - | (873) | (873) | (637) | (1,163) | (1,800) | |||||||
Foreign currency profits / (losses) | 18,943 | - | 18,943 | (4,238) | - | (4,238) | ||||||||
Share of profits of joint ventures | 701 | - | 701 | 148 | - | 148 | ||||||||
Operating profit / (loss) before profits and losses on investment property | 72,527 | (1,826) | 70,701 | 40,625 | (2,815) | 37,810 | ||||||||
Unrealised profit / (loss) on revaluation of investment property | 7 | - | 18,073 | 18,073 | - | (26,537) | (26,537) | |||||||
Unrealised profit on revaluation of investment property under construction | 8 | - | 92 | 92 | - | 459 | 459 | |||||||
Operating profit / (loss) | 2 | 72,527 | 16,339 | 88,866 | 40,625 | (28,893) | 11,732 | |||||||
Finance income | 4 | 1,281 | - | 1,281 | 1,611 | 4,240 | 5,851 | |||||||
Finance expense | 4 | (37,227) | (19,298) | (56,525) | (35,334) | (8,185) | (43,519) | |||||||
- | - | |||||||||||||
Profit / (loss) before tax | 36,581 | (2,959) | 33,622 | 6,902 | (32,838) | (25,936) | ||||||||
Tax | 5 | (4,195) | (3,212) | (7,407) | (2,500) | (400) | (2,900) | |||||||
Profit / (loss) for the period | 32,386 | (6,171) | 26,215 | 4,402 | (33,238) | (28,836) | ||||||||
Earnings per share: | 6 | |||||||||||||
Basic (pence) | 4.30 | (4.42) | ||||||||||||
Diluted (pence) | 3.89 | (4.42) | ||||||||||||
Underlying earnings per share: | 6 | |||||||||||||
Basic (pence) | 5.31 | 0.67 | ||||||||||||
Diluted (pence) | 4.16 | 0.67 | ||||||||||||
The total column of this statement represents the Group's Income Statement, prepared in accordance with IFRS as adopted by the EU. The "underlying earnings" and "capital and other" columns are both supplied as supplementary information permitted by IFRS as adopted by the EU. Further details of the allocation of items between the supplementary columns are given in note 6. | ||||||||||||||
All items in the above statement derive from continuing operations. | ||||||||||||||
All income is attributable to the equity holders of the parent company. There are no non-controlling interests. | ||||||||||||||
The accompanying notes are an integral part of this statement. |
Condensed Unaudited Group Statement Of Comprehensive Income | ||||
For the six months ended 30 June 2019 | ||||
Six months ended | Six months ended | |||
30 June 2019 | 30 June 2018 | |||
£'000 | £'000 | |||
Profit / (loss) for the period | 26,215 | (28,836) | ||
Other comprehensive income, net of tax | ||||
Items to be reclassified to profit or loss in subsequent periods: | ||||
Foreign currency translation on consolidation | 85,406 | 16,927 | ||
Total comprehensive income for the period, net of tax | 111,621 | (11,909) | ||
All income is attributable to the equity holders of the parent company. There are no non-controlling interests. | ||||
The accompanying notes are an integral part of this statement. |
Condensed Unaudited Group Balance Sheet | |||
As at 30 June 2019 | |||
30 June | 31 December | ||
2019 | 2018 | ||
Notes | £'000 | £'000 | |
Non-current assets | |||
Investment property | 7 | 1,319,486 | 1,175,440 |
Investment property under construction | 8 | 33,875 | 30,548 |
Plant and equipment | 6,499 | 3,574 | |
Investment in joint ventures | 7,308 | 6,566 | |
Other receivables | 3,672 | 15,535 | |
Derivative financial instruments | 7,101 | 21,953 | |
Deferred tax assets | 25,455 | 24,405 | |
1,403,396 | 1,278,021 | ||
Current assets | |||
Inventory | 358 | 356 | |
Trade and other receivables | 41,876 | 43,658 | |
Derivative financial instruments | - | 349 | |
Cash and short term deposits | 83,012 | 73,450 | |
125,246 | 117,813 | ||
Total assets | 1,528,642 | 1,395,834 | |
Current liabilities | |||
Trade and other payables | 44,758 | 66,192 | |
Derivative financial instruments | - | 1 | |
Interest bearing loans and borrowings | 10 | 78,260 | 75,565 |
123,018 | 141,758 | ||
Non-current liabilities | |||
Interest bearing loans and borrowings | 10 | 598,965 | 567,865 |
Preference shares | 11 | 109,783 | 109,271 |
Convertible preference shares | 12 | 213,872 | 206,116 |
Other payables | 19,579 | 17,797 | |
Deferred tax liabilities | 66,569 | 57,400 | |
1,008,768 | 958,449 | ||
Total liabilities | 1,131,786 | 1,100,207 | |
Net assets | 396,856 | 295,627 | |
Equity | |||
Share capital | 13 | 6,005 | 6,233 |
Share premium | 92,829 | 103,144 | |
Warrants | 14 | - | 98 |
Own shares held | 15 | (4,582) | (5,965) |
Convertible preference shares | 11,212 | 11,212 | |
Capital reserve | (263,034) | (281,001) | |
Translation reserve | 36,576 | (48,887) | |
Retained earnings | 517,850 | 510,793 | |
Total equity | 396,856 | 295,627 | |
Net asset value per share (pence): | 16 | ||
Basic | 67 | 48 | |
Diluted | 67 | 48 | |
The accompanying notes are an integral part of this statement. |
Condensed Unaudited Group Statement Of Changes In Equity | ||||||||||
For the six months ended 30 June 2019 | ||||||||||
Share Capital | Share Premium | Warrants | Own Shares Held | Convertible Preference Shares | Capital Reserve | Translation Reserve | Retained Earnings | Total | ||
Notes | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
At 1 January 2018 | 6,606 | 124,568 | 438 | (3,652) | 11,212 | (166,494) | (98,741) | 517,901 | 391,838 | |
Loss for the period | - | - | - | - | - | - | - | (28,836) | (28,836) | |
Other comprehensive income | - | - | - | - | - | - | 16,927 | - | 16,927 | |
Total comprehensive income for the period | - | - | - | - | - | - | 16,927 | (28,836) | (11,909) | |
Warrants exercised | 79 | 2,199 | (314) | - | - | - | - | - | 1,964 | |
Ordinary shares cancelled | (313) | (15,973) | - | 14 | - | - | - | - | (16,272) | |
Own shares acquired | - | - | - | (4,235) | - | - | - | - | (4,235) | |
Own shares allocated | - | - | - | 1,886 | - | - | - | (934) | 952 | |
Transfer in respect of capital losses | - | - | - | - | - | (23,338) | - | 23,338 | - | |
At 30 June 2018 | 6,372 | 110,794 | 124 | (5,987) | 11,212 | (189,832) | (81,814) | 511,469 | 362,338 | |
For the six months ended 30 June 2019 | ||||||||||
At 31 December 2018 | 6,233 | 103,144 | 98 | (5,965) | 11,212 | (281,001) | (48,887) | 510,793 | 295,627 | |
On adoption of IFRS 16 Leases | - | - | - | - | - | - | 57 | (390) | (333) | |
Restated as at 1 January 2019 | 6,233 | 103,144 | 98 | (5,965) | 11,212 | (281,001) | (48,830) | 510,403 | 295,294 | |
Profit for the period | - | - | - | - | - | - | - | 26,215 | 26,215 | |
Other comprehensive income | - | - | - | - | - | - | 85,406 | - | 85,406 | |
Total comprehensive income for the period | - | - | - | - | - | - | 85,406 | 26,215 | 111,621 | |
Warrants exercised | 13 / 14 | 17 | 486 | (69) | - | - | - | - | - | 434 |
Warrants lapsed | 13 / 14 | - | - | (29) | - | - | - | - | 29 | - |
Ordinary shares cancelled | 13 / 15 | (245) | (10,801) | - | 151 | - | - | - | - | (10,895) |
Own shares acquired | 15 | - | - | - | (106) | - | - | - | (106) | |
Own shares allocated | 15 | - | - | - | 1,338 | - | - | - | (830) | 508 |
Transfer in respect of capital profits | - | - | - | - | - | 17,967 | - | (17,967) | - | |
At 30 June 2019 | 6,005 | 92,829 | - | (4,582) | 11,212 | (263,034) | 36,576 | 517,850 | 396,856 | |
The accompanying notes are an integral part of this statement. |
Condensed Unaudited Group Cash Flow Statement | |||||
For the six months ended 30 June 2019 | |||||
Six months ended | Six months ended | ||||
30 June 2019 | 30 June 2018 | ||||
Notes | £'000 | £'000 | |||
Cash flows from operating activities | |||||
Profit / (loss) before tax | 33,622 | (25,936) | |||
Adjustments for: | |||||
Depreciation | 3 | 822 | 370 | ||
Share of profits of joint ventures | (701) | (148) | |||
Finance income | 4 | (1,281) | (5,851) | ||
Finance expense | 4 | 56,525 | 43,519 | ||
(Profit) / loss on revaluation of investment property | 7 | (18,073) | 26,537 | ||
Profit on revaluation of investment property under construction | 8 | (92) | (459) | ||
Foreign exchange (profits) / losses | (18,943) | 4,238 | |||
Non-cash element of share-based payments and other long term incentives | 17b | 873 | 1,163 | ||
52,752 | 43,433 | ||||
Changes in operating working capital | |||||
Decrease in operating receivables | 1,391 | 1,275 | |||
Increase in other operating current assets | (2) | (1) | |||
Decrease in operating payables | (8,304) | (1,776) | |||
45,837 | 42,931 | ||||
Tax paid | (4,122) | (2,333) | |||
Net cash generated from operating activities | 41,715 | 40,598 | |||
Cash flows from investing activities | |||||
Payments for property improvements | (2,971) | (3,967) | |||
Refund of VAT on acquisition of investment property | 3,920 | 12,754 | |||
Acquisition of subsidiaries | (187) | - | |||
Payment of deferred consideration on | |||||
acquisition of investment property | (12,255) | (7,062) | |||
Purchase of plant and equipment | (1,224) | (1,385) | |||
Investment in joint ventures | (14) | - | |||
Loans granted | (75) | - | |||
Loans repaid | 30 | - | |||
Interest received | 1,258 | 1,599 | |||
Net cash used in investing activities | (11,518) | 1,939 | |||
Cash flows from financing activities | |||||
Proceeds from long term borrowings | 35,309 | 108,326 | |||
Repayment of long term borrowings | (1,308) | (124,848) | |||
Loan amortisation | (12,396) | (11,692) | |||
Bank borrowing costs paid | (27,188) | (25,029) | |||
Exercise of warrants | 434 | 1,963 | |||
Ordinary shares purchased | (10,826) | (20,383) | |||
Dividends paid on preference shares | (5,650) | (5,757) | |||
Dividends paid on convertible preference shares | (6,367) | (6,441) | |||
Proceeds from disposal of derivative financial instruments | 2,363 | - | |||
Premium paid for derivative financial instruments | (7) | (2,776) | |||
Net cash used in financing activities | (25,636) | (86,637) | |||
Net increase / (decrease) in cash and cash equivalents | 4,561 | (44,100) | |||
Opening cash and cash equivalents | 73,450 | 197,137 | |||
Effect of foreign exchange rate changes | 5,001 | (2,999) | |||
Closing cash and cash equivalents | 83,012 | 150,038 | |||
The accompanying notes are an integral part of this statement. |
Notes to the Condensed Unaudited Group Financial Statements | ||||||||
For the six months ended 30 June 2019 | ||||||||
1. Basis of accounting
Basis of preparation The condensed unaudited financial statements have been prepared using accounting policies consistent with International Financial Reporting Standards adopted for use in the European Union ("IFRS") and have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting.
The condensed financial statements do not include all the information and disclosures required in annual financial statements and should be read in conjunction with the Group's financial statements for the year ended 31 December 2018.
Significant accounting policies The accounting policies adopted in the preparation of the condensed financial statements are consistent with those followed in the preparation of the Group's financial statements for the year ended 31 December 2018, except for the adoption of new standards that became effective on 1 January 2019. The Group has applied for the first time IFRS 16 Leases and IFRIC 23 Uncertainty over income tax treatments. IFRS 16 and IFRIC 23 do not have a material impact on the financial position or financial performance of the Group.
The Group has not adopted early any standard, interpretation or amendment that has been issued but is not yet effective.
Going concern The financial position of the Group, its cash flows, liquidity position and borrowings are described in the Chief Executive's Review and the notes to these interim financial statements. After making appropriate enquiries and examining sensitivities that could give rise to financial exposure, the Board has a reasonable expectation that the Group has adequate resources to continue operations for the foreseeable future. Accordingly, the Group continues to adopt the going concern basis in the preparation of these interim financial statements. | ||||||||
Foreign currency As disclosed in the 2018 Annual Report, the Group has changed the currency in which it presents its consolidated financial statements from US Dollars to Sterling. As a consequence, the Group's results for the six months to 30 June 2018 have been restated in Sterling. On consolidation the results and financial position of all the Group entities that a have functional currency different from the Group's presentation currency (Sterling) are translated into the presentation currency using the following rates: | ||||||||
30 June | 31 December | |||||||
2019 | 2018 | |||||||
Balance Sheet | ||||||||
- Roubles | 79.9105 | 88.3524 | ||||||
- US Dollars | 1.2669 | 1.2736 | ||||||
- Euro | 1.1127 | 1.1142 | ||||||
30 June | 30 June | |||||||
2019 | 2018 | |||||||
Income Statement * | ||||||||
- Roubles | 84.5079 | 81.7804 | ||||||
- US Dollars | 1.2934 | 1.3759 | ||||||
- Euro | 1.1447 | 1.1370 | ||||||
* These are the average rates for the six months ended 30 June 2018 and 2019, which are used unless this does not approximate the rates ruling at the dates of the relevant transactions in which case the item of income or expenditure is translated at the transaction date rate. |
2. Segmental information
The Group has three operating segments, which are managed and report independently to the Board of Directors. These comprise:
Property investment - acquire, develop and lease commercial property in Russia Roslogistics - provision of warehousing, transport, customs brokerage and related services in Russia Raven Mount - sale of residential property in the UK. | ||||||||
(a) Segmental information for the six months ended and as at 30 June 2019 | ||||||||
For the six months ended 30 June 2019 | Property | Raven | Segment | Central | ||||
Investment | Roslogistics | Mount | Total | Overhead | Total | |||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |||
Gross revenue | 79,516 | 8,155 | 60 | 87,731 | - | 87,731 | ||
Operating costs / cost of sales | (19,304) | (4,097) | (28) | (23,429) | - | (23,429) | ||
Net rental and related income | 60,212 | 4,058 | 32 | 64,302 | - | 64,302 | ||
Administrative expenses | ||||||||
Running general & administration expenses | (7,847) | (994) | (183) | (9,024) | (2,395) | (11,419) | ||
Aborted project costs | (131) | - | - | (131) | - | (131) | ||
Depreciation | (659) | (162) | (1) | (822) | - | (822) | ||
Share-based payments and other long term incentives | (90) | - | - | (90) | (783) | (873) | ||
Foreign currency profits | 18,941 | 2 | - | 18,943 | - | 18,943 | ||
70,426 | 2,904 | (152) | 73,178 | (3,178) | 70,000 | |||
Unrealised profit on revaluation of investment property | 18,073 | - | - | 18,073 | - | 18,073 | ||
Unrealised profit on revaluation of investment | ||||||||
property under construction | 92 | - | - | 92 | - | 92 | ||
Share of profits of joint ventures | - | (197) | 898 | 701 | - | 701 | ||
Segment profit / (loss) | 88,591 | 2,707 | 746 | 92,044 | (3,178) | 88,866 | ||
Finance income | 1,281 | |||||||
Finance expense | (56,525) | |||||||
Profit before tax | 33,622 | |||||||
As at 30 June 2019 | Property | Raven | ||||||
Investment | Roslogistics | Mount | Total | |||||
£'000 | £'000 | £'000 | £'000 | |||||
Assets | ||||||||
Investment property | 1,319,486 | - | - | 1,319,486 | ||||
Investment property under construction | 33,875 | - | - | 33,875 | ||||
Investment in joint ventures | - | 213 | 7,095 | 7,308 | ||||
Inventory | - | - | 358 | 358 | ||||
Cash and short term deposits | 81,249 | 1,034 | 729 | 83,012 | ||||
Segment assets | 1,434,610 | 1,247 | 8,182 | 1,444,039 | ||||
Other non-current assets | 42,727 | |||||||
Other current assets | 41,876 | |||||||
Total assets | 1,528,642 | |||||||
Segment liabilities | ||||||||
Interest bearing loans and borrowings | 677,225 | - | - | 677,225 | ||||
Capital expenditure | ||||||||
Corporate acquisitions | 187 | - | - | 187 | ||||
Payments for property improvements | 2,971 | - | - | 2,971 | ||||
Payment of deferred consideration on acquisition of investment property | 12,255 | - | - | 12,255 | ||||
15,413 | - | - | 15,413 | |||||
(b) Segmental information for the six months ended and as at 30 June 2018 | ||||||||
Property | Raven | Segment | Central | |||||
Investment | Roslogistics | Mount | Total | Overhead | Total | |||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |||
Gross revenue | 71,475 | 7,865 | 65 | 79,405 | - | 79,405 | ||
Operating costs / Cost of sales | (17,788) | (3,955) | (38) | (21,781) | - | (21,781) | ||
Net rental and related income | 53,687 | 3,910 | 27 | 57,624 | - | 57,624 | ||
Administrative expenses | ||||||||
Running general & administration expenses | (7,676) | (1,060) | (241) | (8,977) | (3,295) | (12,272) | ||
Aborted project costs | (1,282) | - | - | (1,282) | - | (1,282) | ||
Depreciation | (214) | (156) | - | (370) | - | (370) | ||
Share-based payments and other long term incentives | (175) | - | - | (175) | (1,625) | (1,800) | ||
Foreign currency losses | (4,237) | (1) | - | (4,238) | - | (4,238) | ||
40,103 | 2,693 | (214) | 42,582 | (4,920) | 37,662 | |||
Unrealised loss on revaluation of investment property | (26,537) | - | - | (26,537) | - | (26,537) | ||
Unrealised profit on revaluation of investment property under construction | 459 | - | - | 459 | - | 459 | ||
Share of profits of joint ventures | - | - | 148 | 148 | - | 148 | ||
Segment profit / (loss) | 14,025 | 2,693 | (66) | 16,652 | (4,920) | 11,732 | ||
Finance income | 5,851 | |||||||
Finance expense | (43,519) | |||||||
Profit before tax | (25,936) | |||||||
For the six months ended 30 June 2018 | Property | Raven | ||||||
Investment | Roslogistics | Mount | Total | |||||
£'000 | £'000 | £'000 | £'000 | |||||
Capital expenditure | ||||||||
Payments for property improvements | 4,134 | - | - | 4,134 | ||||
Payment of deferred consideration on acquisition of investment property | 7,359 | - | - | 7,359 | ||||
11,493 | - | - | 11,493 | |||||
(c) Segmental information as at 31 December 2018 | ||||||||
Property | Raven | |||||||
Investment | Roslogistics | Mount | Total | |||||
£'000 | £'000 | £'000 | £'000 | |||||
Assets | ||||||||
Investment property | 1,175,440 | - | - | 1,175,440 | ||||
Investment property under construction | 30,548 | - | - | 30,548 | ||||
Investment in joint ventures | - | 369 | 6,197 | 6,566 | ||||
Inventory | - | - | 356 | 356 | ||||
Cash and short term deposits | 69,605 | 1,358 | 2,487 | 73,450 | ||||
Segment assets | 1,275,593 | 1,727 | 9,040 | 1,286,360 | ||||
Other non-current assets | 65,467 | |||||||
Other current assets | 44,007 | |||||||
Total assets | 1,395,834 | |||||||
Segment liabilities | ||||||||
Interest bearing loans and borrowings | 643,430 | - | - | 643,430 | ||||
Capital expenditure | ||||||||
Corporate acquisitions | 33,249 | - | - | 33,249 | ||||
Other acquisitions | 27,239 | - | - | 27,239 | ||||
Property improvements | 2,741 | - | - | 2,741 | ||||
63,229 | - | - | 63,229 | |||||
3. Administrative expenses | ||||||||
Six months | Six months | |||||||
ended | ended | |||||||
30 June | 30 June | |||||||
2019 | 2018 | |||||||
£'000 | £'000 | |||||||
Employment costs | 6,713 | 6,892 | ||||||
Directors' remuneration | 1,248 | 1,715 | ||||||
Office running costs and insurance | 1,295 | 1,442 | ||||||
Travel costs | 686 | 645 | ||||||
Auditors' remuneration | 355 | 304 | ||||||
Legal and professional | 982 | 1,124 | ||||||
Aborted project costs | 131 | 1,282 | ||||||
Depreciation | 822 | 370 | ||||||
Registrar costs and other administrative expenses | 140 | 150 | ||||||
12,372 | 13,924 | |||||||
4. Finance income and expense | ||||||||
Six months | Six months | |||||||
ended | ended | |||||||
30 June | 30 June | |||||||
2019 | 2018 | |||||||
Finance income | £'000 | £'000 | ||||||
Total interest income on financial assets not at fair value through profit or loss | ||||||||
Income from cash and short term deposits | 1,258 | 1,599 | ||||||
Interest receivable from joint ventures | 23 | 12 | ||||||
Other finance income | ||||||||
Change in fair value of open interest rate derivative financial instruments | - | 4,240 | ||||||
Finance income | 1,281 | 5,851 | ||||||
Finance expense | ||||||||
Interest expense on loans and borrowings measured at amortised cost | 26,477 | 25,461 | ||||||
Interest expense on preference shares | 6,162 | 6,159 | ||||||
Interest expense on convertible preference shares | 9,990 | 9,968 | ||||||
Total interest expense on financial liabilities not at fair value through profit or loss | 42,629 | 41,588 | ||||||
Change in fair value of open forward currency derivative financial instruments | 20 | 68 | ||||||
Change in fair value of foreign currency embedded derivatives | - | 186 | ||||||
Change in fair value of open interest rate derivative financial instruments | 13,876 | 1,677 | ||||||
Finance expense | 56,525 | 43,519 | ||||||
5. Taxation | Six months | Six months | ||||||
ended | ended | |||||||
30 June | 30 June | |||||||
2019 | 2018 | |||||||
The tax charge for the period can be reconciled to the profit per the Income Statement as follows: | £'000 | £'000 | ||||||
Profit / (loss) before tax | 33,622 | (25,936) | ||||||
Tax at the Russian corporate tax rate of 20% | 6,724 | (5,187) | ||||||
Tax effect of financing arrangements | 22 | (1,524) | ||||||
Tax effect of non deductible preference share coupon | 3,230 | 3,225 | ||||||
Tax effect of foreign exchange movements | (2,450) | (216) | ||||||
Movement in provision for uncertain tax positions | (1,992) | (295) | ||||||
Tax effect of other income not subject to tax and non-deductible expenses | 3,312 | 2,194 | ||||||
Tax effect of property depreciation on revaluations | (2,982) | 2,221 | ||||||
Tax on dividends and other inter company gains | 1,594 | 691 | ||||||
Movement on previously unprovided deferred tax assets | (51) | 1,791 | ||||||
7,407 | 2,900 | |||||||
The tax effect of financing arrangements reflects the impact of intra group funding in each jurisdiction. Foreign exchange movements on intra group financing are taxable or tax deductible in Russia but not in other jurisdictions. In accordance with its accounting policy, the Group is required to estimate its provision for uncertain tax positions and the movement in the provision is reflected above. Other income and expenditure not subject to tax arises in Guernsey. | ||||||||
6. Earnings measures | ||||||||
In addition to reporting IFRS earnings the Group also reports its own underlying earnings measure. The Directors consider underlying earnings to be a key performance measure, as this is the measure used by Management to assess the return on holding investment assets for the long term and the Group's ability to declare covered distributions. As a consequence the underlying earnings measure excludes investment property revaluations, gains or losses on the disposal of investment property, intangible asset movements, gains and losses on derivative financial instruments, share-based payments and other long term incentives (to the extent not settled in cash), the accretion of premiums payable on redemption of preference shares and convertible preference shares, depreciation and amortisation of loan origination costs (as these represent non-cash expenses that do not affect the ability to declare covered distributions); and material non-recurring items, together with any related tax.
The Group is also required to report Headline earnings per share as required by the listing requirements of the Johannesburg Stock Exchange. | ||||||||
Six months | Six months | |||||||
ended | ended | |||||||
The calculation of basic and diluted earnings per share is based on the following data: | 30 June | 30 June | ||||||
2019 | 2018 | |||||||
£'000 | £'000 | £'000 | £'000 | |||||
Earnings | ||||||||
Net profit / (loss) for the period prepared under IFRS | 26,215 | (28,836) | ||||||
Adjustments to arrive at underlying earnings: | ||||||||
Administration expenses | ||||||||
Depreciation | 822 | 370 | ||||||
Aborted project costs | 131 | 1,282 | ||||||
953 | 1,652 | |||||||
Share-based payments and other long term incentives | 873 | 1,163 | ||||||
Unrealised (profit) / loss on revaluation of investment property | (18,073) | 26,537 | ||||||
Unrealised profit on revaluation of investment property under construction | (92) | (459) | ||||||
Finance income | ||||||||
Change in fair value of open interest rate derivative financial instruments | - | (4,240) | ||||||
Finance expense | ||||||||
Change in fair value of open forward currency derivative financial instruments | 20 | 68 | ||||||
Change in fair value of open interest rate derivative financial instruments | 13,876 | 1,677 | ||||||
Change in fair value of foreign currency embedded derivatives | - | 186 | ||||||
Premium on redemption of preference shares and amortisation of issue costs | 181 | 208 | ||||||
Premium on redemption of convertible preference shares and amortisation of issue costs | 3,623 | 3,621 | ||||||
Amortisation of loan origination costs | 1,598 | 2,425 | ||||||
19,298 | 8,185 | |||||||
Tax | ||||||||
Movement on deferred tax arising on depreciation and revaluation of investment property | 3,293 | 267 | ||||||
Tax on unrealised foreign exchange movements in loans | (81) | 133 | ||||||
3,212 | 400 | |||||||
Underlying earnings | 32,386 | 4,402 | ||||||
Six months | Six months | |||||||
ended | ended | |||||||
30 June | 30 June | |||||||
2019 | 2018 | |||||||
Calculation of Headline earnings | £'000 | £'000 | ||||||
Net profit / (loss) for the period prepared under IFRS | 26,215 | (28,836) | ||||||
Adjustments to arrive at Headline earnings: | ||||||||
Unrealised (profit) / loss on revaluation of investment property | (18,073) | 26,537 | ||||||
Unrealised profit on revaluation of investment property under construction | (92) | (459) | ||||||
Movement on deferred tax arising on revaluation of investment property | 3,212 | 400 | ||||||
Headline earnings | 11,262 | (2,358) | ||||||
30 June 2019 | 30 June 2018 | |||||||
Weighted | Weighted | |||||||
average | average | |||||||
Earnings | shares | EPS | Earnings | shares | EPS | |||
IFRS | £'000 | No. '000 | Pence | £'000 | No. '000 | Pence | ||
Basic | 26,215 | 610,057 | 4.30 | (28,836) | 653,093 | (4.42) | ||
Effect of dilutive potential ordinary shares: | ||||||||
Warrants (note 14) | - | 603 | - | - | ||||
LTIP (note 17) | - | 197 | - | - | ||||
2016 Retention scheme (note 17) | - | 2,047 | - | - | ||||
Convertible preference shares (note 12) | 9,990 | 318,047 | - | - | ||||
Diluted | 36,205 | 930,951 | 3.89 | (28,836) | 653,093 | (4.42) | ||
30 June 2019 | 30 June 2018 | |||||||
Weighted | Weighted | |||||||
average | average | |||||||
Earnings | shares | EPS | Earnings | shares | EPS | |||
Underlying earnings | £'000 | No. '000 | Pence | £'000 | No. '000 | Pence | ||
Basic | 32,386 | 610,057 | 5.31 | 4,402 | 653,093 | 0.67 | ||
Effect of dilutive potential ordinary shares: | ||||||||
Warrants (note 14) | - | 603 | - | 4,052 | ||||
LTIP (note 17) | - | 197 | - | 777 | ||||
2016 Retention scheme (note 17) | - | 2,047 | - | 3,584 | ||||
Convertible preference shares (note 12) | 6,367 | 318,047 | - | - | ||||
Diluted | 38,753 | 930,951 | 4.16 | 4,402 | 661,506 | 0.67 | ||
Weighted | Weighted | |||||||
average | average | |||||||
Earnings | shares | EPS | Earnings | shares | EPS | |||
Headline earnings | £'000 | No. '000 | Pence | £'000 | No. '000 | Pence | ||
Basic | 11,262 | 610,057 | 1.85 | (2,358) | 653,093 | (0.36) | ||
Effect of dilutive potential ordinary shares | ||||||||
Warrants (note 14) | - | 603 | - | - | ||||
LTIP (note 17) | - | 197 | - | - | ||||
2016 Retention scheme (note 17) | - | 2,047 | - | - | ||||
Diluted | 11,262 | 612,904 | 1.84 | (2,358) | 653,093 | (0.36) | ||
The finance expense for the period relating to the convertible preference shares is greater than Headline earnings per shares and thus the convertible preference shares are not dilutive for Headline earnings per share. | ||||||||
7. Investment property | ||||||||
Asset class | Logistics | Logistics | Logistics | Office | ||||
Location | Moscow | St Petersburg | Regions | St Petersburg | 30 June 2019 | |||
Fair value hierarchy * | Level 3 | Level 3 | Level 3 | Level 3 | Total | |||
£'000 | £'000 | £'000 | £'000 | £'000 | ||||
Market value at 1 January 2019 | 840,613 | 147,978 | 144,843 | 60,402 | 1,193,836 | |||
Property improvements | (116) | 566 | 1,045 | 160 | 1,655 | |||
Unrealised profit / (loss) on revaluation | 8,721 | 2,324 | 5,893 | (1,177) | 15,761 | |||
On translation to presentation currency | 88,792 | 15,640 | 15,356 | 6,395 | 126,183 | |||
Market value at 30 June 2019 | 938,010 | 166,508 | 167,137 | 65,780 | 1,337,435 | |||
Tenant incentives and contracted rent uplift balances | (13,108) | (4,087) | (1,245) | (758) | (19,198) | |||
Head lease obligations | 1,249 | - | - | - | 1,249 | |||
Carrying value at 30 June 2019 | 926,151 | 162,421 | 165,892 | 65,022 | 1,319,486 | |||
Revaluation movement in the period ended 30 June 2019 | ||||||||
Gross revaluation | 8,721 | 2,324 | 5,893 | (1,177) | 15,761 | |||
Movement on tenant incentives and contracted rent uplift balances | 566 | (41) | 11 | (282) | 254 | |||
Impact of translation to presentation currency | 1,445 | 430 | 133 | 50 | 2,058 | |||
Revaluation reported in the Income Statement | 10,732 | 2,713 | 6,037 | (1,409) | 18,073 | |||
Asset class | Logistics | Logistics | Logistics | Office | ||||
Location | Moscow | St Petersburg | Regions | St Petersburg | 31 December 2018 | |||
Fair value hierarchy * | Level 3 | Level 3 | Level 3 | Level 3 | Total | |||
£'000 | £'000 | £'000 | £'000 | £'000 | ||||
Market value at 1 January 2018 | 854,288 | 144,910 | 117,871 | 60,682 | 1,177,751 | |||
Corporate acquisition | - | - | 30,805 | - | 30,805 | |||
Other acquisition | 27,239 | - | - | - | 27,239 | |||
Property improvements | 1,430 | 293 | 504 | 514 | 2,741 | |||
Unrealised loss on revaluation | (97,641) | (6,468) | (10,795) | (4,686) | (119,590) | |||
On translation to presentation currency | 55,297 | 9,243 | 6,458 | 3,892 | 74,890 | |||
Market value at 31 December 2018 | 840,613 | 147,978 | 144,843 | 60,402 | 1,193,836 | |||
Tenant incentives and contracted rent uplift balances | (13,674) | (4,046) | (1,256) | (476) | (19,452) | |||
Head lease obligations | 1,056 | - | - | - | 1,056 | |||
Carrying value at 31 December 2018 | 827,995 | 143,932 | 143,587 | 59,926 | 1,175,440 | |||
Revaluation movement in the year ended 31 December 2018 | ||||||||
Gross revaluation | (97,641) | (6,468) | (10,795) | (4,686) | (119,590) | |||
Movement on tenant incentives and contracted rent uplift balances | 41 | 203 | 8 | (70) | 182 | |||
Impact of translation to presentation currency | (1,626) | (532) | (150) | (48) | (2,356) | |||
Revaluation reported in the Income Statement | (99,226) | (6,797) | (10,937) | (4,804) | (121,764) | |||
*Classified in accordance with the fair value hierarchy, see note 19. There were no transfers between fair value hierarchy in 2018 or 2019. | ||||||||
At 30 June 2019 the Group has pledged investment property with a value of £1,328 million (2018: £1,153 million) to secure banking facilities granted to the Group (see note 10). | ||||||||
8. Investment property under construction | ||||||||
Asset class | Assets under construction | Land Bank | 30 June | |||||
Location | Moscow | Regions | Regions | 2019 | ||||
Fair value hierarchy * | Level 3 | Level 3 | Sub-total | Level 3 | Total | |||
£'000 | £'000 | £'000 | £'000 | £'000 | ||||
Market value at 1 January 2019 | 19,342 | 8,335 | 27,677 | 2,537 | 30,214 | |||
Costs incurred | 30 | 42 | 72 | - | 72 | |||
On translation to presentation currency | 2,027 | 883 | 2,910 | 219 | 3,129 | |||
Unrealised profit / (loss) on revaluation | 261 | (169) | 92 | - | 92 | |||
Market value at 30 June 2019 | 21,660 | 9,091 | 30,751 | 2,756 | 33,507 | |||
Head lease obligations | 368 | - | 368 | - | 368 | |||
Carrying value at 30 June 2019 | 22,028 | 9,091 | 31,119 | 2,756 | 33,875 | |||
Asset class | Assets under construction | Land Bank | 31 December | |||||
Location | Moscow | Regions | Regions | 2018 | ||||
Fair value hierarchy * | Level 3 | Level 3 | Sub-total | Level 3 | Total | |||
£'000 | £'000 | £'000 | £'000 | £'000 | ||||
Market value at 1 January 2018 | 19,736 | 5,618 | 25,354 | 2,873 | 28,227 | |||
Costs incurred | 18 | 10 | 28 | - | 28 | |||
Corporate acquisition | - | 2,444 | 2,444 | - | 2,444 | |||
On translation to presentation currency | (268) | (636) | (904) | (336) | (1,240) | |||
Unrealised (loss) / profit on revaluation | (144) | 899 | 755 | - | 755 | |||
Market value at 31 December 2018 | 19,342 | 8,335 | 27,677 | 2,537 | 30,214 | |||
Head lease obligations | 334 | - | 334 | - | 334 | |||
Carrying value at 31 December 2018 | 19,676 | 8,335 | 28,011 | 2,537 | 30,548 | |||
*Classified in accordance with the fair value hierarchy (see note 19). There were no transfers between fair value hierarchy in 2018 or 2019. | ||||||||
No borrowing costs were capitalised in the period (31 December 2018: £nil).
At 30 June 2019 the Group has pledged investment property under construction with a value of £30.8 million (31 December 2018: £25.3 million) to secure banking facilities granted to the Group (note 10). |
9. Valuation assumptions and key inputs |
| ||||||||||||
| |||||||||||||
Class of property | Carrying amount | Valuation technique | Input | Range | |||||||||
30 June | 31 December | 30 June | 31 December | ||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||
£'000 | £'000 | ||||||||||||
Completed investment property | |||||||||||||
Moscow - Logistics | 926,151 | 827,995 | Discounted cash flow | ERV per sqm | Rub 3,700 to Rub 4,350 | Rub 3,500 to Rub 3,800 | |||||||
ERV growth | 5.00% to 7.00% | 4.00% to 7.00% | |||||||||||
Discount rate | 10.85% to 12.50% | 10.75% to 12.60% | |||||||||||
Exit cap rate | 10.50% to 11.50% | 10.50% to 11.50% | |||||||||||
Vacancy rate | 1% to 66% | 1% to 50% | |||||||||||
Passing rent per sqm | $100 to $170 | $113 to $170 | |||||||||||
Passing rent per sqm | Rub 3,150 to Rub 12,315 | Rub 3,000 to Rub 12,315 | |||||||||||
St Petersburg - Logistics | 162,421 | 143,932 | Discounted cash flow | ERV per sqm | Rub 3,800 to Rub 4,000 | Rub 3,800 | |||||||
ERV growth | 5.00% to 7.00% | 6.00% | |||||||||||
Discount rate | 12.30% to 12.50% | 12.30% to 12.50% | |||||||||||
Exit cap rate | 11.75% | 11.75% | |||||||||||
Vacancy rate | 0% to 12% | 0% to 29% | |||||||||||
Passing rent per sqm | $111 to $137 | $109 to $133 | |||||||||||
Passing rent per sqm | Rub 2,456 to Rub 5,628 | Rub 2,456 to Rub 5,260 | |||||||||||
Regional - Logistics | 165,892 | 143,587 | Discounted cash flow | ERV per sqm | Rub 3,700 to Rub 4,100 | Rub 3,800 | |||||||
ERV growth | 5.00% to 7.00% | 6.00% | |||||||||||
Discount rate | 12.25% to 12.50% | 12.25% to 12.50% | |||||||||||
Exit cap rate | 11.75% | 11.75% | |||||||||||
Vacancy rate | 0% to 5% | 0% to 9% | |||||||||||
Passing rent per sqm | $107 to $143 | $107 to $138 | |||||||||||
Passing rent per sqm | Rub 3,800 to Rub 18,869 | Rub 3,750 to Rub 7,300 | |||||||||||
Passing rent per sqm | N/a | €88 | |||||||||||
St Petersburg - Office | 65,022 | 59,926 | Discounted cash flow | ERV per sqm | Rub 11,667 to Rub 12,426 | Rub 10,976 to Rub 12,366 | |||||||
ERV growth | 2.00% to 4.00% | 2.00% to 4.00% | |||||||||||
Discount rate | 12.00% to 12.25% | 12.00% to 12.25% | |||||||||||
Exit cap rate | 11.25% to 12.25% | 11.25% to 12.25% | |||||||||||
Vacancy rate | 0% to 15% | 1% to 8% | |||||||||||
Passing rent per sqm | $428 | $408 | |||||||||||
Passing rent per sqm | € 508 | €410 to €413 | |||||||||||
Passing rent per sqm | Rub 4,384 to Rub 18,319 | Rub 4,384 to Rub 17,570 | |||||||||||
| |||||||||||||
Range |
| ||||||||||||
Other key information | Description | 30 June | 31 December |
| |||||||||
2019 | 2018 |
| |||||||||||
| |||||||||||||
Moscow - Logistics | Land plot ratio | 34% - 65% | 34% - 65% |
| |||||||||
Age of building | 1 to 14 years | 1 to 14 years |
| ||||||||||
Outstanding costs (£'000) | 1,315 | 2,290 |
| ||||||||||
| |||||||||||||
St Petersburg - Logistics | Land plot ratio | 48% - 57% | 48% - 57% |
| |||||||||
Age of building | 5 to 11 years | 4 to 10 years |
| ||||||||||
Outstanding costs (£'000) | 678 | 282 |
| ||||||||||
| |||||||||||||
Regional - Logistics | Land plot ratio | 48% - 61% | 48% - 61% |
| |||||||||
Age of building | 9 to 10 years | 9 years |
| ||||||||||
Outstanding costs (£'000) | 378 | 363 |
| ||||||||||
| |||||||||||||
St Petersburg - Office | Land plot ratio | 148% to 496% | 148% to 496% |
| |||||||||
Age of building | 10 to 12 years | 10 to 12 years |
| ||||||||||
Outstanding costs (£'000) | 95 | 23 |
| ||||||||||
| |||||||||||||
Investment property under construction | Carrying amount | Valuation technique | Input | Range |
| ||||||||
30 June | 31 December | 30 June | 31 December | ||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||
£'000 | £'000 | ||||||||||||
Moscow - Logistics | 22,028 | 19,676 | Comparable | Value per ha | Rub 19.0m to Rub 33.5m | Rub 17.9m to Rub 33.6m | |||||||
Regional - Logistics | 9,091 | 8,335 | Comparable | Value per ha | Rub 9.5m to Rub 20.4m | Rub 9.7m to Rub 20.6m | |||||||
10. Interest bearing loans and borrowings | 30 June | 31 December | ||||||
2019 | 2018 | |||||||
Bank loans | £'000 | £'000 | ||||||
Loans due for settlement within 12 months | 78,260 | 75,565 | ||||||
Loans due for settlement after 12 months | 598,965 | 567,865 | ||||||
677,225 | 643,430 | |||||||
The Group's borrowings have the following maturity profile: | ||||||||
On demand or within one year | 78,260 | 75,565 | ||||||
In the second year | 157,517 | 20,730 | ||||||
In the third to fifth years | 265,907 | 333,862 | ||||||
After five years | 175,541 | 213,273 | ||||||
677,225 | 643,430 | |||||||
The amounts above include unamortised loan origination costs of £7.7 million (31 December 2018: £7.1 million) and interest accruals of £1.1 million (31 December 2018: £1.3 million).
The Group's interest bearing loans and borrowings have a weighted average all-in interest rate of 7.39% (2018: 7.69%) and a weighted average term to maturity of 3.65 years (2018: 4.0 years). | ||||||||
11. Preference shares | ||||||||
30 June | 31 December | |||||||
2019 | 2018 | |||||||
Issued share capital: | £'000 | £'000 | ||||||
At 1 January | 109,271 | 108,263 | ||||||
Premium on redemption of preference shares and amortisation of issue costs | 181 | 417 | ||||||
Scrip dividends | 331 | 591 | ||||||
At 30 June / 31 December | 109,783 | 109,271 | ||||||
30 June | 31 December | |||||||
2019 | 2018 | |||||||
Issued share capital: | Number | Number | ||||||
At 1 January | 99,556,534 | 99,143,192 | ||||||
Scrip dividends | 239,901 | 413,342 | ||||||
At 30 June / 31 December | 99,796,435 | 99,556,534 | ||||||
Shares in issue | 99,853,303 | 99,613,402 | ||||||
Held by the Company's Employee Benefit Trusts | (56,868) | (56,868) | ||||||
At 30 June / 31 December | 99,796,435 | 99,556,534 | ||||||
12. Convertible preference shares | ||||||||
30 June | 31 December | |||||||
2019 | 2018 | |||||||
Issued share capital: | £'000 | £'000 | ||||||
At 1 January | 206,116 | 198,870 | ||||||
Reissued in the period / year | 4,133 | - | ||||||
Premium on redemption of preference shares and amortisation of issue costs | 3,623 | 7,246 | ||||||
At 30 June / 31 December | 213,872 | 206,116 | ||||||
30 June | 31 December | |||||||
2019 | 2018 | |||||||
Issued share capital: | Number | Number | ||||||
At 1 January | 192,388,886 | 192,388,886 | ||||||
Reissued in the period / year | 3,552,907 | - | ||||||
At 30 June / 31 December | 195,941,793 | 192,388,886 | ||||||
Shares in issue | 198,189,014 | 198,189,014 | ||||||
Held by the Company's Employee Benefit Trusts | (2,247,221) | (5,800,128) | ||||||
At 30 June / 31 December | 195,941,793 | 192,388,886 | ||||||
The convertible preference shares are convertible to ordinary shares at the holder's request at any time prior to their redemption date of 6 July 2026 at a rate that is currently 1.553 ordinary shares for each convertible preference share. | ||||||||
13. Share capital | 30 June | 31 December | ||||||
2019 | 2018 | |||||||
£'000 | £'000 | |||||||
Issued share capital | ||||||||
At 1 January | 6,233 | 6,606 | ||||||
Issued in the period / year for cash on warrant exercises | 17 | 85 | ||||||
Repurchased and cancelled in the period / year | (245) | (458) | ||||||
At 30 June / 31 December | 6,005 | 6,233 | ||||||
30 June | 31 December | |||||||
2019 | 2018 | |||||||
Number | Number | |||||||
Issued share capital | ||||||||
At 1 January | 623,269,434 | 660,571,843 | ||||||
Issued in the period / year for cash on warrant exercises | 1,734,577 | 8,500,126 | ||||||
Repurchased and cancelled in the period / year | (24,509,961) | (45,802,535) | ||||||
At 30 June / 31 December | 600,494,050 | 623,269,434 | ||||||
Details of own shares held are given in note 15. | ||||||||
14. Warrants | 30 June | 31 December | ||||||
2019 | 2018 | |||||||
£'000 | £'000 | |||||||
At 1 January | 98 | 438 | ||||||
Exercised in the period / year | (69) | (340) | ||||||
Lapsed in the period / year | (29) | - | ||||||
At 30 June / 31 December | - | 98 | ||||||
30 June | 31 December | |||||||
2019 | 2018 | |||||||
Number | Number | |||||||
At 1 January | 2,448,226 | 10,948,352 | ||||||
Exercised in the period / year | (1,734,577) | (8,500,126) | ||||||
Lapsed in the period / year | (713,649) | - | ||||||
At 30 June / 31 December | - | 2,448,226 | ||||||
15. Own shares held | 30 June | 31 December | ||||||
2019 | 2018 | |||||||
£'000 | £'000 | |||||||
At 1 January | (5,965) | (3,652) | ||||||
Acquired under tender offers | - | (4,160) | ||||||
Other acquisitions | (106) | (75) | ||||||
Allocation to satisfy employee bonuses (note 17) | 647 | 1,278 | ||||||
Cancelled | 151 | 36 | ||||||
Allocation to satisfy LTIP options exercised (note 17) | 691 | 608 | ||||||
At 30 June / 31 December | (4,582) | (5,965) | ||||||
30 June | 31 December | |||||||
2019 | 2018 | |||||||
Number | Number | |||||||
At 1 January | 10,760,656 | 5,150,122 | ||||||
Acquired under a tender offer | - | 8,000,000 | ||||||
Other acquisitions | 253,679 | 173,958 | ||||||
Allocation to satisfy employee bonuses (note 17) | (876,000) | (1,704,000) | ||||||
Cancelled | (298,039) | (48,613) | ||||||
Allocation to satisfy LTIP options exercised (note 17) | (922,110) | (810,811) | ||||||
At 30 June / 31 December | 8,918,186 | 10,760,656 | ||||||
Allocations to satisfy LTIP options exercised are transfers by the Company's Employee Benefit Trusts upon the exercise of fully vested options in the period. The amounts shown for share movements are net of the Trustees' participation in tender offers during the period from grant to exercise. | ||||||||
16. Net asset value per share | ||||||||
30 June | 31 December | |||||||
2019 | 2018 | |||||||
Number | Number | |||||||
Number of ordinary shares (note 13) | 600,494,050 | 623,269,434 | ||||||
Less own shares held (note 15) | (8,918,186) | (10,760,656) | ||||||
591,575,864 | 612,508,778 | |||||||
30 June 2019 | 31 December 2018 | |||||||
Net asset | Net asset | |||||||
Net asset | Ordinary | value per | Net asset | Ordinary | value per | |||
value | shares | share | value | shares | share | |||
£'000 | No. '000 | Pence | £'000 | No. '000 | Pence | |||
Net asset value per share | 396,856 | 591,576 | 67 | 295,627 | 612,509 | 48 | ||
Effect of dilutive potential ordinary shares: | ||||||||
Warrants (note 14) | - | - | 612 | 2,448 | ||||
LTIP (note 17) | - | - | 266 | 1,062 | ||||
2016 Retention Scheme (note 17) | - | - | 2,095 | 4,998 | ||||
Fully diluted net asset value per share | 396,856 | 591,576 | 67 | 298,600 | 621,017 | 48 | ||
The carrying value of the convertible preference shares at 30 June 2019 (see note 12) when divided by the number of ordinary shares that would be issued on conversion, is greater than basic net asset value per share and thus the convertible preference shares are not dilutive at 30 June 2019. | ||||||||
17. Share-based payments and other long term incentives | Six months ended 30 June 2019 | Six months ended 30 June 2018 | ||||||
No of options | Weighted | No of options | Weighted | |||||
(a) Movements in Executive Share Option Schemes | average | average | ||||||
exercise | exercise | |||||||
price | price | |||||||
Outstanding at the beginning of the period | 1,062,162 | 25p | 1,872,973 | 25p | ||||
Exercised during the period | ||||||||
- LTIP | (1,062,162) | 25p | (810,811) | 25p | ||||
Outstanding at the end of the period | - | 25p | 1,062,162 | 25p | ||||
Represented by: | ||||||||
- LTIP | - | 1,062,162 | ||||||
Exercisable at the end of the period | - | 25p | 1,062,162 | 25p | ||||
Six months | Six months | |||||||
ended | ended | |||||||
(b) Income statement charge for the period | 30 June 2019 | 30 June 2018 | ||||||
£'000 | £'000 | |||||||
2016 Retention Scheme | 541 | 1,051 | ||||||
Bonuses | 332 | - | ||||||
Annual Performance incentive - 2018 | - | - | ||||||
Annual Performance Incentive - 2017 | - | 749 | ||||||
Five Year Performance Plan | - | - | ||||||
873 | 1,800 | |||||||
Satisfied by or to be satisfied by allocation of: | ||||||||
Ordinary shares (IFRS 2 expense) | 332 | 749 | ||||||
Convertible preference shares (IFRS 2 expense) | 541 | 414 | ||||||
Cash | - | 637 | ||||||
873 | 1,800 | |||||||
In accordance with Company's Remuneration Policy an Annual Performance Incentive was not due for 2018. Certain bonuses awarded to employees below executive level for performance in 2018 were settled in ordinary shares of the Company. | ||||||||
18. Ordinary dividends
The Company did not declare a final dividend for the year ended 31 December 2018 (2017: none) and instead implemented a tender offer buy back for ordinary shares on 31 May 2019 on the basis of 2 in every 51 shares held and a tender price of 45 pence per share, the equivalent of a final dividend of 1.75 pence per share. (2017: 1 in every 17 shares at 52p per share the equivalent of 3p per share). | ||||||||
19. Fair value measurement
Set out below is a comparison of the carrying amounts and fair value of the Group's financial instruments as at the balance sheet date: | ||||||||
30 June 2019 | 31 December 2018 | |||||||
Carrying | Fair | Carrying | Fair | |||||
Value | Value | Value | Value | |||||
£'000 | £'000 | £'000 | £'000 | |||||
Non-current assets | ||||||||
Loans receivable | 504 | 466 | 676 | 627 | ||||
Restricted cash | - | - | 12,249 | 12,249 | ||||
Derivative financial instruments | 7,101 | 7,101 | 21,953 | 21,953 | ||||
Current assets | ||||||||
Trade receivables | 28,340 | 28,340 | 27,803 | 27,803 | ||||
Restricted cash | 3,644 | 3,644 | 1,792 | 1,792 | ||||
Other current receivables | 1,059 | 1,059 | 907 | 907 | ||||
Derivative financial instruments | - | - | 349 | 349 | ||||
Cash and short term deposits | 83,012 | 83,012 | 73,450 | 73,450 | ||||
Non-current liabilities | ||||||||
Interest bearing loans and borrowings | 598,965 | 615,176 | 567,865 | 561,076 | ||||
Preference shares | 109,783 | 134,725 | 109,271 | 130,494 | ||||
Convertible preference shares | 213,872 | 221,414 | 206,116 | 226,057 | ||||
Rent deposits | 16,444 | 13,736 | 16,425 | 13,130 | ||||
Other payables | 3,135 | 3,135 | 1,372 | 1,372 | ||||
Current liabilities | ||||||||
Interest bearing loans and borrowings | 78,260 | 78,260 | 75,565 | 75,565 | ||||
Derivative financial instruments | - | - | 1 | 1 | ||||
Rent deposits | 6,801 | 6,801 | 7,242 | 7,242 | ||||
Deferred consideration on property acquisition | - | - | 12,197 | 12,197 | ||||
Other payables | 4,516 | 4,516 | 5,262 | 5,262 | ||||
Fair value hierarchy | ||||||||
The following table provides the fair value measurement hierarchy* of the Group's assets and liabilities. | ||||||||
Total Fair | ||||||||
Level 1 | Level 2 | Level 3 | Value | |||||
As at 30 June 2019 | £'000 | £'000 | £'000 | £'000 | ||||
Assets measured at fair value | ||||||||
Investment property | - | - | 1,319,486 | 1,319,486 | ||||
Investment property under construction | - | - | 33,875 | 33,875 | ||||
Derivative financial instruments | - | 7,101 | - | 7,101 | ||||
Liabilities measured at fair value | ||||||||
Derivative financial instruments | - | - | - | - | ||||
As at 31 December 2018 | ||||||||
Assets measured at fair value | ||||||||
Investment property | - | - | 1,175,440 | 1,175,440 | ||||
Investment property under construction | - | - | 30,548 | 30,548 | ||||
Derivative financial instruments | - | 22,302 | - | 22,302 | ||||
Liabilities measured at fair value | ||||||||
Derivative financial instruments | - | 1 | - | 1 | ||||
* Explanation of the fair value hierarchy: | ||||||||
Level 1 - Quoted prices in active markets for identical assets or liabilities that can be accessed at the balance sheet date.
Level 2 - Use of a model with inputs that are directly or indirectly observable market data.
Level 3 - Use of a model with inputs that are not based on observable market data.
The Group's foreign currency derivative financial instruments are call options and are measured based on spot exchange rates, the yield curves of the respective currencies as well as the currency basis spreads between the respective currencies. The Group's interest rate derivative financial instruments are interest rate caps. These contracts are valued using a discounted cash flow model and consideration is given to the Group's own credit risk. | ||||||||
20. Events since the balance sheet date | ||||||||
On 21 August 2019, the Company completed the purchase of 89,144,978 ordinary shares from two of its institutional shareholders for a total consideration of £32.1 million. The ordinary shares purchased were cancelled. The purchase and cancellation has increased NAV per share. On a proforma basis NAV per share at 30 June 2019 would increase from 67 pence to 72 pence per ordinary share. |
Related Shares:
RAV.L