23rd Sep 2015 12:01
23 September 2015
Dragon-Ukrainian Properties & Development plc
("DUPD" or the "Company")
Results for the period ended 30 June 2015
Dragon-Ukrainian Properties & Development plc, a leading investor in the real estate sector in Ukraine, is pleased to announce its interim results for the period ended 30 June 2015.
Highlights
Operational Highlights
· The Company is following its investing policy as approved by the EGM in February 2014 notwithstanding the challenging economic environment. DUPD's assets are not directly affected by the arms conflict in the East of Ukraine
· The Company successfully completed construction works of phase 1 of the Obolon Residences project. 100 per cent of the commercial space and 73 per cent of the residential space in phase 1 is contracted for sale
· In the Obolon Residences project cash of USD2.5 million was received for the right to develop phase 2, with a further USD 2.5 million to be received by the end of the 2015
· In Arricano, rental income in USD terms stabilized and certain bank loans were restructured improving the cash position of the company.
Financial Highlights
· Total NAV of USD 70.7 million at 30 June 2015 (down from USD 92.4 million as of 31 December 2014), inclusive of the dividend of USD 6.0 million paid
· Cash balance of USD 12.9 million (compared to USD 16.5 million as of 31 December 2014)
· Net loss from operating activities USD 21.7 million, mostly driven by fair value loss on company projects due to lower prices on comparable properties in the market, longer sales periods and higher discount rates used in valuations (for the period ending 30 June 2014 loss from operating activities USD 25.0 million)
For further information, please contact:
Dragon - Ukrainian Properties & Development plc (www.dragon-upd.com) | |
Tomas Fiala | +380 44 490 7120 |
Dragon Capital Partners Limited (Investment Manager) | |
Eugene Baranov / Volodymyr Tymochko | + 380 44 490 7120 |
Panmure Gordon (UK) Limited | |
Richard Gray / Andrew Potts | +44 (0)20 7886 2500 |
Project Overview
1. Land bank
· First part of land bank (19.9 ha) rezoned.
· The Company is focused on gradually selling the land as it is rezoned and when the land market recovers
Details | |
Location: | Kyiv suburbs |
Land Title: | Freehold |
Land Area: | 503 ha |
DUPD Share: | 85% |
Fair value of DUPD share: | USD 13.9m |
2. Obolon Residences
· Business class residential complex with office and retail premises
· Prime location in a prestigious Obolon district in Kyiv
· International standard design
· Phase 1 construction works completed, landscaping works underway
· Commissioning process is undergoing and expected to be finalized in October
· 100 per cent of the commercial space and 73 per cent of the residential space in Phase 1 contracted for sale, totalling 123 out of 160 apartments contracted for sale, of which 12 were sold in 2015
· Contracted sales in Phase 1 as of 1HY2015 reached USD25.8 million, sales proceeds - USD23.1 million
· The Company sold Phase 2 of the Project for USD 5 million to be paid during 2015 in 4 equal instalments, of which USD 2.5 million already received
· Phase 2 is under construction: the building is erected and façade works started, which is to increase the attractiveness of Phase 1.
Details | |
Location: | Kyiv |
Land Title: | Leasehold |
Land Area: | 1.07 ha |
Sales area (excluding parking): | 45,593 sqm |
Phase 1: | 16,981 sqm |
Phase 2: | 12,248 sqm |
Phase 3: | 16,364 sqm |
DUPD Share: | 100% |
Fair value of DUPD share: | USD 34.6m |
3. Arricano Real Estate plc
· The largest developer of shopping centres in Ukraine
· Listing on the AIM market of the LSE (ARO LN) since September 2013
· DUPD's shareholding is 12.51%
· Portfolio of nine shopping centres of which six are operational and three under various stages of development
· Stabilization of rental income in USD terms on the back of UAH stabilization and vacancy's contraction down to 8%.
· Three senior bank loans restructured or refinanced allowing for more flexible repayment schedule, including a $19m secured loan from the European Bank for Reconstruction and Development for financing construction payables for Prospect Shopping Centre in Kyiv and repayment of the US$10 million loan from Oschadbank.
Summary | |
DUPD Share: | 12.51% |
Directors: | 1 board representative |
Fair value of DUPD share: | USD 1.6 m Please refer to financial statements for further explanations how this figure was derived |
1 Sky Mall (Kyiv) | |
Gross leasable area (operating): | 67,369sqm |
Gross leasable area (to be developed): | 46,500 sqm |
Key Tenants: | Auchan, Foxtrot, Inditex Group, Top Shop, Marks & Spencer, Bonjour, New Yorker, Cronverk Cinema |
2 Rayon (Kyiv) | |
Gross leasable area (operating): | 24,350 sqm |
Key Tenants: | Silpo, Comfy, Reserved, Sportmaster, Brocard |
3 Sun Gallery (Kryvyi Rig) | |
Gross leasable area (operating): | 35,600 sqm |
Key Tenants: | Auchan, Comfy, Intertop, Brocard |
4 South Gallery (Simferopol) | |
Gross leasable area (operating): | 32,200 sqm |
Key Tenants: | Auchan, Comfy, Intertop, Brocard |
5 City Mall (Zaporizhzhya) | |
Gross leasable area (operating): | 21,450 sqm |
Key Tenants: | Auchan, Comfy, Collins, Brocard, Columbia, Women's Secret, Levis |
6 Prospect (Kyiv) | |
Gross leasable area (operating): | 30,400 sqm (excluding Auchan) |
Key Tenants: | Auchan (co-investor), Foxtrot, Reserved, Bomond, Mango |
7 Lukyanivka (Kyiv) | |
Gross leasable area (under construction): | 47,000 sqm |
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8 Petrivka (Kyiv) | |
Gross leasable area (to be developed): | 31,450 sqm |
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9 Rozumovska (Odesa) | |
Gross leasable area (to be developed): | 38,000 sqm |
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4. Riviera Villas
· Elite cottage community near Kyiv
· Unique luxury leisure infrastructure
· Utilities on the site and waterfront infrastructure completed
· 19 households sold. First street out of four completed. Stock of 7 homes available for sale
Details | |
Location: | Kyiv suburbs |
Land Title: | Freehold |
Land Area: | 14.3 ha |
DUPD Share: | 59.6% |
Fair value of DUPD share: | USD 5.4m |
5. Green Hills
· Business class cottage community, 10km from Kyiv
· The first North American style cottage community developed in the country
· All key infrastructure in place
· 51 households sold (7 in 1H2015) out of 178
· 50 families living in the community
· Private School was commissioned as of 1 September 2015
Details | |
Location: | Kyiv suburbs |
Land Title: | Freehold |
Land Area: | 16.2 ha |
DUPD Share: | 100% |
Fair value of DUPD share: | USD 5.3m |
6. Henryland
· All assets of Henryland were sold for a cash consideration of USD 23.7m in 2013
Details | |
DUPD Share: | 38% |
Total sales proceeds: | USD 23.7m |
DUPD Share: | USD 9.0m |
Received: | USD 8.5m |
7. Sadok Vyshnevy
· 38 apartments in a town-house community in Kyiv suburbs
· Utilities on the site
· All homes commissioned, and available for sale
· 17 apartments sold (3 in 2015)
Details | |
Location: | Kyiv suburbs |
Land Title: | Freehold |
Land Area: | 1.6 ha |
DUPD Share: | 100% |
Fair value of DUPD share: | USD 2.2m |
8. Avenue Shopping Centre
· Land plot for a shopping mall development
· Land plot offered for sale
Details | |
Location: | Kyiv |
Land Title: | Leasehold |
Land Area: | 1.2 ha |
GLA: | 23.831 sqm |
DUPD Share: | 18.8% |
Fair value of DUPD share: | USD 0.25m |
9. Glangate
· Two land plots for shopping centre development in second-tier regional cities of Kremenchuk and Rivne
· Land plots offered for sale
Details | |
Location: | Kremenchuk, Rivne |
Land Title: | Freehold/Leasehold |
Land Area: | 9.3 ha aggregate |
GLA: | 49,130 sqm |
DUPD Share: | 100% |
Fair value of DUPD share: | USD 1.7m |
Statement of financial position as at 30 June 2015
Note | 30 June 2015 | 31 December 2014 | 30 June 2014 (restated) | |
(in thousands of USD) | ||||
Assets | ||||
Non-current assets | ||||
Financial assets at fair value through profit or loss | 5 | 54,804 | 75,303 | 126,369 |
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Total non-current assets | 54,804 | 75,303 | 126,369 | |
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Current assets | ||||
Other accounts receivable | 6 | 4,091 | 8,435 | 403 |
Cash and cash equivalents | 7 | 12,975 | 16,549 | 18,901 |
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Total current assets | 17,066 | 24,984 | 19,304 | |
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Total assets | 71,870 | 100,287 | 145,673 | |
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Equity and Liabilities | ||||
Equity | ||||
Share capital | 8 | 2,187 | 2,187 | 2,187 |
Share premium | 277,265 | 277,265 | 277,265 | |
(Accumulated losses)/retained earnings
| (208,770) | (187,097) | (135,948) | |
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Total equity | 70,682 | 92,355 | 143,504 | |
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Current liabilities | ||||
Other accounts payable | 9 | 1,188 | 7,932 | 2,169 |
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Total current liabilities | 1,188 | 7,932 | 2,169 | |
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Total liabilities | 1,188 | 7,932 | 2,169 | |
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Total equity and liabilities | 71,870 | 100,287 | 145,673 | |
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These financial statements were approved by the Board of Directors on 21 September 2015 and were signed on its behalf by:
Chairman of the board Mark Iwashko
Non-executive director Aloysius Wilhelmus Johannes van der Heijden
Statement of comprehensive income for the 6 months ended 30 June 2015
Note | 6 months 2015 | 6 months 2014 | |
(in thousands of USD) | (restated) | ||
Net loss from financial assets at fair value through profit or loss | 11 | (20,619) | (23,472) |
Management fee | 10 | (1,050) | (1,250) |
Administrative expenses | 12 | (267) | (584) |
Other income | 282 | 266 | |
Other expenses | (20) | - | |
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Total operating expenses | (21,674) | (25,040) | |
Finance income | 1 | 4 | |
Finance costs | - | (4) | |
__________ | __________ | ||
Loss from operating activities | (21,673) | (25,040) | |
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Net loss and total comprehensive loss for the period | (21,673) | (25,040) | |
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Loss per share | |||
Basic loss per share (in USD) | 8 | (0.20) | (0.23) |
Diluted loss per share (in USD) | 8 | (0.20) | (0.23) |
The directors believe that all results are derived from continuing activities.
Statement of cash flows for the 6 months ended 30 June 2015
Note | 6 months 2015 | 6 months 2014 | |||
(in thousands of USD) | (restated) | ||||
Cash flows from operating activities | |||||
Loss before income tax | (21,673) | (25,040) | |||
Adjustments for: | |||||
Net loss from financial assets at fair value through profit or loss | 11 | 20,619 | 23,472 | ||
Finance income | - | 4 | |||
Finance costs | (1) | (4) | |||
Interest received | 1 | 4 | |||
Loans granted | (417) | (2,248) | |||
Loans repaid | 296 | 420 | |||
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(1,175) | (3,392) | ||||
Operating cash flows before changes in working capital | ______________ | _____________ | |||
Change in other accounts receivable | 4,348 | (26) | |||
Change in other accounts payable | (730) | 270 | |||
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Cash flows (used in)/from operating activities | 2,443 | (3,148) | |||
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Dividends paid |
| - | |||
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Cash flows (used in)/from financial activities |
| - | |||
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Net change in cash and cash equivalents | (3,571) | (3,148) | |||
Cash and cash equivalents at 1 January | 16,549 | 22,053 | |||
Effect of foreign exchange fluctuation on cash balances | (3) | (4) | |||
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Cash and cash equivalents at 30 June | 12,975 | 18,901 | |||
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Statement of changes in equity for the 6 months ended 30 June 2015 | ||||
Share capital | Share premium | Retained earnings/ (accumulated losses) | Total | |
(in thousands of USD) | ||||
Balances at 1 January 2014 | 2,187 | 277,265 | (110,910) | 168,542 |
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Total comprehensive loss for the year | ||||
Net loss | - | - | (70,173) | (70,173) |
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Total comprehensive loss for the year | (70,173) | (70,173) | ||
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Transactions with owners of the Company | ||||
- | - | |||
Dividends (note 9) | - | - | (6,014) | (6,014) |
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Total transactions with owners of the Company | - | - | (6,014) | (6,014) |
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Balances at 31 December 2014 | 2,187 | 277,265 | (187,097) | 92,355 |
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Total comprehensive loss for the 6 months | ||||
Net loss | - | - | (21,673) | (21,673) |
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Total comprehensive loss for the year | - | - | (21,673) | (21,673) |
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Total transactions with owners of the Company | - | - | - | - |
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Balances at 30 June 2015 | 2,187 | 277,265 | (208,770) | 70,682 |
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Notes to the financial statements
1. Background
(a) Organisation and operations
Dragon - Ukrainian Properties & Development plc (the Company) was incorporated in the Isle of Man on 23 February 2007. The Company's registered office is 2nd Floor, Belgravia House, 34-44 Circular Road, Douglas, Isle of Man IM1 1AE and its principal place of business is Ukraine. With effect from July 1, 2015 the registered office of the Company has changed to 2nd Floor, St Mary's Court, 20 Hill Street, Douglas, Isle of Man IM1 1EU.
On 1 June 2007 the Company raised USD 208 million through an initial public offering on the Alternative Investment Market (AIM) of the London Stock Exchange. On 29 November 2007, the Company completed a secondary placing on AIM and raised USD 100 million.
The main activities of the Company are investing in the development of its existing real estate properties in Ukraine. The Company provides financing to its investees either through equity or debt financing.
(b) Business environment
Ukraine's political and economic situation has deteriorated significantly since the Government's decision not to sign the Association Agreement and the Deep and Comprehensive Free Trade Agreement with the European Union in late November 2013. Political and social unrest combined with rising regional tensions has deepened the ongoing economic crisis and has resulted in a widening of the state budget deficit and a depletion of the National Bank of Ukraine's foreign currency reserves and, as a result, a further downgrading of the Ukrainian sovereign debt credit ratings.
In February 2014, following the devaluation of the national currency, the National Bank of Ukraine introduced certain administrative restrictions on currency conversion transactions and also announced a transition to a floating foreign exchange rate regime. In March 2014 Republic of Crimea was annexed by the Russian Federation. This event resulted in a significant deterioration of the relationship between Ukraine and the Russian Federation. Following the annexation of Crimea, regional tensions have spread to the Eastern regions of Ukraine, primarily to the parts of Donetsk and Lugansk regions. In May 2014 arms supplies and flood of mercenaries from the Russian Federation escalated unrest into military clashes and armed conflict between armed supporters of the self-declared republics of the Donetsk and Lugansk regions and the Ukrainian forces. As at the date these financial statements were authorised for issue, the instability and unrest continue, and part of the Donetsk and Lugansk regions remains under control of the self-proclaimed republics. As a result, Ukrainian authorities are not currently able to fully enforce Ukrainian laws on this territory. Elections to local councils to be held in Ukraine on 25 October 2015 will not take place in those territories and in number of regions bordering with the line of military confrontation.
Whilst the Directors believe they are taking appropriate measures to support the sustainability of the Company's business in the current circumstances, a further deterioration in the business environment could negatively affect the Company's results and financial position in a manner not currently determinable. These financial statements reflect management's current assessment of the impact of the Ukrainian business environment on the operations and the financial position of the Company. The future business environment may differ from management's assessment.
2. Basis of preparation
(a) Statement of compliance
These financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU.
(b) Basis of measurement
The financial statements are prepared under the historical cost basis, except for the following material items:
Items | Measurement basis | |
Investments at fair value through profit or loss | Fair value | |
Loans receivable | Fair value |
(c) Functional and presentation currency
These financial statements are presented in thousands of US dollars (USD), which is the Company's functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated.
(i) Determination of functional currency
Functional currency is the currency of the primary economic environment in which the Company operates. If indicators of the primary economic environment are mixed, then management uses its judgement to determine the functional currency that most faithfully represents the economic effect of the underlying transactions, events and conditions. The majority of the Company's investments and transactions are denominated in US dollars. The expenses (including management and performance fees, administrative expenses) are denominated and paid in US dollars. Accordingly, management has determined that the functional currency of the Company is US dollar. All information presented in US dollars is rounded to the nearest thousand
(d) Use of judgments, estimates and assumptions
The preparation of financial statements in conformity with IFRS as adopted by the EU requires the Directors to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses and the disclosure of contingent assets and liabilities. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.
As stated in note 1(b) to these financial statements, the political and business situation has deteriorated significantly. This is a key factor in the estimation uncertainty and critical judgements associated with applying the accounting policies in these financial statements
In particular, information about significant areas of estimation uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements and could lead to significant adjustment in the next financial year are included in the following notes:
• Note 3(a) - Determination of investment entity criteria
• Note 5 - Valuation of financial assets at fair value through profit or loss
Measurement of fair values
A number of the Company's accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.
The Directors are responsible for overseeing all significant fair value measurements, including Level 3 fair values. They review and approve significant unobservable inputs and valuation adjustments before they are included in the Company's financial statements. To assist with the estimation of fair values the Directors, when appropriate, engage registered independent appraiser, having a recognised professional qualification and recent experience in the location and categories of the assets being valued.
When measuring the fair value of an asset or a liability, the Company uses market observable data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.
· Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
· Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
· Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
If the inputs used to measure the fair value of an asset or a liability might be categorised in different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.
Further information about the assumptions made in measuring fair values is included in the following notes:
· Note 5 - financial assets at fair value through profit or loss.
(e) Going concern
These financial statements are prepared on a going concern basis. For the 6 months 2015 the Company incurred a net loss of USD 21,673 and had negative cash flows from operating activities of USD 3,571 thousand. As at that date the Company's current assets exceeded its current liabilities by USD 15,878 thousand and its Net Asset Value amounted to USD 70,682 thousand.
The Directors believe that the Company's existing cash resources are sufficient to meet the Company's liabilities for the foreseeable future and therefore that the going concern basis for preparing these financial statements is appropriate.
3. Significant accounting policies
The accounting policies set out below have been applied consistently to all periods presented in these financial statements, and have been applied consistently by Company, except as explained in note 4, which addresses changes in accounting policies.
(a) Investment entity
The Company is an investment entity and measures all of its investments at fair value through profit or loss.
In determining whether the Company meets the definition of an investment company, management considered the following:
• The Company raised funds on AIM (through the first and second issue of shares) only for the purpose of making investments in the development of new properties and the redevelopment of existing properties in Ukraine.
• The Company has a clear exit strategy from its real estate projects (either through sale of the properties, or through sale of shareholding right in the entities, which own the properties). This is stated in the Company's new investing policy that was voted and approved by the general meeting of shareholders in February 2014. The full text of the current investing policy could be found on the Company's website http//www.dragon-upd.com/investor-information/important-information/business-strategy-and-investing-policy
• The Company measures and evaluates the performance of substantially all of its investments on a fair value basis.
• The Company's Directors (acting on behalf of the Company) take only strategic decisions and approve the overall direction of investing activity in order to maximise the returns to shareholders. At the same time, the Directors chose and appointed DCM Limited as the Company's investment manager (see note 10). DCM Limited's employees perform recurring management operating activities in accordance with the Third Management Agreement and within the strategic decisions of the Directors. There is no separate substantial business activity beyond earning returns from capital appreciation and investment income. The Directors seek to return any surplus funds and net proceeds from property realisation to shareholders when appropriate, in accordance with its investing policy.
Considering the above, the Company's management determined that the Company meets the definition of investment entity in accordance with IFRS 10 Consolidated Financial Statements and, accordingly, the Company has not consolidate its subsidiaries. Before 1 January 2014 the Company's management consolidated all of its investments at fair value through profit or loss. The Company now measures its investment in subsidiaries at fair value through profit and loss (note 3(b)). Such approach provides a fair and transparent view on the Company to the Company's shareholders and stakeholders.
The Company also elected to measure its investments in associates and loans receivable from its investees at fair value through profit or loss (notes 3(c) and 3(d).
All these assets are presented within financial assets at fair value through profit or loss in the Company's statement of financial position.
(b) Subsidiaries
Subsidiaries are investees controlled by the Company. The Company controls an investee when it is exposed to, or has right to, variable returns from its involvement with the company and has the ability to affect those returns through its power over the investee.
Investments in subsidiaries are measured and accounted for at fair value with gain or loss recognised in profit or loss (see note 3(a)).
Unconsolidated subsidiaries and their grouping by investment in respective projects are as follows:
Name | Country of incorporation | Project | % of ownership | ||
30 June 2015 | 31 December 2014 | ||||
Glangate LTD | Cyprus | Rivne and Kremenchuk | 100% | 100% | |
New Region LLC | Ukraine | Rivne and Kremenchuk | 100% | 100% | |
Rivnobud LLC | Ukraine | Rivne and Kremenchuk | 100% | 100% | |
Commercial project LLC | Ukraine | Rivne and Kremenchuk | 100% | 100% | |
Blueberg Trading Ltd | BVI | Green Hills | 100% | 100% | |
Grand Development LLC | Ukraine | Green Hills | 100% | 100% | |
J Komfort Neruhomist LLC | Ukraine | Green Hills | 100% | 100% | |
Korona Development LLC | Ukraine | Green Hills | 100% | 100% | |
Linkrose LTD | Cyprus | Green Hills | 100% | 100% | |
Landzone LTD | Cyprus | Avenue shopping centre | 100% | 100% | |
Landshere LTD | Cyprus | Land Bank | 90% | 90% | |
Riverscope LTD | Cyprus | Land Bank | 90% | 90% | |
Z Development LLC | Ukraine | Land Bank | 100% | 100% | |
Z Neruhomist LLC | Ukraine | Land Bank | 100% | 100% | |
OJSC "Dom byta "Obolon" | Ukraine | Obolon Residences | 100% | 100% | |
Startide LTD | Cyprus | Obolon Residences | 100% | 100% | |
Bi Dolyna Development LLC | Ukraine | Riviera Villas | 100% | 100% | |
Closed investment fund "Development" | Ukraine | Obolon Residences | 100% | 100% | |
Closed investment fund "Development 2" | Ukraine | Obolon Residences | 100% | - | |
EF Nova Oselya LLC | Ukraine | Riviera Villas | 100% | 100% | |
EF Nova Oselya LLC | Ukraine | Riviera Villas | 100% | 100% | |
Mountcrest LTD | Cyprus | Riviera Villas | 100% | 100% | |
Stenfield Finance Ltd | BVI | Riviera Villas | 100% | 100% | |
Riviera Villas LLC | Ukraine | Riviera Villas | 100% | 100% | |
Linkdell LTD | Cyprus | Sadok Vyshnevy | 100% | 100% |
(c) Associates
Associates are those companies in which the Company has significant influence, but not control, over the financial and operating policies. Significant influence is presumed to exist when the Company holds between 20% and 50% of the voting power of another company. In certain cases when the Company has less than 20% of the voting power of another company, this company is still accounted for as an associate on the basis of significant influence.
Investments in associates are measured and accounted for at fair value with gain or losses recognised in profit or loss (see note 3(a)).
Investments in associates comprise the investment in Henryland Group Ltd and the investment in Hindale Executive Investments Limited (part of investment in the Avenue Shopping Centre project).
(d) Loans receivable from investees
In additional to equity financing to its investees, as a part of structuring its investments the Company also provides debt financing to its investees. As described in note 3(a), the Company elected to measure loans receivable from its investees at fair value through profit or loss. These investments are presented as "loans and receivables" in accordance with IFRS requirements.
(e) Foreign currency
Transactions in foreign currencies are translated into US dollars at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date.
Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated into US dollar at the exchange rate at the date that the fair value was determined.
Foreign currency differences arising on retranslation are recognised in profit or loss, except for those arising of financial instruments at fair value through profit or loss, which are recognised as a component of net gain/(loss) from investments at fair value through profit or loss or net gain/(loss) from loans receivable.
(f) Financial instruments
(i) Non-derivative financial assets
The Company initially recognises loans and receivables and deposits on the date that they are originated. All other financial assets are recognised initially on the trade date at which the Company becomes a party to the contractual provisions of the instrument.
The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Company is recognised as a separate asset or liability.
Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Company has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
The Company classifies non-derivative financial assets into the following categories: financial assets at fair value through profit or loss, other loans and receivables and available-for-sale financial assets.
Financial assets at fair value through profit or loss (FVTPL)A financial asset is classified at fair value through profit or loss -category if it is classified as held for trading or is designated as such upon initial recognition. Financial assets are designated at fair value through profit or loss if the Company manages such investments and makes purchase and sale decisions based on their fair value in accordance with the Company's documented risk management or investment strategy. Directly attributable transaction costs are recognised in profit or loss as incurred. Financial assets at fair value through profit or loss are measured at fair value, and changes therein are recognised in profit or loss.
Financial assets designated at fair value through profit or loss comprise loans receivable from investees at fair value through profit or loss and investments at fair value through profit or loss (see notes 3(b), 3(c) and 3(d)).
Held-to-maturity financial assets
If the Company has the positive intent and ability to hold debt securities to maturity, then such financial assets are classified to held-to-maturity. Held-to-maturity financial assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition held-to-maturity financial assets are measured at amortised cost using the effective interest method, less any impairment losses. Any sale or reclassification of a more than insignificant amount of held-to-maturity investments not close to their maturity would result in the reclassification of all held-to-maturity investments as available-for-sale, and prevent the Company from classifying investment securities as held-to-maturity for the current and the following two financial years.
Other loans and receivablesOther loans and receivables are a category of financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses.
Other loans and receivables comprise the following classes of assets: other accounts receivable as presented in note 6 and cash and cash equivalents as presented in note 7.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances, call deposits and liquid investments with maturities at initial recognition of three months or less.
Available-for-sale financial assetsAvailable-for-sale financial assets are non-derivative financial assets that are designated as available-for-sale or are not classified in any of the above categories of financial assets. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses, and foreign currency differences on available-for-sale debt instruments, are recognised in other comprehensive income and presented within equity in the fair value reserve. When an investment is derecognised or impaired, the cumulative gain or loss in equity is reclassified to profit or loss. Unquoted equity instruments whose fair value cannot reliably be measured are carried at cost.
For a reconciliation of line items in the statement of financial position to the categories of financial instruments, as defined by IAS 39, see Note 16(a).
(ii) Non-derivative financial liabilities
The Company classifies non-derivative financial liabilities in the other financial liabilities category. Such financial liabilities are recognised initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective interest method.
Other financial liabilities comprise other payables as presented in note 9.
Bank overdrafts that are repayable on demand and form an integral part of the Company's cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.
(iii) Share capital
Ordinary sharesOrdinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effects.
Repurchase, disposal and reissue of share capital (treasury shares)When share capital recognised as equity is repurchased, the amount of the consideration paid, which includes directly attributable costs, net of any tax effects, is recognised as a deduction from equity. Repurchased shares are immediately cancelled and the total number of issued shares reduced by the purchase.
(iv) Derivative financial instruments
Embedded derivatives are separated from the host contract and accounted for separately if the economic characteristics and risks of the host contract and the embedded derivative are not closely related, a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative, and the combined instrument is not measured at fair value through profit or loss.
Derivatives are recognised initially at fair value; attributable transaction costs are recognised in profit or loss when incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are recognised immediately in profit or loss.
(g) Impairment
(i) Non-derivative financial assets
A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.
Objective evidence that financial assets (including equity securities) are impaired can include default or delinquency by a debtor, restructuring of an amount due to the Company on terms that the Company would not consider otherwise, indications that a debtor or issuer will enter bankruptcy, adverse changes in the payment status of borrowers or issuers in the Company, economic conditions that correlate with defaults or the disappearance of an active market for a security. In addition, for an investment in an equity security, a significant or prolonged decline in its fair value below its cost is objective evidence of impairment.
Loans and receivables and held-to-maturity investment securitiesThe Company considers evidence of impairment for loans and receivables and held-to-maturity investment securities at both a specific asset and collective level. All individually significant loans and receivables and held-to-maturity investment securities are assessed for specific impairment. All individually significant loans and receivables and held-to-maturity investment securities found not to be specifically impaired are then collectively assessed for any impairment that has been incurred but not yet identified. Loans and receivables and held-to-maturity investment securities that are not individually significant are collectively assessed for impairment by grouping together loans and receivables and held-to-maturity investment securities with similar risk characteristics.
In assessing collective impairment the Company uses historical trends of the probability of default, timing of recoveries and the amount of loss incurred, adjusted for the Directors' judgment as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends.
An impairment loss is calculated as the difference between the asset's carrying amount, and the present value of the estimated future cash flows discounted at the asset's original effective interest rate. Losses are recognised in profit or loss and reflected in an allowance account against loans and receivables or held-to-maturity investment securities. Interest on the impaired asset continues to be recognised. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.
Available-for-sale financial assetsImpairment losses on available-for-sale financial assets are recognised by reclassifying the losses accumulated in the fair value reserve in equity, to profit or loss. The cumulative loss that is reclassified from equity to profit or loss is the difference between the acquisition cost, net of any principal repayment and amortisation, and the current fair value, less any impairment loss previously recognised in profit or loss. Changes in impairment provisions attributable to application of the effective interest method are reflected as a component of interest income. If, in a subsequent period, the fair value of an impaired available-for-sale debt security increases and the increase can be related objectively to an event occurring after the impairment loss was recognised in profit or loss, then the impairment loss is reversed, with the amount of the reversal recognised in profit or loss. However, any subsequent recovery in the fair value of an impaired available-for-sale equity security is recognised in other comprehensive income.
(ii) Non-financial assets
The carrying amounts of non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. For goodwill and intangible assets that have indefinite lives or that are not yet available for use, the recoverable amount is estimated each year on the reporting date.
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. A cash-generating unit is the smallest identifiable asset Company that generates cash flows that largely are independent from other assets . Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit on a pro rata basis.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
(h) Provisions
A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost.
(i) Finance income and costs
Finance income comprises interest income on financial assets and currency exchange gains. Finance costs comprise interest expense and currency exchange losses.
Interest income and expense, including interest income from non-derivative financial assets at fair value through profit or loss, are recognised in profit or loss, using the effective interest method. The effective interest rate is the rate that exactly discounts the estimated future cash payments or receipts, without consideration of future credit losses, over the expected life of the financial instrument or through to the next market based repricing date to the net carrying amount of the financial instrument on initial recognition.
Interest received or receivable, and interest paid or payable, are recognised in profit or loss as finance income and finance costs, respectively, except for those arising on financial instruments at fair value through profit or loss, which are recognised as a component of net gain/(loss) from investments at fair value through profit or loss or net loss from loans receivable.
(j) Dividend income
Dividend income is recognised in profit or loss on the date on which the right to receive payment is established. For quoted equity securities, this is usually the ex-dividend date. For unquoted equity securities, this is usually the date on which the shareholders approve the payment of a dividend. Dividend income from equity securities designated as at fair value through profit or loss is recognised in profit or loss in separate line item.
(k) Net gain/(loss) from financial assets at fair value through profit or loss
Net gain/(loss) from financial assets at fair value through profit or loss includes all realised and unrealised fair value changes, interest income and foreign exchange differences, but excludes dividend income.
(l) Fees and administrative expenses
Fees and administrative expenses are recognised in profit or loss as the related services are performed or expenses are incurred.
(m) Tax
Under the current tax legislation in the Isle of Man, the applicable tax rate is 0% for the Company.
However, some dividend and interest income received by the Company may be subject to withholding tax imposed in certain countries of origin. Income that is subject to such tax is recognised gross of the taxes and the corresponding withholding tax is recognised as tax expense.
(n) Earnings per share
The Company presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the year, adjusted for own shares held. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares, which comprise warrants and share options.
(o) Segment reporting
An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company's other components.
The Directors determined that the sole segment in which the Company operates is investing in property development. For operational purposes the Board analyses the Company's activity on the basis of individual projects. Budgeting and comparison of actual versus budgeted results is also done on the basis of individual projects.
(p) New standards and interpretations not yet adopted
A number of new standards, amendments to standards and interpretations are not yet effective for the 6 month period ended 30 June 2015, and have not been applied in preparing these financial statements. Of these pronouncements, potentially the following will have an impact on the Company's financial statements. The Company plans to adopt these pronouncements when they become effective.
IFRS 9 Financial Instruments, published in July 2014, replaces the existing guidance in IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 includes revised guidance on the classification and measurement of financial instruments, including a new expected credit loss model for calculating impairment on financial assets, and the new general hedge accounting requirements. It also carries forward the guidance on recognition and derecognition of financial instruments from IAS 39. IFRS 9 is effective for annual reporting periods beginning on or after 1 January 2018, with early adoption permitted. The Company is assessing the potential impact on its financial statements resulting from the application of IFRS 9. The Company does not intend to adopt this standard early.
Sale of Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to IFRS 10 and IAS 28) address an acknowledged inconsistency berween the requirements in IFRS 10 and those in IAS 28 (2011), in dealing with the sale or contribution of assets between an investor and its associate or joint venture. The main consequence of the amendments is that a full gain or loss is recognised when a transaction involves a business (whether it is housed in a subsidiary or not). A partial gain or loss is recognised when a transaction involves assets that do not constitute a business, even if these assets are housed in a subsidiary. The amendments will be effective for annual periods beginning on or after 1 January 2016. The amendments are not expected to have a significant effect on the Company's financial statements.
Various Improvements to IFRSs have been dealt with on a standard-by-standard basis. All amendments, which result in accounting changes for presentation, recognition or measurement purposes, will come into effect for annual periods beginning after 1 January 2015.
4. Changes in accounting policy and corrections
Except for the changes below, the Company has consistently applied the accounting policies set out in Note 3 to all periods presented in these financial statements.
The Company has adopted the following new standards and amendments to standards, including any consequential amendments to other standards, with a date of initial application of 1 January 2014.
(a) Offsetting Financial Assets and Financial Liabilities (Amendments to IAS 32 Financial Instruments: Presentation).
Amendments to IAS 32 Financial Instruments: Presentation - Offsetting Financial Assets and Financial Liabilities specify that an company currently has a legally enforceable right to set-off if that right is not contingent on a future event; and enforceable both in the normal course of business and in the event of default, insolvency or bankruptcy of the company and all counterparties. Application of this amendment had no impact on the financial statements.
(b) Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS 27)
The Company has adopted Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS 27) (2012) ("Investment Entities" amendments) with a date of initial application of 1 January 2014.
The Directors always treated the Company as an investments entity. The Company published its formal investing strategy adopted by EGM in September 2009 (subsequently modified in February 2014), however, investment entities were not specifically defined in IFRS. With recent changes in IFRS the Company meets the definition of an investment entity (see Note 3(a)). As a result, the Company has changed its accounting policy on accounting for its investments in subsidiaries and associates, to measure them at fair value through profit or loss. Before adoption of "Investment Entities" amendments, the Company consolidated its subsidiaries and associates. As a result of adoption of "Investment Entities" amendments, the Company ceased to prepare consolidated and separate financial statements and now prepares only unconsolidated financial statements in accordance with these amendments.
In accordance with the transitional provisions of the amendments, the Company has applied the new accounting policy retrospectively and restated financial information for the six months ended 30 June 2014 and other comparative information.
(c) Other Corrections
The Company's management identified and corrected a prior period error related to the understatement of the underlying asset in the Obolon Residence project as at 30 June 2014.
Summary of quantitative impacts
The table below presents, in respect of the period immediately preceding the date of initial application, the resulting changes for each financial statement line item affected.
Statement of financial positionImpact of change in accounting policy and correction | ||||
30 June 2014 | As previously reported | Investment entities (see 4(b)) | Other Corrections (see 4(c)) | As restated |
(in thousands of USD) | ||||
Assets | ||||
Non-current assets | ||||
Investment properties | 24,866 | (24,866) | - | - |
Prepayments for land | 31,830 | (31,830) | - | - |
Investments in associates | 4,039 | (4,039) | - | - |
Financial assets at fair value through profit or loss | 32,310 | 94,059 | - | 126,369 |
Property and equipment | 78 | (78) | - | - |
Intangible assets | 5 | (5) | - | - |
|
|
|
| |
Total non-current assets | 93,128 | 33,241 | - | 126,369 |
|
|
|
| |
Current assets | ||||
Inventories | 32,935 | (43,001) | 10,066 | - |
Other accounts receivable | 4,001 | (3,598) | - | 403 |
VAT recoverable | 2,019 | (2,019) | - | - |
Prepaid income tax | 36 | (36) | - | - |
Cash and cash equivalents | 20,511 | (1,610) | - | 18,901 |
|
|
|
| |
Total current assets | 59,502 | (50,264) | 10,066 | 19,304 |
|
|
|
| |
Total assets | 152,630 | (17,023) | 10,066 | 145,673 |
|
|
|
| |
Equity and Liabilities | ||||
Equity | ||||
Share capital | 2,187 | - | - | 2,187 |
Share premium | 277,265 | - | - | 277,265 |
(Accumulated losses)/retained earnings | (117,863) | (26,340) | 8,255 | (135,948) |
Foreign currency translation differences | (11,826) | 11,826 | - | - |
|
|
|
| |
Total equity attributable to equity holders of the Parent Company | 149,763 | (14,514) | 8,255 | 143,504 |
Non-controlling interest | (16,744) | 16,744 | - | - |
|
|
|
| |
Total equity | 133,019 | 2,230 | 8,255 | 143,504 |
Non-current liabilities |
| - | ||
Finance lease liabilities | 210 | (210) | - | - |
Deferred tax liabilities | 6,875 | (8,686) | 1,811 | - |
|
|
|
| |
Total non-current liabilities | 7,085 | (8,896) | 1,811 | - |
|
|
|
| |
Current liabilities | ||||
Other accounts payable | 12,500 | (10,331) | - | 2,169 |
Current portion of finance lease liabilities | 26 | (26) | - | - |
Income tax payable | - | - | - | - |
|
|
|
| |
Total current liabilities | 12,526 | (10,357) | - | 2,169 |
|
|
|
| |
Total liabilities | 19,611 | (19,253) | 1,811 | 2,169 |
|
|
|
| |
Total equity and liabilities | 152,630 | (17,023) | 10,066 | 145,673 |
|
|
|
|
Impact of changes in accounting policies and corrections | ||||||
6 months ended 30 June 2014 | As previously reported | Investment companies (see 4(b)) |
Other Corrections (see 4(c)) | As restated | ||
(in thousands of USD) | ||||||
Rental income from investment property | 10 | (10) | - | - | ||
Profit from sales of investment properties | (36) | 36 | - | - | ||
Income from sales of trading property | 1,271 | (1,271) | - | - | ||
Cost of trading property sold | (1,120) | 1,120 | - | - | ||
Loss on revaluation of investment properties | 1,593 | (1,593) | - | - | ||
Impairment loss on prepayments for land | (13,256) | 13,256 | - | - | ||
Reversal of write-down of trading property to net realizable value | 6,218 | (16,284) | 10,066 | - | ||
Net loss from financial assets at fair value through profit or loss | (646) | (22,826) | - | (23,472) | ||
Management fee | (1,250) | - | - | (1,250) | ||
Administrative expenses | (976) | 392 | - | (584) | ||
Other income | 89 | 177 | - | 266 | ||
Other expenses | (101) | 101 | - | - | ||
|
|
|
| |||
Total operating expenses | (8,204) | (26,902) | 10,066 | (25,040) | ||
|
|
|
| |||
Gain from acquisition of subsidiary | 5 | (5) | - | - | ||
Net finance income/(costs) | (7,402) | 7,402 | - | - | ||
Share of the profit/(loss) of associates | 1,095 | (1,095) | - | - | ||
Finance income | - | 4 | - | 4 | ||
Finance costs | - | (4) | - | (4) | ||
Loss from operating activities | (14,506) | (20,600) | 10,066 | (25,040) | ||
Income tax benefit | (2,391) | 4,202 | (1,811) | - | ||
|
|
|
| |||
Net loss and total comprehensive loss for the period | (16,897) | (16,398) | 8,255 | (25,040) | ||
|
|
|
| |||
Attributable to: | ||||||
Equity holders of the Parent Company | (14,999) | (18,296) | 8,255 | (25,040) | ||
Minority interests | (1,898) | 1,898 | - | - | ||
|
|
|
| |||
Net loss and total comprehensive loss for the period | (16,897) | (16,398) | 8,255 | (25,040) | ||
|
|
|
| |||
Loss per share | ||||||
Basic loss per share (in USD) | (0.15) | (0.15) | 0.07 | (0.23) | ||
Diluted loss per share (in USD) | (0.15) | (0.15) | 0.07 | (0.23) | ||
5. Financial assets at fair value through profit or loss
The Company has the following financial assets at fair value through profit or loss as follows:
Project | 30 June 2015 | 31 December 2014 | 30 June 2014 (restated) | |
(in thousands of USD) | ||||
Investments at fair value through profit or loss | ||||
Subsidiaries | ||||
Landzone Ltd | Avenue Shopping Centre | 247 | 313 | 399 |
Stenfield Finance Ltd | Riviera Villas | - | - | - |
Mountcrest Ltd | Riviera Villas | - | - | - |
Linkdell Ltd | Financing company | - | - | - |
Glangate Ltd | Rivne and Kremenchuk | - | - | - |
Blueberg Trading Ltd | Green Hills | - | - | - |
Riverscope Ltd | Land Bank | - | - | - |
Landshere Ltd | Land Bank | - | - | - |
Linkrose Ltd | Green Hills | - | - | - |
Startide Ltd | Obolon Residences | - | - | - |
|
|
| ||
247 | 313 | 399 | ||
|
|
| ||
Associate | ||||
Henryland Group Limited | Henryland | 537 | 537 | 3,634 |
|
|
| ||
537 | 537 | 3,634 | ||
Other investments |
|
|
|
|
|
|
|
| |
Arricano Real Estate plc | Arricano | 1,636 | 14,058 | 32,310 |
|
|
| ||
1,636 | 14,058 | 32,310 | ||
|
|
|
| |
Loans receivable at fair value through profit or loss | ||||
Startide Ltd | Obolon Residences | 18,847 | 16,684 | 28,167 |
Riverscope Ltd | Land Bank | 9,005 | 13,142 | 21,974 |
Linkdell Ltd | Financing company* | 10,603 | 11,393 | 13,981 |
Landshere Ltd | Land Bank | 4,838 | 7,157 | 9,785 |
Linkrose Ltd | Green Hills | 4,116 | 5,347 | 8,004 |
Stenfield Finance Ltd | Riviera Villas | 1,968 | 2,554 | 579 |
Glangate Ltd | Rivne and Kremenchuk | 1,371 | 1,969 | 2,344 |
Blueberg Trading Ltd | Green Hills | 833 | 1,110 | 1,671 |
Mountcrest Ltd | Riviera Villas | 803 | 1,039 | 3,522 |
|
|
|
|
|
|
| 52,384 | 60,395 | 90,026 |
|
|
|
|
|
|
| 54,804 | 75,303 | 126,369 |
|
|
|
|
|
* Linkdell LTD provides financing through issued loans on the following projects:
30 June 2015 | 31 December 2014 | 30 June 2014 (restated) | |
(in thousands of USD) | |||
Project | Fair value | Fair value | Fair value |
Sadok Vyshnevyi | 4,426 | 4,354 | 4,936 |
Riviera Villas | 3,065 | 3,798 | 4,302 |
Obolon Residences | 1,938 | 1,701 | 2,583 |
Green Hills | 910 | 1,171 | 1,734 |
Rivne and Kremenchuk | 263 | 369 | 425 |
|
|
| |
10,603 | 11,393 | 13,981 | |
|
|
|
(a) Investment in Arricano Real Estate plc
The Company acquired a shareholding in Arricano Real Estate plc (Arricano) in 2010. In September 2013 the shares of Arricano were admitted to trading on the AIM market of the London Stock Exchange. Since then the Company had been accounting for its shareholding in Arricano at its market price.
However, taking into account that severely deteriorated macroeconomic conditions (see note 1(b)) significantly decreased revenues generated by commercial properties in Ukraine while Arricano's share price remained largely unchanged, and due to the limited volume of Arricano shares traded during 2014 and 2015, management changed the valuation methodology to the adjusted net assets method to estimate the fair value of the investment in Arricano. First time that approach was used to estimate the fair value of the investment in Arricano as at 31 December 2014. Under the new valuation method Arricano's net asset value as at 31 December 2014 (as per Arricano's published financial statements as of and for the year ended 31 December 2014) were adjusted by decreasing their assets value by the same proportion as estimated change of fair value of commercial retail real estate property in Ukraine (Arricano's primary assets) for the six-months period ended 30 June 2015, and multiplied by the Company's share in Arricano's net assets as at 30 June 2015. To assist with the estimation of change in fair value of commercial retail real estate property in Ukraine for the six-month period ended 30 June 2015, the Directors engaged independent appraiser DTZ Kiev B.V. The Directors believe that the carrying value of Arricano adequately reflects the quality of its commercial properties, low vacancy rates and sound rental policies.
As there is no other publicly available information as at the moment these financial statements were approved, the Company's management considers this to be the most appropriate method to estimate the fair value of the Company's investment in Arricano.
(b) Investment in subsidiaries and associates (investees)
(i) Valuation technique and significant unobservable inputs
For the estimation of fair values of the Company's investments management used the adjusted net assets method.
Management performed a detailed review of the investees' assets and liabilities for the purpose of their fair value assessment:
· Assets are mainly represented by real estate properties and prepayments for properties (land). The fair value of these properties and prepayments for properties was assessed by the independent appraiser, DTZ Kiev B.V.
· Liabilities are mainly represented by loans payable due to the Company.
· Other assets and liabilities are short-term by nature and their fair value approximates the carrying amount. Thus, no additional adjustment is required.
The investees' net assets are adjusted for the non-controlling interest based on the ownership percentage.
Notes to the financial statements
Composition of assets and liabilities of the investment projects as at 30 June 2015 are as follows:
Riviera Villas | Green Hills | Obolon Residences | Sadok Vyshnevy | Avenue Shopping Centre | Land bank | Rivne and Kremenchuk | Henryland Group | Total |
| |||||||||||
(in thousands of USD) |
| |||||||||||||||||||
Assets |
| |||||||||||||||||||
Non-current assets |
| |||||||||||||||||||
Investment properties | 5,371 | 5,271 | - | - | - | 5 | 1,658 | - | 12,305 |
| ||||||||||
Prepayments for land | - | - | - | - | - | 13,911 | - | - | 13,911 |
| ||||||||||
Investments in associates | - | - | - | - | 249 | - | - | - | 249 |
| ||||||||||
Property and equipment | 39 | 101 | 7 | - | - | - | - | - | 147 |
| ||||||||||
Deferred tax assets | 775 | 304 | 193 | - | - | - | 205 | - | 1,477 | |||||||||||
Intangible assets | 1 | 1 | - | - | - | - | - | - | 2 |
| ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total non-current assets | 6,186 | 5,677 | 200 | - | 249 | 13,916 | 1,863 | - | 28,091 |
| ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Inventories | 45 | 70 | 34,570 | 2,173 | - | - | - | - | 36,934 |
| ||||||||||
Trade and other receivables | 1,776 | 747 | 13,972 | - | 3 | - | - | 1,497 | 17,995 |
| ||||||||||
VAT recoverable | 137 | 413 | 63 | - | - | - | 1 | 614 |
| |||||||||||
Prepaid income tax | 2 | - | 2 | 24 | 1 | - | - | 29 |
| |||||||||||
Cash and cash equivalents | 78 | 112 | 8 | 205 | 25 | 8 | 5 | - | 441 |
| ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total current assets | 2,038 | 1,342 | 48,691 | 2,402 | 29 | 8 | 6 | 1,497 | 56,013 |
| ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total assets | 8,224 | 7,019 | 48,891 | 2,402 | 278 | 13,924 | 1,869 | 1,497 | 84,104 |
| ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Non-current liabilities |
| |||||||||||||||||||
Long-term loans payable | 23,579 | 31,205 | 38,117 | 17,508 | - | 212,738 | 11,788 | - | 334,935 |
| ||||||||||
Deferred tax liabilities | 738 | 565 | 3,577 | - | - | - | 232 | - | 5,112 |
| ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total non-current liabilities | 24,317 | 31,770 | 41,694 | 17,508 | - | 212,738 | 12,020 | - | 340,047 |
| ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Current liabilities |
| |||||||||||||||||||
Trade and other payables | 1,646 | 595 | 24,455 | (2,023) | 31 | 79 | 3 | 1,497 | 26,283 |
| ||||||||||
Total current liabilities | 1,646 | 595 | 24,455 | (2,023) | 31 | 79 | 3 | 1,497 | 26,283 |
| ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Total liabilities | 25,963 | 32,365 | 66,149 | 15,485 | 31 | 212,817 | 12,023 | 1,497 | 366,330 |
| ||||||||||
_______ | _______ | ________ | ________ | ________ | _______ | ________ | ________ | _______ |
| |||||||||||
Net identifiable assets and liabilities | (17,739) | (25,346) | (17,182) | (13,083) | 247 | (198,893) | (10,154) | - | (282,150) |
| ||||||||||
Ownership | 100% | 100% | 100% | 100% | 18.77% | 90% | 100% | 38% |
| |||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Fair value of investment | - | - | - | - | 247 | - | - | 537 | 784 |
| ||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Nominal amount of loans receivable | 23,579 | 31,205 | 38,117 | 17,508 | - | 212,738 | 11,788 | - | 334,935 |
| ||||||||||
Fair value of loans receivable (note 5) | 5,838 | 5,860 | 20,785 | 4,426 | - | 13,843 | 1,634 | 52,384 |
| |||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
\* The Company holds 18,77% in Hindale Executive Investments Limited (Hindale Ltd) and as a result in LLC Promtek, which is 100% owned by Hindale Ltd, through the Company's 100% subsidiary, Landzone Ltd. LLC Promtek's sole purpose is to develop the Avenue Shopping Centre project.
Composition of assets and liabilities of respective investment projects is as follows as at 31 December 2014:
Riviera Villas | Green Hills | Obolon Residences | Sadok Vyshnevy | Avenue Shopping Centre | Land bank | Rivne and Kremenchuk | Henryland Group Ltd. | Total | |
(in thousands of USD) | |||||||||
Assets | |||||||||
Non-current assets | |||||||||
Investment properties | 6,922 | 7,323 | - | - | 1,840 | 6 | 2,398 | - | 18,489 |
Prepayments for land | - | - | - | - | - | 20,364 | - | - | 20,364 |
Property and equipment | 46 | 104 | 6 | - | - | - | - | - | 156 |
Deferred tax assets | 99 | - | - | - | - | - | 140 | - | 239 |
Intangible assets | 1 | 1 | 1 | - | - | - | - | - | 3 |
|
|
|
|
|
|
|
|
| |
Total non-current assets | 7,068 | 7,428 | 7 | - | 1,840 | 20,370 | 2,538 | - | 39,251 |
|
|
|
|
|
|
|
|
| |
Current assets | |||||||||
Inventories | 39 | 65 | 30,117 | 2,899 | - | - | - | - | 33,120 |
Trade and other receivables | 1,634 | 264 | 5,352 | 1,541 | 4 | - | - | 8,202 | 16,997 |
VAT recoverable | 180 | 422 | 7 | - | - | - | 2 | - | 611 |
Prepaid income tax | 3 | - | 2 | 26 | 1 | - | - | - | 32 |
Cash and cash equivalents | 116 | 164 | 1,515 | 2 | 25 | 11 | 13 | 1,365 | 3,211 |
|
|
|
|
|
|
|
|
| |
Total current assets | 1,972 | 915 | 36,993 | 4,468 | 30 | 11 | 15 | 9,567 | 53,971 |
|
|
|
|
|
|
|
|
| |
Total assets | 9,040 | 8,343 | 37,000 | 4,468 | 1,870 | 20,381 | 2,553 | 9,567 | 93,222 |
|
|
|
|
|
|
|
|
| |
Non-current liabilities | |||||||||
Deferred tax liabilities | - | 407 | 2,987 | - | 197 | 213 | - | - | 3,804 |
Long-term loans payable | 23,353 | 30,510 | 37,081 | 17,432 | - | 207,008 | 11,511 | - | 326,895 |
|
|
|
|
|
|
|
|
| |
Total non-current liabilities | 23,353 | 30,917 | 40,068 | 17,432 | 197 | 207,221 | 11,511 | - | 330,699 |
|
|
|
|
|
|
|
|
| |
Current liabilities | |||||||||
Trade and other payables | 1,647 | 308 | 15,628 | 114 | 3 | 82 | 4 | 8,153 | 25,939 |
|
|
|
|
|
|
|
|
| |
Total current liabilities | 1,647 | 308 | 15,628 | 114 | 3 | 82 | 4 | 8,153 | 25,939 |
|
|
|
|
|
|
|
|
| |
Total liabilities | 25,000 | 31,225 | 55,696 | 17,546 | 200 | 207,303 | 11,515 | 8,153 | 356,638 |
|
|
|
|
|
|
|
|
| |
Net identifiable assets and liabilities | (15,960) | (22,882) | (18,696) | (13,078) | 1,670 | (186,922) | (8,962) | 1,414 | (263,416) |
Ownership | 100% | 100% | 100% | 100% | 18,77%* | 90% | 100% | 38% | |
|
|
|
|
|
|
|
|
| |
Fair value of investment | - | - | - | - | 313 | - | - | 537 | 850 |
|
|
|
|
|
|
|
|
| |
Nominal amount of loans receivable | 23,353 | 30,510 | 37,081 | 17,432 | - | 207,008 | 11,511 | - | 326,895 |
Fair value of loans receivable (note 5) | 7,393 | 7,628 | 18,385 | 4,354 | - | 20,086 | 2,549 | - | 60,395 |
|
|
|
|
|
|
|
|
|
* The Company holds 18,77% in Hindale Executive Investments Limited (Hindale Ltd) and as a result in LLC Promtek, which is 100% owned by Hindale Ltd, through the Company's 100% subsidiary, Landzone Ltd. LLC Promtek's sole purpose is to develop the Avenue Shopping Centre project.
Composition of assets and liabilities of respective investment projects is as follows as at 30 June 2014:
Riviera Villas | Green Hills | Obolon Residences | Sadok Vyshnevy | Avenue Shopping Centre | Land bank | Rivne and Kremenchuk | Henryland Group Ltd. | Total | |
(in thousands of USD) | |||||||||
Assets | |||||||||
Non-current assets | |||||||||
Investment properties | 9,648 | 11,882 | - | - | - | 8 | 3,219 | - | 24,758 |
Prepayments for land | - | - | - | - | - | 31,830 | - | - | 31,830 |
Property and equipment | - | - | - | - | 405 | - | - | - | 405 |
Deferred tax assets | 82 | 242 | 6 | - | - | - | - | - | 330 |
Intangible assets | - | - | - | - | - | - | - | - | - |
|
|
|
|
|
|
|
|
| |
Total non-current assets | 9,732 | 12,125 | 8 | - | 405 | 31,838 | 3,219 | - | 57,328 |
|
|
|
|
|
|
|
|
| |
Current assets | |||||||||
Inventories | 39 | 160 | 38,775 | 3,925 | - | - | - | 42,899 | |
Trade and other receivables | 1,223 | 463 | 1,517 | - | 4 | - | 1 | 9,495 | 12,702 |
VAT recoverable | 187 | 534 | 1,296 | - | - | - | 2 | 2,019 | |
Prepaid income tax | 3 | 0 | 3 | 29 | 1 | - | 0 | 36 | |
Cash and cash equivalents | 161 | 114 | 1,066 | 6 | 29 | 8 | 18 | 67 | 1,469 |
Total current assets | 1,614 | 1,271 | 42,657 | 3,960 | 34 | 8 | 20 | 9,562 | 59,126 |
|
|
|
|
|
|
|
|
| |
Total assets | 11,346 | 13,396 | 42,665 | 3,960 | 439 | 31,846 | 3,239 | 9,562 | 116,454 |
|
|
|
|
|
|
|
|
| |
Non-current liabilities | |||||||||
Deferred tax liabilities | 1,310 | 1,476 | 3,625 | - | - | - | 464 | - | 6,875 |
Long-term loans payable | 22,678 | 29,704 | 35,712 | 17,561 | - | 201,174 | 11,218 | - | 318,047 |
|
|
|
|
|
|
|
|
| |
Total non-current liabilities | 23,988 | 31,180 | 39,337 | 17,561 | - | 201,174 | 11,682 | - | 324,922 |
|
|
|
|
|
|
|
|
| |
Current liabilities | |||||||||
Trade and other payables | 1,632 | 512 | 8,265 | (976) | 40 | 83 | 7 | - | 9,562 |
Total current liabilities | 1,632 | 512 | 8,265 | (976) | 40 | 83 | 7 | - | 9,562 |
|
|
|
|
|
|
|
|
| |
Total liabilities | 25,620 | 31,692 | 47,602 | 16,585 | 40 | 201,257 | 11,689 | - | 334,484 |
Net identifiable assets and liabilities | (14,274) | (18,296) | (4,937) | (12,625) | 399 | (169,411) | (8,450) | 9,562 | (218,030) |
Ownership | 100% | 100% | 100% | 100% | 18,77%* | 90% | 100% | 38% | |
|
|
|
|
|
|
|
|
| |
Fair value of investment | - | - | - | - | 399 | - | - | 3,634 | 4,033 |
|
|
|
|
|
|
|
|
| |
Nominal amount of loans receivable | 22,678 | 29,704 | 35,712 | 17,561 | - | 201,174 | 11,218 | - | 318,047 |
Fair value of loans receivable (note 5) | 8,403 | 11,409 | 30,750 | 4,936 | - | 31,761 | 2,767 | - | 90,026 |
|
|
|
|
|
|
|
|
|
\* The Company holds 18,77% in Hindale Executive Investments Limited (Hindale Ltd) and as a result in LLC Promtek, which is 100% owned by Hindale Ltd, through the Company's 100% subsidiary, Landzone Ltd. LLC Promtek's sole purpose is to develop the Avenue Shopping Centre project.
To assist with the estimation of fair value of investment properties, prepayments for land and inventories (together "the real estate projects") as at 30 June 2015 and 31 December 2014, the Directors engaged independent appraiser DTZ Kiev B.V., having a recognised professional qualification and recent experience in the location and categories of the projects being valued.
The fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The valuation is prepared in accordance with practice standards contained in the Appraisal and Valuation Standards published by the Royal Institution of Chartered Surveyors (RICS) or in accordance with International Valuation Standards published by the International Valuations Standards Council.
The fair value measurement, developed for determination of fair value of the properties, is categorised within Level 3 of the fair value hierarchy, due to the significance of unobservable inputs to the measurement.
Investment properties
As at 30 June 2015 and 31 December 2014 investment property was represented by cottage Green Hills and Riviera Villas, and Rivne and Kremenchuk Retail Centres projects.
In the absence of current prices in an active market, the valuations are prepared under the income approach by converting estimated future cash flows to a single current capital value.
Land parcels are valued based on market prices for similar properties.
The estimation of fair value was made using a net present value calculation based on certain assumptions, which represent key unobservable inputs, the most important of which as at 30 June 2015 are as follows:
· monthly rental rates - which were based on current rental rates ranging from USD 3.8 to USD 26.6 per sq. m.
· development costs based on current construction prices
· average present value land sales price ranging from USD 45 to USD 104 per sq.m.
· discount rate ranging from 23% to 24.5%
· sales period - from 1 to 7 years
· all relevant licenses and permits, to the extent not yet received, will be obtained, in accordance with the timetables as set out in the investment project plans.
· all relevant licenses and permits, to the extent not yet received, will be obtained, in accordance with the timetables as set out in the investment project plans.
As at 31 December 2014 the respective assumptions, which represent key unobservable inputs for determination of fair value, were as follows:
· monthly rental rates - which were based on current rental rates ranging from USD 4 to USD 38.7 per sq. m.
· development costs based on current construction prices
· average present value land sales price ranging from USD 66 to USD 156 per sq.m.
· discount rate - 20%
· sales period - from 1 to 7 years
· all relevant licenses and permits, to the extent not yet received, will be obtained, in accordance with the timetables as set out in the investment project plans.
Prepayments for land
Land plots for the land bank project with a total area of 483 ha are currently registered for agricultural use, and the rezoning process to change the purpose of the land plots to construction use was in progress as at 30 June 2015 and 31 December 2014. Land plots with a total area of 19.9 ha had been rezoned for construction use by the end of 2012. The fair value of the land bank was determined using agricultural and residential property comparatives according to actual land plot zoning and discounting for the time period likely to be required to sell the land plots.
The estimation of fair value of the underlying assets (the land plots) was made based on certain assumptions, which represent key unobservable inputs, the most important of which as at 30 June 2015 are as follows:
· average present value market prices ranging from USD 65 thousand to USD 215 thousand per ha
· discount rates ranging from 21.5% to 22.5%
· sales period - from 1 to 7 years
As at 31 December 2014 the respective assumptions were as follows:
· average present value market prices ranging from USD 80 thousand to USD 280 thousand per ha
· discount rates ranging from 17% to 18%
· sales period - from 1 to 7 years
Inventory
As at 30 June 2015 and 31 December 2014 inventory was represented by the gated community Sadok Vyshnevyi (22 newly constructed flats in townhouses and relevant land plots) and the Obolon project (residential complex in Kyiv under construction).
The estimation of fair value was made using a net present value calculation based on certain assumptions, which represent key unobservable inputs, the most important of which as at 30 June 2015 are as follows:
· average market prices ranging from USD 921 to USD 2,365 per sq m
· discount rates ranging from 20% to 26.5%
· sales period - from 2 to 3 years
As at 31 December 2014 the respective assumptions were as follows:
· average market prices ranging from USD 837 to USD 2,662 per sq m
· discount rates ranging from 15.5% to 22%
· sales period - from 2 to 5 years
Other assets and liabilities
Liabilities are mainly represented by the loans payable to the Company.
The financial instruments not measured at fair value comprise other accounts receivable, cash and cash equivalents, other accounts payable. The carrying amount of such instruments approximates their fair value due to their short-term nature (except for loans payable).
Non-financial assets and liabilities comprise of property and equipment, deferred tax assets, intangible assets, VAT recoverable, prepaid income tax and deferred tax liabilities with a total value of USD 2,843 thousand and USD 2,763 thousand as at 30 June 2015 and 31 December 2014 , respectively. Carrying amounts of the abovementioned assets and liabilities were used in the adjusted net assets value calculation as management believes that their fair value approximates their carrying value and does not have a material impact on the fair value of investments.
(b) Loans receivable at fair value through profit or loss
The loans are denominated in USD, unsecured, interest free or interest bearing (up to 11%) and represent an alternative to the equity way of financing investments.
Loans receivable are designated at fair value through profit or loss in accordance with IAS 39 Financial Instruments: Recognition and Measurement and measured at fair value in accordance with IFRS 13 Fair value measurement as the present value of the expected future cash flows, discounted using a market-related rate (see notes 3(a) and 3(d)). Expected future cash flows are represented by cash flows generated from the underlying assets for the loans (the real estate projects). Therefore, sensitivity of the real estate projects fair value (see note 5(a)) to different assumptions also approximates sensitivity of loans receivable fair value to the same assumptions.
6. Other accounts receivable
Other accounts receivable are as follows:
30 June 2015 | 31 December 2014 | 30 June 2014 (restated) | |
(in thousands of USD) | |||
Receivable due from Henryland Group Limited | - | 3,098 | - |
Other receivables | 4,045 | 5,317 | 383 |
Prepayments made | 46 | 20 | 20 |
|
|
| |
Total | 4,091 | 8,435 | 403 |
|
|
|
Receivable due from Henryland Group Limited is represented by the Company's portion of distributed share capital based on decision of shareholders of Henryland Group Limited from 25 December 2014.
As at 30 June 2015 other receivables are mainly represented by receivable from Cheriton Overseas Ltd amounting to USD 3,750 thousand (relating to the Obolon Residences project) (as at 31 December 2014: USD 5,000). On 16 December 2014 the Company entered into Framework agreement with Cheriton Overseas Ltd, a British Virgin Island entity. In accordance with the Framework agreement, the Company sold and Cheriton Overseas Ltd acquired the right to finance construction and sell constructed immovable property comprising the Second Stage of Obolon Residences project for the consideration of USD 5,000 thousand. The Parties agreed that Cheriton Overseas Ltd shall pay consideration in four instalments amounting to USD 1,250 thousand each at the end of each quarter in 2015. Additionally, Cheriton Overseas Ltd shall compensate to the Company a part of operating expenses in connection with Obolon Residences project, if any.
7. Cash and cash equivalents
Cash and cash equivalents are as follows:
30 June 2015 | 31 December 2014 | 30 June 2014 (restated) | |
(in thousands of USD) | |||
Bank balances | 12,975 | 11,549 | 8,895 |
Call deposits | - | 5,000 | 10,006 |
|
|
| |
Total | 12,975 | 16,549 | 18,901 |
|
|
|
The following table represents an analysis of cash and cash equivalents based on Fitch ratings:
30 June 2015 | 31 December 2014 | 30 June 2014 (restated) | |
(in thousands of USD) | |||
Bank balances | |||
AA- | 351 | 351 | 351 |
A+ | - | 4,563 | 4,563 |
A | 4,562 | 149 | 3,980 |
A- | - | 6,486 | - |
BBB+ | 8,062 | - | - |
|
|
| |
12,975 | 11,549 | 8,895 | |
|
|
| |
Call deposits | |||
A | - | - | 10,006 |
A- | - | 5,000 | - |
|
|
| |
- | 5,000 | 10,006 | |
|
|
| |
Total | 12,975 | 16,549 | 18,901 |
|
|
|
8. Equity
Movements in share capital and share premium are as follows:
Ordinary shares | Amount | |
Number of shares | Thousand of USD | |
Issued as at 31 December 2007, fully paid | 140,630,300 | 2,813 |
Issued during 2008 | 1,698,416 | 34 |
Own shares repurchased and cancelled during 2008 | (8,943,000) | (179) |
|
| |
Outstanding as at 31 December 2008, fully paid | 133,385,716 | 2,668 |
Own shares repurchased and cancelled during 2009 | (15,669,201) | (314) |
|
| |
Outstanding as at 31 December 2009, fully paid | 117,716,515 | 2,354 |
|
| |
Outstanding as at 31 December 2010, fully paid | 117,716,515 | 2,354 |
|
| |
Own shares repurchased and cancelled during 2011 | (8,355,000) | (167) |
|
| |
Outstanding as at 31 December 2011, fully paid | 109,361,515 | 2,187 |
|
| |
Outstanding as at 31 December 2012, fully paid | 109,361,515 | 2,187 |
|
| |
Outstanding as at 31 December 2013, fully paid | 109,361,515 | 2,187 |
|
| |
Outstanding as at 31 December 2014, fully paid | 109,361,515 | 2,187 |
|
| |
Outstanding as at 30 June 2015, fully paid | 109,361,515 | 2,187 |
|
|
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. The par value per ordinary share is USD 0.02. All issued shares are authorised and fully paid. Total authorised shares are 300,000,000.
As part of an initial public offering on 1 June 2007 104,000,000 ordinary shares were sold to certain institutional investors at a price of USD 2.00 per ordinary share, raising gross proceeds of USD 208,000 thousand. In addition 36,630,100 ordinary shares were sold on 29 November 2007 at a price of USD 2.73 per ordinary share, raising gross proceeds of USD 100,000 thousand. The difference between the net proceeds per share and par value was recognised as share premium.
During 2008 the Company issued 1,698,416 new ordinary shares at a price of USD 2.60 per ordinary share to settle 70 % of the investment manager's performance fee for 2007 in the amount of USD 4,432 thousand.
Following the extraordinary general meetings of members of the Company on 31 July 2008 and 1 December 2008, 11,948,000 of its own shares were authorised for repurchase by the Company and were cancelled. The purchase price of the repurchased shares ranged from USD 0.50 to USD 1.47 per share. The difference between the total price paid and par value was recognised as a share premium decrease.
Following the extraordinary general meeting of members of the Company on 29 May 2009, 12,664,201 of its own shares were authorised for repurchase by the Company and were cancelled. The purchase price of the repurchased shares ranged from USD 0.53 to USD 0.68 per share. The difference between the total price paid and par value was recognised as share premium decrease.
Following the extraordinary general meetings of members of the Company on 9 November 2011 and 12 December 2011, 8,355,000 of its own shares were repurchased by the Company and were cancelled. The purchase price of the repurchased shares ranged from USD 0.48 to USD 0.63 per share. The difference between the total price paid and par value was recognised as share premium decrease.
Dividends
On 24 December 2014 following the adoption of the new investing policy in early 2014 and an assessment of the Company's working capital requirements, the Board of Directors decided to declare a dividend of USD 0.055 per Ordinary Share, which was in accordance with its investing policy of distributing surplus funds to the Company's shareholders. During the 6 months ended 30 June 2015 the dividends in the amount of USD 6,014 thousand was fully paid.
9. Other accounts payable
Other accounts payable are as follows:
30 June 2015 | 31 December 2014 | 30 June 2014 (restated) | |
(in thousands of USD) | |||
Dividends payable (note 9) | - | 6,014 | - |
Management fees | 1,050 | 1,250 | 1,250 |
Other payables and accrued expenses | 108 | 426 | 161 |
Performance fees | - | 211 | - |
Advances received | 30 | 31 | 757 |
|
|
| |
Total other accounts payable | 1,188 | 7,932 | 2,169 |
|
|
|
10. Management and performance fees
Management and performance fees for the 6 months ended 30 June are as follows:
6 months ended 30 June 2015 | 6 months ended 30 June 2014 | |
(in thousands of USD) | ||
Management fee | 1,050 | 1,250 |
|
| |
Total | 1,050 | 1,250 |
|
|
Unpaid management fees as at 30 June 2015 amounted to USD 1,050 thousand (31 December 2014: USD 1,250 thousand).
Initial Management Agreement
The Company entered into a management agreement dated 16 May 2007 (the Management Agreement) with Dragon Capital Partners Ltd (the Manager) pursuant to which the latter has agreed to provide advisory, management and monitoring services to the Company. The Company may terminate the manager's appointment on at least 6 months written notice expiring on or after the fifth anniversary of admission to AIM, or without written notice subject to certain criteria.
In consideration for its services thereunder, the Manager was entitled to be paid an annual management fee of 1.5% of the gross asset value of the Company at the end of the relevant accounting period or part thereof plus value added tax or similar taxes which may be applicable. In addition, the Manager was entitled to performance fees based on the net asset value (NAV) growth.
Second Revised Management Agreement
On 23 April 2010 the Board approved changes to the Management Agreement between the Manager and the Company effective as at 31 December 2009 (Second Revised Management Agreement). The performance fee was divided into two parts. One is based on NAV growth, and the second on share price growth. Therefore, prior to the Second Revised Management Agreement the Manager was entitled to an annual performance fee of 20% of the amount of such increase in NAV growth in excess of 10%, and under the Second Revised Management Agreement the Manager is entitled to 10% of the amount of such increase in NAV growth in excess of 10%. The other performance fee of 10% is calculated based on the amount by which the final share price growth exceeds 10% from the base share price set at GBP1.085 per share.
Since 1 December 2011 the Second Revised Management Agreement was subject to termination with six months' notice by either party.
Third Management Agreement
On 17 February 2014 an Extraordinary General Meeting of the shareholders approved a revision of the Management Agreement (Third Management Agreement) and accordingly the Company entered into a new management agreement with DCM Limited (the company which replaced Dragon Capital Partners Limited as the Manager).
The Directors (excluding Tomas Fiala who is a related party as explained in detail in the note 24) believe that the proposed changes incorporated into the Third Management Agreement will incentivise the Manager to:
· dispose promptly of the Company's properties; and
· achieve the best possible sales value for each property in order to maximise the cash returns to shareholders that would result in the Manager maximising the proposed performance fee payable under the Third Management Agreement.
The Third Management Agreement fees and term of the management agreement are summarised below.
Management fee
The management fee under the Third Management Agreement changes from a fee of 1.5 per cent. of Gross Asset Value to a fixed amount as follows:
· 1 January 2013 - 30 June 2013: USD 1.25 million
· 1 July 2013 - 31 December 2013: USD 1.25 million
· 1 January 2014 - 31 December 2014: USD 2.5 million
· 1 January 2015 - 31 December 2015: USD 2.1 million
· 1 January 2016 - 31 December 2016: USD 1.7 million
· 1 January 2017 - 31 December 2017: USD 1.5 million
· 1 January 2018 - 31 December 2018: USD 1.4 million
The management fee under the Third Management Agreement is payable in cash, semi-annually in July and January of each year, within 10 business days after the end of the relevant period.
Performance fee
The performance fee under the Third Management Agreement changed from one which is calculated in two parts, being an increase in NAV and also an increase in share price performance, to the following, based on distributions to shareholders:
· in relation to distributions up to threshold 1, a fee of 3.5 percent of such distributions;
· in relation to distributions from threshold 1 to threshold 2, a fee of 7 percent of such distributions and
· in relation to distributions in excess of threshold 2, a fee of 10 percent of such distributions.
Thresholds 1 and 2 are equal to USD 50 million and USD 75 million respectively, such amounts to increase by a minimum amount of any future increase in the Company's share capital and accrete by 6 per cent per annum starting 1 January 2016 and 1 January 2017 (or such extended dates as the Company and the Manager may agree in the event of any future increase in the Company's share capital), respectively, calculated on a daily basis. The accretion of threshold 1 will cease when threshold 2 is achieved.
The performance fee under the Third Management Agreement is payable in cash (or in the case of a distribution that is a distribution in specie, payable by the transfer to the Manager of the appropriate proportion of the financial instrument that is the subject of the distribution), simultaneously with the distributions to which they relate.
The Third Management Agreement expires on 31 December 2016, with two automatic extensions of twelve months each, as follows:
· if by 31 December 2016, distributions of at least USD 42.4 million have been made (being 80 per cent. of USD 50 million multiplied by 1.06), the Third Management Agreement shall continue until 31 December 2017 at which point (and subject to the bullet point below), the appointment of the Manager shall expire automatically; and
· if by 31 December 2017, distributions of at least USD 63.6 million have been made (being 80 per cent. of USD 75 million multiplied by 1.06), the Third Management Agreement shall continue until 31 December 2018 at which point, the appointment of the Manager shall expire automatically.
The amounts referred to above increase by a minimum amount of any future increase in the Company's share capital, in which event the dates could also be extended with agreement of each of the Company and the Manager.
The total management fee for the 6 months ended 30 June 2015 is USD 1,050 thousand (6 months ended 30 June 2014: USD 1,250 thousand). The total performance fee for the 6 months ended 30 June 2015 is nil. (6 months ended 30 June 2014: nil).
11. Net loss from financial assets at fair value through profit or loss
Net loss from financial assets at fair value through profit or loss for the 6 months ended 30 June is as follows:
6 months ended 30 June 2015 | 6 months ended 30 June 2014 (restated) | |
(in thousands of USD) | ||
Interest income | 8,022 | 8,303 |
Share capital distribution from Henryland Group Ltd (note 6) | - | 1,158 |
Loss on investments at fair value through profit or loss | (12,491) | (756) |
Loss from loans receivable at fair value through profit or loss* | (16,150) | (32,176) |
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| |
Net loss from financial assets at fair value through profit or loss | (20,619) | (23,471) |
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|
12. Administrative expenses
Administrative expenses for the 6 months ended 30 June are as follows:
6 months ended 30 June 2015 | 6 months ended 30 June 2014 | |
(in thousands of USD) | ||
Professional services | 158 | 257 |
Advertising | 37 | 174 |
Directors' fees | 44 | 115 |
Audit fees | 18 | 23 |
Bank charges | 4 | 5 |
Insurance | 5 | 7 |
Travel expenses | - | 2 |
Other | 1 | 1 |
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| |
Total administrative expenses | 267 | 584 |
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1.
13. Contingencies
(a) Litigation
The Company is involved in various legal proceedings in the ordinary course of business.
On 8 July 2013, in connection with a series of lawsuits and arbitration hearings, the Company, RRE and Arricano signed a settlement deed according to which RRE paid the Company USD 1,200 thousand and paid USD 1,100 thousand to an escrow agent which was to be released to the Company on the successful completion of Arricano's IPO. On 13 September 2013 USD 1,100 thousand was received by the Company.
(b) Taxation contingencies
The Company is not subject to any tax charges within Isle of Man jurisdiction, however the Company's investees perform most of their operations in Ukraine and are therefore within the jurisdiction of the Ukrainian tax authorities. The Ukrainian tax system can be characterised by numerous taxes and frequently changing legislation which may be applied retrospectively, open to wide interpretation and in some cases conflict with other legislative requirements. Instances of inconsistent opinions between local, regional, and national tax authorities and the Ministry of Finance are not unusual. Tax declarations are subject to review and investigation by a number of authorities that are empowered by law to impose severe fines, penalties and interest charges. A tax year remains open for review by the tax authorities during the three subsequent calendar years, however under certain circumstances a tax year may remain open longer. These facts create tax risks substantially more significant than typically found in countries with more developed systems.
The Directors believe that the Company has adequately assessed tax liabilities based on its interpretation of tax legislation, official pronouncements and court decisions for the purpose of assessment of the Company's assets fair value. However, the interpretations of the relevant authorities could differ and the effect on the financial statements, if the authorities were successful in enforcing their interpretations, could be significant. No provisions for potential tax assessments have been made in these financial statements.
(c) Insurance
The Company and its investees do not have full coverage for the property, business interruption, or third party liability in respect of property or environmental damage arising from accidents on property or relating to the operations of the Company and its investees. Until the Company and its investees obtain adequate insurance coverage, there is a risk that the loss or destruction of certain assets could have a material adverse effect on the Company's operations and financial position.
14. Earnings per share
Basic earnings per share
The calculation of basic earnings per share for the financial statements is based upon the net loss for the 6 months ended 30 June 2015 attributable to the ordinary shareholders of the Company of USD 21,673 thousand (6 months ended 30 June 2014: USD 25,040 thousand) and the weighted average number of ordinary shares outstanding, calculated as follows:
6 months ended 30 June 2015 | 6 months ended 30 June 2014 | |
(number of shares weighted during the period outstanding) | ||
Shares issued on incorporation on 23 February 2007 | 2 | 2 |
Sub-division of GBP 1 shares into GBP 0.01 shares on 16 May 2007 | 198 | 198 |
Shares issued on 1 June 2007 | 104,000,000 | 104,000,000 |
Shares issued on 29 November 2007 | 36,630,100 | 36,630,100 |
Shares issued on 24 April 2008 | 1,698,416 | 1,698,416 |
Own shares buyback in 2008 | (8,943,000) | (8,943,000) |
Own shares buyback in 2009 | (15,669,201) | (15,669,201) |
Own shares buyback in 2011 | (8,355,000) | (8,355,000) |
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| |
Weighted average number of shares for the period | 109,361,515 | 109,361,515 |
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|
Dilluted earnings per share
As at 30 June 2015 and 31 December 2014 there were no options or warrants in issue. Therefore, there was no dilution on the Company's basic earnings per share.
15. Fair values and financial risk management
(a) Accounting classifications and fair values
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value. Management believes that fair value of cash and cash equivalents, other accounts receivable and other accounts payable approximates their carrying amount.
Carrying amount | Fair value | ||||||||
Note | Designated at fair value | Loans and receivables | Other financial liabilities |
Total | Level 1 | Level 2 |
Level 3 |
Total | |
(in thousands of USD) | |||||||||
30 June 2015 | |||||||||
Financial assets measured at fair value | |||||||||
Financial assets at fair value through profit or loss | 5 | 54,804 | - | - | 54,804 | - | - | 54,804 | 54,804 |
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54,804 | - | - | 54,804 | - | - | 54,804 | 54,804 | ||
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Financial assets not measured at fair value | |||||||||
Cash and cash equivalents | 7 | - | 12,975 | - | 12,975 |
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|
|
Other accounts receivable | 6 | - | 4,091 | - | 4,091 |
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|
|
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| ||||||
17,066 | - | 17,066 |
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| |||
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| |||||
Financial liabilities not measured at fair value |
|
|
|
| |||||
Other accounts payable | 9 | - | - | 1,188 | 1,188 |
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|
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|
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| ||||||
- | - | 1,188 | 1,188 |
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| ||
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Carrying amount | Fair value | ||||||||
Note | Designated at fair value | Loans and receivables | Other financial liabilities |
Total | Level 1 | Level 2 |
Level 3 |
Total | |
(in thousands of USD) | |||||||||
31 December 2014 | |||||||||
Financial assets measured at fair value | |||||||||
Financial assets at fair value through profit or loss | 5 | 75,303 | - | - | 75,303 | - | - | 75,303 | 75,303 |
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| ||
75,303 | - | 75,303 | - | - | 75,303 | 75,303 | |||
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Financial assets not measured at fair value | |||||||||
Cash and cash equivalents | 7 | - | 16,549 | - | 16,549 |
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Other accounts receivable | 6 | - | 8,435 | - | 8,435 |
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| ||||||
24,984 | - | 24,984 |
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| |||
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| |||||
Financial liabilities not measured at fair value |
|
|
|
| |||||
Other accounts payable | 9 | - | - | 7,932 | 7,932 |
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|
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|
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| ||||||
- | - | 7,932 | 7,932 |
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| ||
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Carrying amount | Fair value | ||||||||
Note | Designated at fair value | Loans and receivables | Other financial liabilities |
Total | Level 1 | Level 2 |
Level 3 |
Total | |
(in thousands of USD) | |||||||||
30 June 2014 | |||||||||
Financial assets measured at fair value | |||||||||
Financial assets at fair value through profit or loss | 5 | 126,369 | - | - | 126,369 | 32,310 | - | 94,059 | 126,369 |
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| ||
126,369 | - | - | 126,369 | 32,310 | - | 94,059 | 126,369 | ||
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Financial assets not measured at fair value | |||||||||
Cash and cash equivalents | 7 | - | 18,901 | - | 18,901 |
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Other accounts receivable | 6 | - | 403 | - | 403 |
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|
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|
|
|
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| ||||||
19,304 | - | 19,304 |
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| |||
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| |||||
Financial liabilities not measured at fair value |
|
|
|
| |||||
Other accounts payable | 9 | - | - | 2,169 | 2,169 |
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|
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| ||||||
- | - | 2,169 | 2,169 |
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| ||
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(b) Measurement of fair values
(i) Valuation techniques and significant unobservable inputs
The valuation techniques used in measuring Level 1 and Level 3 fair values, as well as the significant unobservable inputs used for Level 3 fair values, are disclosed in the following relevant notes:
• Note 5 - Financial assets at fair value through profit and loss
Reconciliation of Level 3 fair values
The following table shows reconciliation from the opening balances to the closing balances for Level 3 fair values.
Note | Financial assets at fair value through profit or loss | |
(in thousands of USD) | ||
Balance at 1 January 2014 | 115,056 | |
Loss included in profit or loss | ||
Interest income | 11 | 8,303 |
Gain/(Loss) on investments at fair value through profit or loss | 11 | 1,048 |
Loss from loans receivable at fair value through profit or loss | 11 | (32,176) |
Loans granted/(repaid) | 11 | 1,828 |
| ||
Balance at 30 June 2014 | 94,059
| |
| ||
Balance at 1 January 2015 | 75,303 | |
Loss included in profit or loss | ||
Interest income | 8,022 | |
Loss on investments at fair value through profit or loss | 11 | (12,491) |
Loss from loans receivable at fair value through profit or loss | 11 | (16,150) |
Loans granted/(repaid)1 | 120 | |
| ||
Balance at 30 June 2015 | 54,804
|
(c) Financial risk management
Exposure to credit, interest rate and currency risk arises in the normal course of the Company's business. The Company does not hedge its exposure to such risks. As stated in note 1(b) to these financial statements the political and economic situation has deteriorated significantly. Further deterioration could negatively impact the results and financial position in a manner not currently determinable.
(i) Risk management policy
The Board has assessed major risks and grouped them in a register of significant risks. This register is reviewed by the Board at least twice per year or more often if there are circumstances requiring such a review.
(ii) Credit risk
Loans receivable
The Company issues loans to its subsidiaries. The carrying amount of such loans totalled USD 52,384 thousand as at 30 June 2015 (31 December 2014: USD 60,395 thousand). All these loans are unsecured and stated at fair value in these financial statements. Recoverability of these loans receivable depends on timely realisation of the real estate projects (see note 5). As at 30 June 2015, USD 38,455 thousand or 73% of the total loans receivable are due from three counterparties, which further invest in the Obolon Residences and Land Bank projects (31 December 2014: USD 36,983 thousand or 61%)
Other accounts receivable
The Company's exposure to credit risk is influenced mainly by the individual characteristics of each counterparty. As at 30 June 2015, USD 3,750 thousand or 92% of total other accounts receivable are due from one counterparty (31 December 2014: USD 8,098 thousand or 96% are due from two counterparties ).
The exposure to credit risk is approved and monitored on an ongoing basis individually for all significant counterparties.
The Company does not require collateral in respect of other accounts receivable.
The Company establishes an allowance for impairment that represents its estimate of incurred losses in respect of other accounts receivable. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component established for groups of similar assets in respect of losses that have been incurred but not yet identified. The collective loss allowance is determined based on historical data of payment statistics for similar financial assets. As at the balance sheet date the Company had no such collective impairment provision.
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk is as follows:
| |||
30 June 2015 | 31 December 2014 | 30 June 2014 (restated) | |
(in thousands of USD) | |||
Loans receivable | 52,384 | 60,395 | 90,026 |
Cash and cash equivalents | 12,975 | 16,549 | 18,901 |
Other accounts receivable | 4,091 | 8,435 | 403 |
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69,450 | 85,379 | 109,330 | |
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(iii) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
The following are the contractual maturities of financial liabilities as at 30 June 2015:
Contractual cash flows | |||||
Carrying amount | Total | Within one year | 2-5 years | More than 5 years | |
(in thousands of USD) | |||||
Other accounts payable | 1,188 | 1,188 | 1,188 | - | - |
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| 1,188 | 1,188 | 1,188 | - | - |
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The following are the contractual maturities of financial liabilities as of 31 December 2014:
Contractual cash flows | |||||
Carrying amount | Total | Within one year | 2-5 years | More than 5 years | |
(in thousands of USD) | |||||
Other accounts payable | 7,932 | 7,932 | 7,932 | - | - |
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7,932 | 7,932 | 7,932 | - | - | |
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|
The following are the contractual maturities of financial liabilities as of 30 June 2014:
Contractual cash flows | |||||
Carrying amount | Total | Within one year | 2-5 years | More than 5 years | |
(in thousands of USD) | |||||
Other accounts payable | 2,169 | 2,169 | 2,169 | - | - |
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|
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|
| |
2,169 | 2,169 | 2,169 | - | - | |
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(iv) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
Interest rate risk
Changes in interest rates impact primarily loans receivable and cash and cash equivalents by changing either their fair value (fixed rate deposits) or their future cash flows (variable rate deposits). The Directors do not have a formal policy of determining how much of the Company's exposure should be to fixed or variable rates. However, at the time of placing new deposits the Directors use their judgment to decide whether they believe that a fixed or variable rate would be more favourable over the expected period until maturity.
As at 30 June 2015 and 31 December 2014 all financial assets and liabilities had fixed interest rates. The Company has classified some of the fixed rate financial assets as fair value through profit or loss. The fair value of these assets as at 30 June 2015 was USD 52,384 and 31 December 2014 was USD 60,395 thousand, respectively.
Financial assets are mainly represented by loans receivable at fair value with fixed interest rates, which are sensitive to the changes in the discount rate (see note 5(b)).
Foreign currency risk
The majority of the Company's income, expenses, assets and liabilities are denominated in US dollars. However, the underlying cash flows of the Company's investees are denominated in Ukrainian hryvnias. Weakening of the Ukrainian hryvnia would have resulted in decrease in fair value of loans receivable. Management believes that it is impracticable to quantify the effect of the above risk.
(d) Capital management
The Company has no formal policy for capital management but the Directors seek to maintain a sufficient capital base for meeting the Company's operational and strategic needs, and to maintain confidence of market participants. This is achieved by efficient cash management and constant monitoring of investment projects.
From time to time the Company purchases its own shares on the market; the timing of these purchases depends on market prices. Buy decisions are made on a specific transaction basis by the Board within the limits approved by the Company's shareholders. The Company does not have a defined share buy-back plan.
There were no changes in the Company's approach to capital management during the year.
The Company is not the subject to externally imposed capital requirements.
16. Related party transactions
(a) Transactions with management and close family members
(i) Directors' remuneration
Directors' compensation included in the statement of comprehensive income for the 6 months ended 30 June is as follows:
6 months ended 30 June 2015 | 6 months ended 30 June 2014 | |
(in thousands of USD) | ||
Directors' fees | 44 | 115 |
Reimbursement of travel expense | - | 2 |
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| |
Total management remuneration | 44 | 117 |
|
|
(ii) Key management personnel and director transactions
The Directors' interests in shares in the Company as follows:
30 June 2015 | 31 December 2014 | |||
Number of shares | Ownership, % | Number of shares | Ownership, % | |
Dragon Capital Group (with Tomas Fiala as principal shareholder and managing director) | 18,792,314 | 17.18 | 18,792,314 | 17.18 |
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| |
| 18,792,314 | 17.18 | 18,792,314 | 17.18 |
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|
Mr. Tomas Fiala, one of the Company's directors, is the principal shareholder and managing director of Dragon Capital Group which acquired 6,831,500 shares (6.25%) of the Company during the first (June 2007) and second (November 2007) share issues. Also Mr. Tomas Fiala is a director in Dragon Capital Partners which received 1,698,416 (1.55%) ordinary shares at a price of USD 2.60 per ordinary share to settle 70 % of the Manager's performance fee for 2007 in the amount of USD 4,432 thousand.
Through a series of market purchases in 2011 (totalling 1,274,153 ordinary shares) and 2012 (totalling 6,281,158 ordinary shares) the holding of Dragon Capital Group in the Company increased to 16,085,227 ordinary shares or 14.71% of the Company's issued shares as at 31 December 2012.
In February 2013, Dragon Capital Group made additional market purchases of 2,707,087 ordinary shares, which resulted in a total shareholding of 18,792,314 ordinary shares, or 17.18% of the Company's issued share capital.
(b) Transactions with subsidiaries
Outstanding balances with subsidiaries are as follows:
30 June 2015 | 31 December 2014 | |
(in thousands of USD) | ||
Loans receivable | 52,384 | 60,395 |
Other accounts receivable | 281 | 268 |
|
| |
52,665 | 60,663 | |
|
|
Income incurred in transactions with subsidiaries as at 30 June is as follows:
6 months ended 30 June 2015 | 6 months ended 30 June 2014 | |
(in thousands of USD) | ||
Interest income | 8,022 | 8,303 |
|
| |
8,022 | 8,303 | |
|
|
(c) Transactions with associates
Outstanding balances with associates are as follows:
30 June 2015 | 31 December 2014 | |
(in thousands of USD) | ||
Dividends receivable | - | 3,098 |
|
| |
- | 3,098 | |
|
|
Transactions with associates as at 3o June are as follows:
6 months ended 30 June 2015 | 6 months ended 30 June 2014 | |
(in thousands of USD) | ||
Dividend income | - | - |
Share capital distribution | - | 1,158 |
|
| |
- | 1,158 | |
|
|
(d) Other related parties transactions
Other related parties are represented by the Company's Manager, DCM Limited (see note 10).
Outstanding balances with other related parties are as follows:
30 June 2015 | 31 December 2014 | |
(in thousands of USD) | ||
Other accounts payable | 1,050 | 1,461 |
|
| |
1,050 | 1,461 | |
|
|
Expenses incurred in transactions with other related parties as at 30 June are as follows:
6 months ended 30 June 2015 | 6 months ended 30 June 2014 | |
(in thousands of USD) | ||
Management fee | 1,050 | 1,250 |
|
| |
1,050 | 1,250 | |
|
|
17. Shareholders holding greater than 5% of issued share capital
Holders of more than 5% of the issued share capital as at 30 June 2015 are as follows:
Name | Address | Number of shares | Ownership, % |
Vidacos Nominees Limited | Citygroup Centre, Canada Square, Canary Wharf, London, E14 5LB | 20,117,815 | 18.40 |
Goldman Sachs Securities (Nominees) Limited | Po Box 64374, Peterborough Court, 133 Fleet Street, London, EC4P 4FB | 16,959,700 | 15.51 |
BNY Mellon Nominees Limited | The Bank of New York Mellon, One Picadilly Gardens, Manchester, M1 1RN | 12,656,700 | 11.57 |
Vidacos Nominees Limited | Citygroup Centre, Canada Square, Canary Wharf, London, E14 5LB | 11,565,488 | 10.58 |
Morstan Nominees Limited | 25 Cabot Square, Canary Wharf, London, E14 4QA | 11,020,800 | 10.08 |
Pershing Nominees Limited | Capstan House, One Clove Crescent, East India Dock, London, E14 2BH | 6,078,976 | 5.56 |
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| ||
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| 78,399,479 | 71.70 |
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18. Events subsequent to the reporting date
Following the company's announcement on 14 July 2015 (http://www.londonstockexchange.com/exchange/prices-and-markets/stocks/summary/company-summary/IM00B1XH2B90JEGBXAMSM.html?lang=en) the court of first instance has refused the claim of Prosecutors office on the basis that it exceeds the maximum time limit for such kind of claims. Currently the Prosecutors office appealing this decision.
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