27th Aug 2013 07:00
27 August 2013
Raven Russia Limited ("Raven Russia" or the "Company")
Results for the six months ended 30 June 2013
The Board of Raven Russia releases the results for the six months ended 30 June 2013.
· Annualised NOI now $191 million including PLAs and LOIs (30 June 2012: $177m);
· Investment portfolio over 97% let;
· Includes the completion of 84,000sqm of new space in Moscow, 80% pre let;
· Underlying earnings after tax increase 97% to $27.8 million in the six months to 30 June 2013;
· Operating cash inflow in the period up 50% to $74.4 million;
· Adjusted fully diluted NAV per share up 6 cents to 131 cents (31 December 2012: 125 cents);
· Cash balance of $152 million;
· Tender offer buy back of 1 in 37 shares at 75 pence proposed, equivalent to a 2 pence dividend (30 June 2012: 1.5 pence).
Glyn Hirsch, CEO, said "Our completed investment property portfolio is now virtually fully let with very little vacant space available at any location. Underlying earnings before tax in the six months have increased twofold, allowing us to push our covered distribution to the equivalent of 2 pence per share for the half year."
Enquiries:
Raven Russia Limited Tel: + 44 (0) 1481 712955
Anton Bilton
Glyn Hirsch
Novella Communications Tel: +44 (0) 203151 7008
Tim Robertson
Ben Heath
N+1 Singer Tel: +44 (0) 20 7496 3000
Corporate Finance - James Maxwell
Sales - Alan Geeves / James Waterlow
About Raven Russia
Raven Russia was founded in 2005 to invest in class A warehouse complexes in Russia and lease to Russian and International tenants. Its Ordinary Shares, Preference Shares and Warrants are listed on the Main Market of the London Stock Exchange with a market capitalisation of approximately £325 million. The Company operates out of offices in Guernsey, Moscow and Cyprus and has to date completed a portfolio of circa 1.4 million square metres of Grade "A" warehouses in Moscow, St Petersburg, Rostov-on-Don and Novosibirsk. For further information visit the Company's website: www.ravenrussia.com
Chairman's Statement
I am pleased to announce the Group's results for the six months ended 30 June 2013.
We continue to move towards a fully let portfolio. At today's date, our annualised, consolidated net operating income ("NOI") is $177 million, increasing to $191 million with pre-let agreements ("PLAs") and letters of intent ("LOIs "). This includes 84,000 square metres ("sqm") of new space completed in Moscow which is 80% pre-let. Including PLAs and LOIs the investment portfolio is now over 97% let, comprising 1.4 million sqm, with only 37,000sqm of vacant space.
Reported NOI for the period to 30 June was $88.1 million (30 June 2012: $53.4 million). Profit before tax was $68.3 million (30 June 2012: $29.6 million), underlying earnings before tax were up 120% to $31.5 million (30 June 2012: $14.3 million). Underlying, basic earnings per share were 4.96 cents (30 June 2012: 2.47 cents), basic NAV per share was 133 cents (31 December 2012: 122 cents) and adjusted, fully diluted NAV per share was 131 cents (31 December 2012: 125 cents).
The external valuation carried out by Jones Lang Lasalle ("JLL") as at 30 June is reflected in the gross value of our completed assets of $1,586.3 million (31 December 2012: $1,502.3 million), and additional phases of completed assets of $92.6 million (31 December 2012: $85.6 million). Total gross revaluation gains in the period were $44.0 million (30 June 2012: $42.5 million), (see notes 4 and 5 to the Interim Statement). These values incorporate the market values of the new phases completed in Moscow, one commissioned just prior to the period end and one just after. The fully let portfolio NOI is estimated at $195 million at 30 June 2013 (31 December 2012: $190 million).
Our period end cash balance was $152 million (31 December 2012: $192 million) with operating cashflows increasing to $74.4 million for the first six months (30 June 2012: $49.6 million).
As in previous periods, we intend to enter into a tender-offer buy back of shares rather than the payment of an interim dividend, with terms set out below.
Results
In the six months to 30 June 2013 the Group made a pre-tax profit of $68.3 million (30 June 2012: $29.6 million) including gross revaluation gains of $44.0 million (30 June 2012: $42.5 million). Underlying earnings before tax for the period were $31.5 million (30 June 2012: $14.3 million).
Basic earnings per share are 9.7 cents (30 June 2012: 3.5 cents) and basic underlying earnings per share 4.96 cents (30 June 2012: 2.47 cents).
NOI for the period of $88.1 million (30 June 2012: $53.4 million) is after absorbing operating costs on vacant space of $3.2 million (30 June 2012: $4.5 million). The level of vacancy on our investment portfolio has continued to reduce and today stands at less than 3% (31 December 2012: 6%).
Underlying administrative expenses in the period reduced to $14.1 million (30 June 2012: $17.4 million).
Net finance costs, before Mark to Market valuation of financial instruments and amortisation of costs for the period were $44.8 million (30 June 2012: $34.2 million) including the preference share charge of $19.2 million (30 June 2012: $14.5 million).
Net Asset Value
Adjusted, fully diluted NAV per share was 131 cents at 30 June 2013 (31 December 2012: 125 cents).
The increase in NAV, from $689 million at the year end to $729 million at 30 June 2013, follows the formal bi-annual valuation of our completed portfolio by JLL. Based on this valuation, our investment properties are carried at a market value of $1,586 million, increasing to $1,625 million following the commissioning of completed space following the period end. This represents a fully let portfolio yield of 12% (31 December 2012: 11.9%).
Financing
Total bank debt outstanding at 30 June 2013 was $783 million (31 December 2012: $776 million) at a weighted average cost to the Group of 7.4% (31 December 2012: 7.3%) and a weighted average term to maturity of 5.0 years (31 December 2012: 4.7 years). This includes the refinancing of the bank facility secured on our Krekshino site, a new $100 million facility with Sberbank on a 6 year term with the existing outstanding facility of $78 million repaid. The Group's gearing ratio is 45% (31 December 2012: 44%).
We are in advanced stages of refinancing the senior debt secured on our Rostov asset on improved terms to the existing facility and have also agreed outline debt terms, secured on the new build phases completed at our Noginsk and Klimovsk sites, with the existing lenders. A further $10 million will be drawn on the facility secured on the Sholokovo asset in the current quarter.
Hedging
The majority of the Group's senior debt portfolio is hedged against US Libor rate rises, with a mix of swap and cap instruments. $426.5 million (31 December 2012: $225 million) has been capped for an average of 3.7 years (31 December 2012: 3.4 years) with an average strike of 1.47% (31 December 2012: 1.93%). $338 million (31 December 2012: $422 million) has been swapped for an average of 3.0 years (31 December 2012: 3.0 years) at an average fixed rate of 1.46% (31 December 2012: 1.86%).
We also hedged against the effect on our preference share coupon of Sterling strengthening against the Dollar, capping the US Dollar/Sterling exchange rate at 1.60 for 3.5 years to December 2016.
Tender Offer
Since the share price remains at a significant discount to our adjusted, fully diluted NAV per share we will return cash to shareholders by way of a tender offer. Accordingly we intend to implement a tender offer buy-back of 1 in 37 ordinary shares at 75 pence, a premium of 9 per cent to the existing price, and representing the equivalent of a dividend of 2 pence per share (30 June 2012: 1.5 pence). The tender offer circular setting out full details will be posted shortly. It is expected that the tender offer will complete in October.
We now have a strong, cash generative investment portfolio with a stable cost base and look forward to generating progressive distributions for our shareholders.
Richard Jewson
Chairman
26 August 2013
Chief Executive's Statement
The first half of the year has been a good one, with continued strong tenant demand and limited supply.
Our completed investment property portfolio is now virtually fully let with very little vacant space available at any location. We have also completed and commissioned 84,000sqm of new space in Moscow in the last month and this is 80% pre let. Including PLAs and LOIs on this new space, the total portfolio is over 97% let with annualised NOI of $191 million, up from $177 million a year ago. We expect the current portfolio to generate $195 million when fully let.
We continue to prepare our existing land in the Moscow region for phased construction and there are also asset acquisition opportunities in Moscow which we may consider. Over time our Moscow land bank can support construction of a further 350,000sqm of new space. At current rents this represents a further $45 million of annualised NOI.
Underlying earnings before tax in the six months have increased twofold, allowing us to push our covered distribution to the equivalent of 2 pence per share for the half year. Again we intend to use the tender offer buy back mechanism as an efficient way of distributing to shareholders.
Our balance sheet is strong, with no near term bank finance maturities. We do intend to refinance the more expensive of our senior debt facilities, secured on our regional assets, on improved terms now that these properties have reached high occupancy levels.
We are currently carrying our investment portfolio at a valuation of $1,625 million. This is capable of producing NOI of $195 million giving a simple, fully let yield of 12%.
Yield is what investment will be about for the next few years, with low interest rates and an ageing population, it will be a rare and sought after commodity. Maybe Russia won't just be about oil and gas.
So hopefully we can look forward to more of the same, increasing NOI, leading to a progressive distribution to shareholders. We are a simple niche business in a very exciting part of the world that from our standpoint keeps on improving.
Glyn Hirsch
Chief Executive Officer
26 August 2013
Corporate Governance
Principal risks and uncertainties
Internal controls and an effective risk management regime are integral to the Group's continued operation. The assessment of risks faced by the Group, in the context of its strategic objectives, is explained on page 20 of the Group's Annual Report for 2012. There have been no significant changes to those risks set out on pages 20 to 24 of the Annual Report.
A summary of the principal risks and uncertainties is set out below:
Financial risks
Bank Financing and Cost
A reduction in the number of banks lending into our market because of the Eurozone problems could lead to increased costs for new facilities.
Foreign Exchange
Adverse movements in Rouble or Sterling against US Dollar can lead to a reduction in our US denominated earnings and the carrying value of US denominated assets.
Property Investment and Development
Composition of Portfolio
The portfolio comprises one type of asset with a concentration in the Moscow Region.
Tenant Demand
A slow down in Russian consumer spending could have a knock on effect for tenant demand on speculative development and renewal of existing leases.
Development Returns
Cost and time overruns on development projects can mean target yields are missed and profitability reduced.
Acquisitions
The investment market in Russia continues to mature and legacy issues are common with Russian corporate acquisitions.
Russian Domestic Risk
Legal and Taxation Frameworks
The Russian legal and taxation frameworks are still developing with large volumes of new legislation being open to interpretation and abuse.
Going concern
The financial position of the Group, its cash flows, liquidity and borrowings are described in the Chairman's and Chief Executive's Statements and the accompanying financial statements and related notes. During the period the Group had and continues to hold substantial cash and short term deposits. These were supplemented by the increasing and profitable rental streams and, as a consequence, the Directors believe the Group is well placed to manage its business risks.
After making enquiries and examining major areas that could give rise to significant financial exposure, the Board has a reasonable expectation that the Company and the Group have adequate resources to continue its operations for the foreseeable future. Accordingly, the Group continues to adopt the going concern basis in the preparation of the accompanying interim financial statements.
Directors' Responsibility Statement
The Board confirms to the best of its knowledge:
The condensed financial statements have been prepared in accordance with IAS 34 as adopted by the European Union, and that the half year report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R.
The names and functions of the Directors of Raven Russia Limited are disclosed in the Annual Report of the Group for the year ended 31 December 2012.
This responsibility statement was approved by the Board of Directors on the 26 August 2013 and is signed on its behalf by
Mark Sinclair Colin Smith
Chief Financial Officer Chief Operating Officer
INDEPENDENT REVIEW REPORT TO RAVEN RUSSIA LIMITED
We have been engaged by the Company to review the condensed set of financial statements in the Interim Results financial report for the six months ended 30 June 2013 which comprises the Condensed Unaudited Group Income Statement, the Condensed Unaudited Group Statement of Other Comprehensive Income, the Condensed Unaudited Group Balance Sheet, the Condensed Unaudited Group Statement of Changes in Equity, the Condensed Unaudited Group Cash Flow Statement and the related notes 1 to 15. We have read the other information contained in the half yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the company in accordance with guidance contained in International Standard on Review Engagements 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our work, for this report, or for the conclusions we have formed.
Directors' Responsibilities
The Interim Results financial report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the Interim Results financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.
As disclosed in note 1, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting", as adopted by the European Union.
Our Responsibility
Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the Interim Results financial report based on our review.
Scope of Review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the Interim Results financial report for the six months ended 30 June 2013 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.
Ernst & Young LLP
London
26 August 2013
Condensed Unaudited Group Income Statement | ||||||||||||||||||||
For the six months ended 30 June 2013 | ||||||||||||||||||||
Six months ended 30 June 2013 | Six months ended 30 June 2012 | |||||||||||||||||||
Note | Underlying earnings | Capital & other | Total | Underlying earnings | Capital & other | Total | ||||||||||||||
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |||||||||||||||
Gross revenue | 2 | 136,617 | - | 136,617 | 97,607 | - | 97,607 | |||||||||||||
Property operating expenditure and cost of sales | (48,528) | - | (48,528) | (33,642) | (10,549) | (44,191) | ||||||||||||||
Net rental and related income | 2 | 88,089 | - | 88,089 | 63,965 | (10,549) | 53,416 | |||||||||||||
Administrative expenses | (14,148) | (992) | (15,140) | (17,452) | (708) | (18,160) | ||||||||||||||
Share-based payments and other long term incentives | 13c | - | (4,288) | (4,288) | - | (8,934) | (8,934) | |||||||||||||
Foreign currency profits | 1,915 | - | 1,915 | 1,509 | - | 1,509 | ||||||||||||||
Operating expenditure | (12,233) | (5,280) | (17,513) | (15,943) | (9,642) | (25,585) | ||||||||||||||
Operating profit / (loss) before profits and losses on investment property | 2 | 75,856 | (5,280) | 70,576 | 48,022 | (20,191) | 27,831 | |||||||||||||
Unrealised profit on revaluation of investment property | 4 | - | 22,757 | 22,757 | - | 40,862 | 40,862 | |||||||||||||
Unrealised profit / (loss) on revaluation of investment property under construction | 5 | - | 17,695 | 17,695 | - | (451) | (451) | |||||||||||||
Operating profit | 2 | 75,856 | 35,172 | 111,028 | 48,022 | 20,220 | 68,242 | |||||||||||||
Finance income | 1,249 | 8,134 | 9,383 | 1,322 | 1,549 | 2,871 | ||||||||||||||
Finance expense | (45,567) | (6,583) | (52,150) | (35,035) | (6,478) | (41,513) | ||||||||||||||
Profit before tax | 31,538 | 36,723 | 68,261 | 14,309 | 15,291 | 29,600 | ||||||||||||||
Tax | (3,739) | (10,118) | (13,857) | (202) | (9,317) | (9,519) | ||||||||||||||
Profit for the period | 27,799 | 26,605 | 54,404 | 14,107 | 5,974 | 20,081 | ||||||||||||||
Earnings per share: | 3 | |||||||||||||||||||
Basic (cents) | 9.71 | 3.51 | ||||||||||||||||||
Diluted (cents) | 9.31 | 3.34 | ||||||||||||||||||
Underlying earnings per share: | 3 | |||||||||||||||||||
Basic (cents) | 4.96 | 2.47 | ||||||||||||||||||
Diluted (cents) | 4.75 | 2.35 | ||||||||||||||||||
The total column of this statement represents the Group's Income Statement, prepared in accordance with IFRS as adopted by the EU. The "underlying earnings" and "capital and other" columns are both supplied as supplementary information permitted by IFRS as adopted by the EU. Further details of the allocation of items between the supplementary columns are given in note 3 |
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All items in the above statement derive from continuing operations. |
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All income is attributable to the equity holders of the parent company. There are no non-controlling interests. |
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The accompanying notes are an integral part of this statement. |
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Condensed Unaudited Group Statement Of Comprehensive Income | ||||
For the six months ended 30 June 2013 | ||||
Six months ended | Six months ended | |||
30 June 2013 | 30 June 2012 | |||
US$'000 | US$'000 | |||
Profit for the period | 54,404 | 20,081 | ||
Items not to be reclassified to profit or loss in subsequent | ||||
periods: | ||||
Foreign currency translation on presentation of the Parent Company's accounts into US Dollars | 13,250 | (1,066) | ||
Items to be reclassified to profit or loss in subsequent | ||||
periods: | ||||
Foreign currency translation on consolidation | (8,336) | (9,124) | ||
Tax relating to foreign currency translation | - | 4,576 | ||
(8,336) | (4,548) | |||
Other comprehensive income, net of tax | 4,914 | (5,614) | ||
Total comprehensive income for the period, net of tax | 59,318 | 14,467 | ||
All income is attributable to the equity holders of the parent company. There are no non-controlling interests. | ||||
The accompanying notes are an integral part of this statement. |
Condensed Unaudited Group Balance Sheet | ||||
As at 30 June 2013 | ||||
31 December | ||||
30 June 2013 | 2012 | 30 June 2012 | ||
Note | US$'000 | US$'000 | US$'000 | |
Non-current assets | ||||
Investment property | 4 | 1,575,538 | 1,495,673 | 1,405,087 |
Investment property under construction | 5 | 158,090 | 149,450 | 101,798 |
Plant and equipment | 7,170 | 8,768 | 6,722 | |
Goodwill | 13,402 | 13,615 | 13,503 | |
Other receivables | 17,415 | 18,732 | 13,334 | |
Derivative financial instruments | 10,323 | 4,278 | 1,154 | |
Deferred tax assets | 50,124 | 52,709 | 60,781 | |
1,832,062 | 1,743,225 | 1,602,379 | ||
Current assets | ||||
Inventory | 19,239 | 30,173 | 40,197 | |
Trade and other receivables | 93,465 | 87,016 | 68,932 | |
Derivative financial instruments | 268 | 960 | - | |
Cash and short term deposits | 151,750 | 191,697 | 187,481 | |
264,722 | 309,846 | 296,610 | ||
Total assets | 2,096,784 | 2,053,071 | 1,898,989 | |
Current liabilities | ||||
Trade and other payables | 103,513 | 92,949 | 105,559 | |
Derivative financial instruments | 264 | 606 | 1,386 | |
Interest bearing loans and borrowings | 6 | 51,202 | 121,936 | 165,156 |
154,979 | 215,491 | 272,101 | ||
Non-current liabilities | ||||
Interest bearing loans and borrowings | 6 | 723,004 | 645,121 | 519,024 |
Preference shares | 7 | 313,460 | 325,875 | 313,088 |
Provisions | 8 | 33,630 | 36,217 | - |
Other payables | 35,998 | 40,288 | 21,204 | |
Derivative financial instruments | 4,471 | 9,103 | 8,087 | |
Deferred tax liabilities | 102,160 | 92,014 | 80,618 | |
1,212,723 | 1,148,618 | 942,021 | ||
Total liabilities | 1,367,702 | 1,364,109 | 1,214,122 | |
Net assets | 729,082 | 688,962 | 684,867 | |
Equity | ||||
Share capital | 9 | 10,867 | 11,131 | 11,278 |
Share premium | 51,896 | 71,475 | 84,064 | |
Warrants | 10 | 1,329 | 1,367 | 1,568 |
Own shares held | 11 | (23,324) | (24,145) | (24,268) |
Special reserve | 852,802 | 852,802 | 852,802 | |
Capital reserve | 135,405 | 102,808 | 85,250 | |
Translation reserve | (125,591) | (123,697) | (126,261) | |
Retained earnings | (174,302) | (202,779) | (199,566) | |
Total equity | 729,082 | 688,962 | 684,867 | |
Net asset value per share (dollars): | 12 | |||
Basic | 1.33 | 1.22 | 1.20 | |
Diluted | 1.24 | 1.14 | 1.14 | |
Adjusted net asset value per share (dollars): | 12 | |||
Basic | 1.41 | 1.34 | 1.30 | |
Diluted | 1.31 | 1.25 | 1.24 | |
The accompanying notes are an integral part of this statement. | ||||
Condensed Unaudited Group Statement Of Changes In Equity | |||||||||||||||||
For the six months ended 30 June 2013 | |||||||||||||||||
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Share | Share | Own Shares | Special | Capital | Translation | Retained |
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Capital | Premium | Warrants | Held | Reserve | Reserve | Reserve | Earnings | Total |
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Note | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 |
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At 1 January 2012 | 11,208 | 83,454 | 1,985 | (16,222) | 852,802 | 52,239 | (120,647) | (196,059) | 668,760 |
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Profit for the period | - | - | - | - | - | - | - | 20,081 | 20,081 |
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Other comprehensive income | - | - | - | - | - | - | (5,614) | - | (5,614) |
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Total comprehensive income for the period | - | - | - | - | - | - | (5,614) | 20,081 | 14,467 |
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Warrants exercised | 9/10 | 104 | 2,922 | (417) | - | - | - | - | - | 2,609 |
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Own shares disposed | 11 | - | - | - | 3,533 | - | - | - | 4,530 | 8,063 |
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Own shares acquired | 11 | - | - | - | (13,982) | - | - | - | - | (13,982) |
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Own shares allocated | 11 | - | - | - | 2,403 | - | - | - | (2,403) | - |
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Ordinary shares cancelled under the tender offer | 9/11 | (34) | (2,312) | - | - | - | - | - | - | (2,346) |
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Share-based payments | 13c | - | - | - | - | - | - | - | 7,296 | 7,296 |
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Transfer in respect of capital profits | - | - | - | - | - | 33,011 | - | (33,011) | - |
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At 30 June 2012 | 11,278 | 84,064 | 1,568 | (24,268) | 852,802 | 85,250 | (126,261) | (199,566) | 684,867 |
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At 1 January 2013 | 11,131 | 71,475 | 1,367 | (24,145) | 852,802 | 102,808 | (123,697) | (202,779) | 688,962 |
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Profit for the period | - | - | - | - | - | - | - | 54,404 | 54,404 |
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Other comprehensive income | - | - | - | - | - | - | 4,914 | - | 4,914 |
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Total comprehensive income for the period | - | - | - | - | - | - | 4,914 | 54,404 | 59,318 |
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Warrants exercised | 9/10 | 10 | 266 | (38) | - | - | - | - | - | 238 |
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Own shares allocated | 11 | - | - | - | 626 | - | - | (626) | - |
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Ordinary shares cancelled under the tender offer | 9/11 | (274) | (19,845) | - | 195 | - | - | - | - | (19,924) |
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Share-based payments | 13c | - | - | - | - | - | - | - | 488 | 488 |
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Transfer to retained earnings | - | - | - | - | - | - | (6,808) | 6,808 | - |
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Transfer in respect of capital profits | - | - | - | - | - | 32,597 | - | (32,597) | - |
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At 30 June 2013 | 10,867 | 51,896 | 1,329 | (23,324) | 852,802 | 135,405 | (125,591) | (174,302) | 729,082 |
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The accompanying notes are an integral part of this statement. | |||||||||||||||||
Condensed Unaudited Group Cash Flow Statement | |||||
For the six months ended 30 June 2013 | |||||
Six months ended | Six months ended | ||||
30 June 2013 | 30 June 2012 | ||||
Note | US$'000 | US$'000 | |||
Cash flows from operating activities | |||||
Profit before tax | 68,261 | 29,600 | |||
Adjustments for: | |||||
Depreciation | 2 | 992 | 708 | ||
Inventory write down | 2 | - | 10,549 | ||
Finance income | (9,383) | (2,871) | |||
Finance expense | 52,150 | 41,513 | |||
Profit on revaluation of investment property | 4 | (22,757) | (40,862) | ||
(Profit) / loss on revaluation of investment property under construction | 5 | (17,695) | 451 | ||
Foreign exchange profits | (1,915) | (1,509) | |||
Share-based payments and other long term incentives | 13c | 4,288 | 8,934 | ||
73,941 | 46,513 | ||||
Increase in operating receivables | (8,247) | (5,628) | |||
Decrease in other operating current assets | 9,002 | 1,566 | |||
Increase in operating payables | 1,545 | 8,152 | |||
76,241 | 50,603 | ||||
Tax paid | (1,816) | (1,042) | |||
Net cash generated from operating activities | 74,425 | 49,561 | |||
Cash flows from investing activities | |||||
Payments for investment property and investment property under construction | (39,780) | (17,761) | |||
Refunds of VAT on construction | 782 | 5,779 | |||
Acquisition of subsidiary undertakings | (914) | (213,127) | |||
Proceeds from sale of plant and equipment | 176 | - | |||
Purchase of plant and equipment | (198) | (770) | |||
Cash acquired with subsidiary undertakings | - | 10,496 | |||
Loans repaid | 36 | 513 | |||
Interest received | 1,240 | 1,006 | |||
Net cash used in investing activities | (38,658) | (213,864) | |||
Cash flows from financing activities | |||||
Proceeds from long term borrowings | 103,500 | 147,814 | |||
Repayment of long term borrowings | (96,552) | (26,504) | |||
Bank borrowing costs paid | (35,793) | (22,681) | |||
Exercise of warrants | 238 | 2,609 | |||
Own shares acquired | (19,924) | (16,328) | |||
Own shares disposed | - | 8,063 | |||
Issue of preference shares | - | 91,491 | |||
Dividends paid on preference shares | (16,762) | (13,014) | |||
Premium paid for forward currency financial instruments | (1,450) | - | |||
Net cash (used in) / generated by financing activities | (66,743) | 171,450 | |||
Net (decrease) / increase in cash and cash equivalents | (30,976) | 7,147 | |||
Opening cash and cash equivalents | 191,697 | 181,826 | |||
Effect of foreign exchange rate changes | (8,971) | (1,492) | |||
Closing cash and cash equivalents | 151,750 | 187,481 | |||
The accompanying notes are an integral part of this statement. |
Notes to the Condensed Unaudited Group Financial Statements | ||||||
For the six months ended 30 June 2013 | ||||||
| ||||||
1. Basis of accounting
Basis of preparation
The condensed unaudited financial statements have been prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS") and have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting.
The condensed financial statements do not include all the information and disclosures required in annual financial statements and should be read in conjunction with the Group's financial statements for the year ended 31 December 2012.
Significant accounting policies
The accounting policies adopted in the preparation of the condensed financial statements are consistent with those followed in the preparation of the Group's financial statements for the year ended 31 December 2012, except for the adoption of new standards and interpretations effective as of 1 January 2013.
The Group has adopted new and amended IFRS and IFRIC interpretations as of 1 January 2013, which did not have any effect on the financial performance or financial position of the Group, but had an impact on presentation and disclosures in the condensed unaudited financial statements. These were:
IAS 1 Financial Statement Presentation - Presentation of Items of Other Comprehensive Income
IFRS 13 Fair value Measurement
The amendment to IAS 1 required a change to the presentation of items in the Statement of Comprehensive Income. Adoption of IFRS 13 required specific additional disclosure in the condensed financial statements of the fair value of the Group's financial instruments and these are provided in note 15.
The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
2. Segmental information
The Group has three operating segments, which are managed and report independently to the Board of Directors. These comprise:Property investment - acquire, develop and lease commercial property in Russia
Roslogistics - provision of warehousing, transport, customs brokerage and related services in Russia
Raven Mount - sale of residential property in the UK.
(a) Segmental information for the six months ended and as at 30 June 2013 | |||||||
For the six months ended 30 June 2013 | Property | Raven | Segment | Central | |||
Investment | Roslogistics | Mount | Total | Overhead | Total | ||
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | ||
Gross revenue | 110,237 | 14,188 | 12,192 | 136,617 | - | 136,617 | |
Operating costs / Cost of sales | (32,033) | (5,180) | (11,315) | (48,528) | - | (48,528) | |
Inventory write down | - | - | - | - | - | - | |
Net operating income | 78,204 | 9,008 | 877 | 88,089 | - | 88,089 | |
Administrative expenses | |||||||
Running general & administration expenses | (8,800) | (1,423) | (869) | (11,092) | (3,056) | (14,148) | |
Other acquisition / abortive project costs | - | - | - | - | - | - | |
Depreciation | (824) | (164) | (4) | (992) | - | (992) | |
Share-based payments and other long term incentives | (1,131) | - | (23) | (1,154) | (3,134) | (4,288) | |
Foreign currency profits / (losses) | 2,694 | (779) | - | 1,915 | - | 1,915 | |
70,143 | 6,642 | (19) | 76,766 | (6,190) | 70,576 | ||
Unrealised profit on revaluation of investment property | 22,757 | - | - | 22,757 | - | 22,757 | |
Unrealised profit on revaluation of investment | |||||||
property under construction | 17,695 | - | - | 17,695 | - | 17,695 | |
Segment profit / (loss) | 110,595 | 6,642 | (19) | 117,218 | (6,190) | 111,028 | |
Finance income | 9,383 | ||||||
Finance expense | (52,150) | ||||||
Profit before tax | 68,261 | ||||||
As at 30 June 2013 | Property | Raven | |||||
Investment | Roslogistics | Mount | Total | ||||
US$'000 | US$'000 | US$'000 | US$'000 | ||||
Assets | |||||||
Investment property | 1,575,538 | - | - | 1,575,538 | |||
Investment property under construction | 158,090 | - | - | 158,090 | |||
Inventory | - | - | 19,239 | 19,239 | |||
Cash and short term deposits | 145,742 | 1,810 | 4,198 | 151,750 | |||
Segment assets | 1,879,370 | 1,810 | 23,437 | 1,904,617 | |||
Other non-current assets | 98,434 | ||||||
Other current assets | 93,733 | ||||||
Total assets | 2,096,784 | ||||||
Segment liabilities | |||||||
Interest bearing loans and borrowings | 774,206 | - | - | 774,206 | |||
Capital expenditure | |||||||
Payments for acquisition of subsidiary undertakings, investment property and investment property under construction | 40,694 | - | - | 40,694 | |||
(b) Segmental information for the six months ended and as at 30 June 2012 | |||||||
For the six months ended 30 June 2012 | Property | Raven | Segment | Central | |||
Investment | Roslogistics | Mount | Total | Overhead | Total | ||
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | ||
Gross Revenue | 80,545 | 11,507 | 5,555 | 97,607 | - | 97,607 | |
Operating costs / Cost of sales | (23,543) | (4,895) | (5,204) | (33,642) | - | (33,642) | |
Inventory write down | - | - | (10,549) | (10,549) | - | (10,549) | |
Net operating income | 57,002 | 6,612 | (10,198) | 53,416 | - | 53,416 | |
Administrative expenses | |||||||
Running general & administration expenses | (9,203) | (1,620) | (1,387) | (12,210) | (4,468) | (16,678) | |
Other acquisition / abortive project costs | (774) | - | - | (774) | - | (774) | |
Depreciation | (469) | (236) | (3) | (708) | - | (708) | |
Share-based payments and other long term incentives | (3,654) | - | - | (3,654) | (5,280) | (8,934) | |
Foreign currency profits | 1,797 | (288) | - | 1,509 | - | 1,509 | |
44,699 | 4,468 | (11,588) | 37,579 | (9,748) | 27,831 | ||
Unrealised profit on revaluation of investment property | 40,862 | - | - | 40,862 | - | 40,862 | |
Unrealised loss on revaluation of investment property under construction | (451) | - | - | (451) | - | (451) | |
Segment profit / (loss) | 85,110 | 4,468 | (11,588) | 77,990 | (9,748) | 68,242 | |
Finance income | 2,871 | ||||||
Finance expense | (41,513) | ||||||
Profit before tax | 29,600 | ||||||
As at 30 June 2012 | Property | Raven | |||||
Investment | Roslogistics | Mount | Total | ||||
US$'000 | US$'000 | US$'000 | US$'000 | ||||
Assets | |||||||
Investment property | 1,405,087 | - | - | 1,405,087 | |||
Investment property under construction | 101,798 | - | - | 101,798 | |||
Inventory | - | - | 40,197 | 40,197 | |||
Cash and short term deposits | 183,256 | 892 | 3,333 | 187,481 | |||
Segment assets | 1,690,141 | 892 | 43,530 | 1,734,563 | |||
Other non-current assets | 95,494 | ||||||
Other current assets | 68,932 | ||||||
Total assets | 1,898,989 | ||||||
Segment liabilities | |||||||
Interest bearing loans and borrowings | 684,180 | - | - | 684,180 | |||
Capital expenditure | |||||||
Payments for acquisition of subsidiary undertakings and investment property under construction | 230,888 | - | - | 230,888 | |||
(c) Segmental information as at 31 December 2012 | |||||||
As at 31 December 2012 | Property | Raven | |||||
Investment | Roslogistics | Mount | Total | ||||
US$'000 | US$'000 | US$'000 | US$'000 | ||||
Assets | |||||||
Investment property | 1,495,673 | - | - | 1,495,673 | |||
Investment property under construction | 149,450 | - | - | 149,450 | |||
Inventory | - | - | 30,173 | 30,173 | |||
Cash and short term deposits | 175,551 | 2,272 | 13,874 | 191,697 | |||
Segment assets | 1,820,674 | 2,272 | 44,047 | 1,866,993 | |||
Other non-current assets | 98,102 | ||||||
Other current assets | 87,976 | ||||||
Total assets | 2,053,071 | ||||||
Segment liabilities | |||||||
Interest bearing loans and borrowings | 767,057 | - | - | 767,057 | |||
Capital expenditure | |||||||
Payments for acquisition of subsidiary undertakings | |||||||
and investment property under construction | 305,277 | - | - | 305,277 |
3. Earnings measures | |||||||
The calculation of basic and diluted earnings per share is based on the following data: | 30 June 2013 | 30 June 2012 | |||||
US$'000 | US$'000 | ||||||
Earnings | |||||||
Earnings for the purposes of basic and diluted earnings per share being the profit for the period prepared under IFRS | 54,404 | 20,081 | |||||
Adjustments to arrive at EPRA earnings: | |||||||
Unrealised profit on revaluation of investment property | (22,757) | (40,862) | |||||
Unrealised (profit) / loss on revaluation of investment property under construction | (17,695) | 451 | |||||
Change in fair value of open forward currency derivative financial instruments | 2,595 | (500) | |||||
Change in fair value of open interest rate derivative financial instruments | (7,997) | 3,022 | |||||
Movement on deferred tax thereon | 11,600 | 9,317 | |||||
Adjusted EPRA earnings | 20,150 | (8,491) | |||||
Inventory write down | - | 10,549 | |||||
Share-based payments and other long term incentives | 4,288 | 8,934 | |||||
Premium on redemption of preference shares and amortisation of issue costs | 733 | 547 | |||||
Depreciation | 992 | 708 | |||||
Amortisation of loan origination costs | 3,118 | 1,860 | |||||
Tax charge on unrealised foreign exchange movements in loans | (1,482) | - | |||||
Underlying earnings | 27,799 | 14,107 | |||||
30 June 2013 | 30 June 2012 | ||||||
Number of shares | No '000 | No '000 | |||||
Weighted average number of ordinary shares for the purpose of basic EPS | |||||||
(excluding own shares held) | 560,033 | 572,113 | |||||
Effect of dilutive potential ordinary shares: | |||||||
Listed warrants | 18,040 | 20,930 | |||||
ERS | 872 | 2,189 | |||||
LTIP | 5,674 | 5,233 | |||||
Weighted average number of ordinary shares for the purposes of diluted EPS (excluding own shares held) | 584,619 | 600,465 | |||||
30 June 2013 | 30 June 2012 | ||||||
Cents | Cents | ||||||
EPS basic | 9.71 | 3.51 | |||||
Effect of dilutive potential ordinary shares: | |||||||
Listed warrants | (0.30) | (0.12) | |||||
ERS | (0.01) | (0.01) | |||||
LTIP | (0.09) | (0.04) | |||||
Diluted EPS | 9.31 | 3.34 | |||||
EPRA EPS basic | 3.60 | (1.48) | |||||
Effect of dilutive potential ordinary shares: | |||||||
Listed warrants | (0.11) | - | |||||
ERS | (0.01) | - | |||||
LTIP | (0.03) | - | |||||
EPRA diluted EPS | 3.45 | (1.48) | |||||
30 June 2013 | 30 June 2012 | ||||||
Cents | Cents | ||||||
Underlying EPS basic | 4.96 | 2.47 | |||||
Effect of dilutive potential ordinary shares: | |||||||
Listed warrants | (0.15) | (0.09) | |||||
ERS | (0.01) | (0.01) | |||||
LTIP | (0.05) | (0.02) | |||||
Underlying diluted EPS | 4.75 | 2.35 | |||||
4. Investment property | 30 June 2013 | 31 December 2012 | 30 June 2012 | ||||
US$'000 | US$'000 | US$'000 | |||||
Market value at 1 January | 1,502,320 | 1,154,490 | 1,154,490 | ||||
Property acquisitions | - | 268,623 | 217,305 | ||||
Transfer from investment property under construction (note 5) | 52,985 | - | - | ||||
Property improvements and movement in completion provisions | 4,685 | 6,260 | 1,830 | ||||
Unrealised profit on revaluation | 26,275 | 72,947 | 42,908 | ||||
Market value at 30 June / 31 December | 1,586,265 | 1,502,320 | 1,416,533 | ||||
Tenant incentives and contracted rent uplift balances | (17,810) | (14,292) | (11,446) | ||||
Head lease obligations | 7,083 | 7,645 | - | ||||
Carrying value at 30 June / 31 December | 1,575,538 | 1,495,673 | 1,405,087 | ||||
Revaluation movement in the period/year | |||||||
Gross revaluation | 26,275 | 72,947 | 42,908 | ||||
Effect of tenant incentives and contracted rent uplift balances | (3,518) | (4,892) | (2,046) | ||||
Revaluation reported in the Income Statement | 22,757 | 68,055 | 40,862 | ||||
5. Investment property under construction | 30 June 2013 | 31 December 2012 | 30 June 2012 | ||||
US$'000 | US$'000 | US$'000 | |||||
Market value at 1 January | 147,120 | 101,458 | 101,458 | ||||
Property acquisitions | - | 23,020 | - | ||||
Costs incurred | 50,325 | 22,705 | 1,941 | ||||
Effect of foreign exchange rate changes | (6,225) | 3,633 | (1,150) | ||||
Transfer to investment property (note 4) | (52,985) | - | - | ||||
Unrealised profit / (loss) on revaluation | 17,695 | (3,696) | (451) | ||||
Market value at 30 June / 31 December | 155,930 | 147,120 | 101,798 | ||||
Head lease obligations | 2,160 | 2,330 | - | ||||
Carrying value at 30 June / 31 December | 158,090 | 149,450 | 101,798 | ||||
Market value comprises: | |||||||
Additional phases of completed investment property | 92,598 | 85,600 | 54,400 | ||||
Land bank | 63,332 | 61,520 | 47,398 | ||||
At 30 June / 31 December | 155,930 | 147,120 | 101,798 | ||||
Revaluation movement in the period/year | |||||||
Unrealised profit / (loss) on revaluation of assets carried at external valuations | 17,695 | 12,031 | (451) | ||||
Unrealised loss on revaluation of assets carried at directors' valuation | - | (15,727) | - | ||||
17,695 | (3,696) | (451) | |||||
Borrowing costs capitalised in the period amounted to US$1.2 million (31 December 2012: US$0.5 million, 30 June 2012: nil). | |||||||
6. Interest bearing loans and borrowings | 30 June 2013 | 31 December 2012 | 30 June 2012 | ||||
US$'000 | US$'000 | US$'000 | |||||
(a) Bank loans | |||||||
Loans due for settlement within 12 months | 51,202 | 121,936 | 165,154 | ||||
Loans due for settlement after 12 months | 723,004 | 645,121 | 518,971 | ||||
774,206 | 767,057 | 684,125 | |||||
(b) Other interest bearing loans | |||||||
Loans due for settlement within 12 months | - | - | 2 | ||||
Loans due for settlement after 12 months | - | - | 53 | ||||
- | - | 55 | |||||
Totals | |||||||
Loans due for settlement within 12 months | 51,202 | 121,936 | 165,156 | ||||
Loans due for settlement after 12 months | 723,004 | 645,121 | 519,024 | ||||
774,206 | 767,057 | 684,180 | |||||
The Group's borrowings have the following maturity profile: | |||||||
On demand or within one year | 51,202 | 121,936 | 165,156 | ||||
In the second year | 81,213 | 75,426 | 29,761 | ||||
In the third to fifth years | 455,773 | 438,648 | 386,696 | ||||
After five years | 186,018 | 131,047 | 102,567 | ||||
774,206 | 767,057 | 684,180 | |||||
The amounts above include unamortised loan origination costs of US$12.8 million (31 December 2012: US$13.1 million, 30 June 2012: US$12.0 million) and interest accruals of US$3.9 million (31 December 2012: US$4.1 million, 30 June 2012: US$3.6 million). | |||||||
During the period to 30 June 2013 the Group repaid its facility with Deutsche Pfandbriefbank AG and entered into a new facility of US$100 million from Sberbank to refinance it's Krekshino project. The facility which was fully drawn in the period, is for a 6 year term and has a margin of 6.9% over US LIBOR. | |||||||
7. Preference shares | 30 June 2013 | 31 December 2012 | 30 June 2012 | ||||
US$'000 | US$'000 | US$'000 | |||||
Authorised share capital: | |||||||
400,000,000 preference shares of 1p each | 5,981 | 5,981 | 5,981 | ||||
30 June 2013 | 31 December 2012 | 30 June 2012 | |||||
Issued share capital: | Number | Number | Number | ||||
At 1 January | 190,409,488 | 145,036,942 | 145,036,942 | ||||
Re-issued / issued in the period / year | 3,410,388 | 48,414,250 | 48,414,250 | ||||
Re-purchased | - | (3,762,343) | (3,731,343) | ||||
Scrip dividends | 412,262 | 720,639 | 205,809 | ||||
At 30 June / 31 December | 194,232,138 | 190,409,488 | 189,925,658 | ||||
Shares in issue | 194,584,093 | 194,171,831 | 193,657,001 | ||||
Held by the Company's Employee Benefit Trusts | (351,955) | (3,762,343) | (3,731,343) | ||||
At 30 June / 31 December | 194,232,138 | 190,409,488 | 189,925,658 | ||||
Preference shares re-purchased are transactions where the Company's Employee Benefit Trusts subscribe or purchase preference shares and preference shares re-issued are where those shares are subsequently transferred to employees in accordance with the terms of the CBLTIS (see note 13b). | |||||||
30 June 2013 | 31 December 2012 | 30 June 2012 | |||||
US$'000 | US$'000 | US$'000 | |||||
At 1 January | 325,875 | 218,206 | 218,206 | ||||
Re-issued / issued in the period / year | 7,759 | 105,454 | 101,757 | ||||
Issue costs | - | (2,401) | (2,923) | ||||
Re-purchased | - | (8,183) | (7,896) | ||||
Premium on redemption of preference shares and amortisation of issue costs | 720 | 1,137 | 535 | ||||
Scrip dividends | 923 | 1,602 | 750 | ||||
Movement on accrual for preference dividends | (5) | 92 | 83 | ||||
Effect of foreign exchange rate changes | (21,812) | 9,968 | 2,576 | ||||
At 30 June / 31 December | 313,460 | 325,875 | 313,088 | ||||
8. Provisions Provisions and trade and other receivables reflect the ongoing litigation in CJSC Toros, the subsidiary company that owns the Pushkino project, the defence of which is being conducted by the previous owner and for which the Group is indemnified. Details of this case and the indemnity were given in the shareholder circular issued on 1 May 2012 and the claim is for Roubles 827.4 million plus interest. | |||||||
9. Share capital | 30 June 2013 | 31 December 2012 | 30 June 2012 | ||||
US$'000 | US$'000 | US$'000 | |||||
Authorised share capital: | |||||||
1,500,000,000 ordinary shares of 1p each | 27,469 | 27,469 | 27,469 | ||||
30 June 2013 | 31 December 2012 | 30 June 2012 | |||||
Issued share capital: | Number | Number | Number | ||||
At 1 January | 589,349,049 | 594,093,554 | 594,093,554 | ||||
Issued in the period / year for cash on warrant exercises | 622,538 | 9,690,567 | 6,555,453 | ||||
Cancelled under tender offers (see note 14) | (17,874,388) | (14,435,072) | (2,157,287) | ||||
At 30 June / 31 December | 572,097,199 | 589,349,049 | 598,491,720 | ||||
Of the authorised ordinary share capital at 30 June 2013, 27.5 million (30 June 2012: 31.3 million) ordinary shares are reserved for warrants. | |||||||
Details of own shares held are given in note 11. | |||||||
10. Warrants | 30 June 2013 | 31 December 2012 | 30 June 2012 | ||||
Number | Number | Number | |||||
At 1 January | 28,140,153 | 37,830,720 | 37,830,720 | ||||
Exercised in the period / year | (622,538) | (9,690,567) | (6,555,453) | ||||
At 30 June / 31 December | 27,517,615 | 28,140,153 | 31,275,267 | ||||
In the period since 30 June 2013 1,307 warrants have been exercised. | |||||||
11. Own shares held | 30 June 2013 | 31 December 2012 | 30 June 2012 | ||||
Number | Number | Number | |||||
At 1 January | 25,557,737 | 26,921,176 | 26,921,176 | ||||
Acquired under a tender offer | - | 12,858,824 | 12,858,824 | ||||
Other acquisitions | - | 82,535 | 70,467 | ||||
Disposal | - | (8,196,721) | (8,196,721) | ||||
Cancelled | (452,301) | (431,410) | - | ||||
Allocation to satisfy bonus awards (note 13c) | (121,429) | (4,185,000) | (4,185,000) | ||||
Allocation to satisfy ERS options exercised (note 13a) | (979,592) | (1,225,000) | (1,225,000) | ||||
Allocation to satisfy LTIP options exercised (note 13a) | (284,975) | (266,667) | (166,667) | ||||
At 30 June / 31 December | 23,719,440 | 25,557,737 | 26,077,079 | ||||
30 June 2013 | 31 December 2012 | 30 June 2012 | |||||
US$'000 | US$'000 | US$'000 | |||||
At 1 January | 24,145 | 16,222 | 16,222 | ||||
Acquired under a tender offer | - | 13,928 | 13,917 | ||||
Other acquisitions | - | 132 | 65 | ||||
Disposal | - | (3,533) | (3,533) | ||||
Cancelled | (195) | (186) | - | ||||
Allocation to satisfy bonus awards (note 13c) | (81) | (1,804) | (1,804) | ||||
Allocation to satisfy ERS options exercised (note 13a) | (422) | (528) | (528) | ||||
Allocation to satisfy LTIP options exercised (note 13a) | (123) | (86) | (71) | ||||
At 30 June / 31 December | 23,324 | 24,145 | 24,268 | ||||
Allocations are transfers by the Company's Employee Benefit Trusts to satisfy bonus awards made in the period and to satisfy ERS and LTIP options exercised in the period following the vesting of the options. The amounts shown for share movements are net of the Trustees' participation in tender offers during the period from grant to exercise. Details of outstanding ERS and LTIP options, which are vested but unexercised, are given in note 13a. | |||||||
12. Net asset value per share | 30 June 2013 | 31 December 2012 | 30 June 2012 | ||||
US$'000 | US$'000 | US$'000 | |||||
Net asset value | 729,082 | 688,962 | 684,867 | ||||
Goodwill | (13,402) | (13,615) | (13,503) | ||||
Deferred tax on revaluation gains | 65,571 | 57,716 | 53,243 | ||||
Unrealised foreign exchange losses on preference shares | (3,949) | 17,863 | 10,471 | ||||
Fair value of interest rate derivative financial instruments | (3,050) | 8,682 | 6,619 | ||||
Fair value of foreign exchange derivative financial instruments | (2,806) | (4,211) | 1,700 | ||||
Adjusted net asset value | 771,446 | 755,397 | 743,397 | ||||
Assuming exercise of all potential ordinary shares | |||||||
- Listed warrants (note 10) | 10,434 | 11,435 | 12,264 | ||||
- ERS (note 13) | - | - | - | ||||
- LTIP (note 13) | 3,215 | 3,568 | 3,482 | ||||
- CBLTIS (note 13) | - | - | - | ||||
Adjusted fully diluted net asset value | 785,095 | 770,400 | 759,143 | ||||
30 June 2013 | 31 December 2012 | 30 June 2012 | |||||
Number | Number | Number | |||||
Number of ordinary shares (note 9) | 572,097,199 | 589,349,049 | 598,491,720 | ||||
Less own shares held (note 11) | (23,719,440) | (25,557,737) | (26,077,079) | ||||
548,377,759 | 563,791,312 | 572,414,641 | |||||
Assuming exercise of all potential ordinary shares | |||||||
- Listed warrants (note 10) | 27,517,615 | 28,140,153 | 31,275,267 | ||||
- ERS (note 13) | 325,000 | 1,325,000 | 1,325,000 | ||||
- LTIP (note 13) | 8,479,278 | 8,779,279 | 8,879,279 | ||||
- CBLTIS (note 13) | 14,303,279 | 14,303,279 | - | ||||
Number of ordinary shares assuming exercise of all potential ordinary shares | 599,002,931 | 616,339,023 | 613,894,187 | ||||
30 June 2013 | 31 December 2012 | 30 June 2012 | |||||
US$ | US$ | US$ | |||||
Net asset value per share | 1.33 | 1.22 | 1.20 | ||||
Fully diluted net asset value per share | 1.24 | 1.14 | 1.14 | ||||
Adjusted net asset value per share | 1.41 | 1.34 | 1.30 | ||||
Adjusted fully diluted net asset value per share | 1.31 | 1.25 | 1.24 | ||||
13. Share-based payments and other long term incentives | Period 1/1/13 to 30/6/13 | Period 1/1/12 to 30/6/12 | |||||
No of options | Weighted | No of options | Weighted | ||||
(a) Movements in Executive Share Option Schemes | average | average | |||||
exercise | exercise | ||||||
price | price | ||||||
Outstanding at the beginning of the period | 10,104,279 | 22p | 11,595,946 | 20p | |||
Exercised during the period | |||||||
- ERS | (1,000,000) | 0p | (1,225,000) | 0p | |||
- LTIP | (300,001) | 25p | (166,667) | 25p | |||
Outstanding at the end of the period | 8,804,278 | 24p | 10,204,279 | 22p | |||
Represented by: | |||||||
- ERS | 325,000 | 1,325,000 | |||||
- LTIP | 8,479,278 | 8,879,279 | |||||
8,804,278 | 10,204,279 | ||||||
Exercisable at the end of the period | 5,788,964 | 24p | 4,173,649 | 17p | |||
(b) Movements in Combined Bonus and Long Term Incentive Scheme Awards | |||||||
30 June 2013 | 30 June 2012 | ||||||
No of award | No of award | ||||||
shares | shares | ||||||
Awards of Ordinary shares: | |||||||
Outstanding at the beginning of the period | 14,303,279 | - | |||||
- Granted during the period | - | - | |||||
- Lapsed during the period | - | - | |||||
- Vested during the period | - | - | |||||
Outstanding at the end of the period | 14,303,279 | - | |||||
30 June 2013 | 30 June 2012 | ||||||
No of award | No of award | ||||||
shares | shares | ||||||
Awards of Preference shares: | |||||||
Outstanding at the beginning of the period | 3,731,343 | - | |||||
- Granted during the period | - | - | |||||
- Lapsed during the period | - | - | |||||
- Vested during the period | (3,410,388) | - | |||||
Outstanding at the end of the period | 320,955 | - | |||||
(c) Income statement charge for the period | 30 June 2013 | 30 June 2012 | |||||
US$'000 | US$'000 | ||||||
Expense attributable to ERS and LTIP awards in prior periods | 257 | 261 | |||||
Bonus awards in the period | 131 | 3,859 | |||||
Combined Bonus and Long Term Incentive Scheme awards 2012 to 2014 | 3,900 | 4,814 | |||||
4,288 | 8,934 | ||||||
To be satisfied by allocation of: | |||||||
Ordinary shares (IFRS 2 expense) | 488 | 7,296 | |||||
Preference shares (IAS 19 expense) | 3,800 | 1,638 | |||||
4,288 | 8,934 |
14. Ordinary dividends
The Company did not declare a final dividend for the year ended 31 December 2012 (2011: none) and instead implemented a tender offer buy back for ordinary shares on the basis of 1 in every 33 shares held and a tender price of 75 pence per share, the equivalent of a final dividend of 2.25 pence per share.
15. Financial instrumentsSet out below is a comparison of the carrying amounts and fair value of the Group's financial instruments as at the balance sheet date: | |||||||
30 June 2013 | 31 December 2012 | 30 June 2012 | |||||
Carrying | Fair | Carrying | Fair | Carrying | Fair | ||
Value | Value | Value | Value | Value | Value | ||
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | ||
Non-current assets | |||||||
Loans receivable | 1,445 | 1,363 | 1,591 | 1,501 | 4 | 4 | |
Derivative financial instruments | 10,323 | 10,323 | 4,278 | 4,278 | 1,154 | 1,154 | |
Current assets | |||||||
Trade receivables | 42,088 | 42,088 | 30,702 | 30,702 | 25,984 | 25,984 | |
Loans receivable | 59 | 59 | 64 | 64 | 2,017 | 2,017 | |
Other current receivables | 36,637 | 36,637 | 42,286 | 42,286 | 25,126 | 25,126 | |
Derivative financial instruments | 268 | 268 | 960 | 960 | - | - | |
Cash and short term deposits | 151,750 | 151,750 | 191,697 | 191,697 | 187,481 | 187,481 | |
Non-current liabilities | |||||||
Interest bearing loans and borrowings | 723,004 | 540,900 | 645,121 | 496,333 | 518,971 | 401,603 | |
Preference shares | 313,460 | 447,433 | 325,875 | 452,965 | 313,141 | 403,952 | |
Derivative financial instruments | 4,471 | 4,471 | 9,103 | 9,103 | 8,087 | 8,087 | |
Rent deposits | 23,825 | 18,170 | 25,346 | 19,386 | 17,025 | 12,213 | |
Investment property acquisition obligations | 2,929 | 2,929 | 2,929 | 2,929 | 2,929 | 2,929 | |
Other payables | 9,245 | 9,245 | 2,085 | 2,085 | 1,250 | 1,250 | |
Current liabilities | |||||||
Interest bearing loans and borrowings | 51,202 | 51,202 | 121,936 | 121,936 | 165,154 | 165,154 | |
Derivative financial instruments | 264 | 264 | 606 | 606 | 1,386 | 1,386 | |
Other payables | 50,733 | 50,733 | 36,467 | 36,467 | 35,441 | 35,441 | |
Fair value hierarchy | |||||||
The following table shows an analysis of the fair values of financial instruments recognised in the balance sheet by level of the fair value hierarchy: | |||||||
Total Fair | |||||||
Level 1 | Level 2 | Level 3 | Value | ||||
As at 30 June 2013 | US$'000 | US$'000 | US$'000 | US$'000 | |||
Assets measured at fair value | |||||||
Derivative financial instruments | - | 10,591 | - | 10,591 | |||
Liabilities measured at fair value | |||||||
Derivative financial instruments | - | 4,735 | - | 4,735 | |||
As at 31 December 2012 | |||||||
Assets measured at fair value | |||||||
Derivative financial instruments | - | 5,238 | - | 5,238 | |||
Liabilities measured at fair value | |||||||
Derivative financial instruments | - | 9,709 | - | 9,709 | |||
As at 30 June 2012 | |||||||
Assets measured at fair value | |||||||
Derivative financial instruments | - | 1,154 | - | 1,154 | |||
Liabilities measured at fair value | |||||||
Derivative financial instruments | - | 9,473 | - | 9,473 |
Level 1 - Quoted prices in active markets for identical assets or liabilities that can be accessed at the balance sheet date.Level 2 - Use of a model with inputs that are directly or indirectly observable market data.
Level 3 - Use of a model with inputs that are not based on observable market data.
The Group's foreign currency derivative financial instruments are call options and are measured based on spot exchange rates, the yield curves of the respective currencies as well as the currency basis spreads between the respective currencies. The Group's interest rate derivative financial instruments comprise swap contracts and interest rate caps. These contracts are valued using a discounted cash flow model and where not cash collateralised consideration is given to the Group's own credit risk.
Related Shares:
RAV.L