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Half Yearly Report

27th Aug 2013 07:00

RNS Number : 4558M
Raven Russia Limited
27 August 2013
 



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

 

All items in the above statement derive from continuing operations.

 

All income is attributable to the equity holders of the parent company. There are no non-controlling interests.

 

The accompanying notes are an integral part of this statement.

 

 

Condensed Unaudited Group Statement Of Comprehensive Income

For the six months ended 30 June 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

 

Share

Share

Own Shares

Special

Capital

Translation

Retained

 

Capital

Premium

Warrants

Held

Reserve

Reserve

Reserve

Earnings

Total

 

Note

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

 

 

At 1 January 2012

11,208

83,454

1,985

(16,222)

852,802

52,239

(120,647)

(196,059)

668,760

 

 

Profit for the period

-

-

-

-

-

-

-

20,081

20,081

 

Other comprehensive income

-

-

-

-

-

-

(5,614)

-

(5,614)

 

Total comprehensive income for the period

-

-

-

-

-

-

(5,614)

20,081

14,467

 

 

Warrants exercised

9/10

104

2,922

(417)

-

-

-

-

-

2,609

 

Own shares disposed

11

-

-

-

3,533

-

-

-

4,530

8,063

 

Own shares acquired

11

-

-

-

(13,982)

-

-

-

-

(13,982)

 

Own shares allocated

11

-

-

-

2,403

-

-

-

(2,403)

-

 

Ordinary shares cancelled under the tender offer

9/11

(34)

(2,312)

-

-

-

-

-

-

(2,346)

 

Share-based payments

13c

-

-

-

-

-

-

-

7,296

7,296

 

Transfer in respect of capital profits

-

-

-

-

-

33,011

-

(33,011)

-

 

 

At 30 June 2012

11,278

84,064

1,568

(24,268)

852,802

85,250

(126,261)

(199,566)

684,867

 

 

At 1 January 2013

11,131

71,475

1,367

(24,145)

852,802

102,808

(123,697)

(202,779)

688,962

 

 

Profit for the period

-

-

-

-

-

-

-

54,404

54,404

 

Other comprehensive income

-

-

-

-

-

-

4,914

-

4,914

 

Total comprehensive income for the period

-

-

-

-

-

-

4,914

54,404

59,318

 

 

Warrants exercised

9/10

10

266

(38)

-

-

-

-

-

238

 

Own shares allocated

11

-

-

-

626

-

-

(626)

-

 

Ordinary shares cancelled under the tender offer

9/11

(274)

(19,845)

-

195

-

-

-

-

(19,924)

 

Share-based payments

13c

-

-

-

-

-

-

-

488

488

 

Transfer to retained earnings

-

-

-

-

-

-

(6,808)

6,808

-

 

Transfer in respect of capital profits

-

-

-

-

-

32,597

-

(32,597)

-

 

 

At 30 June 2013

10,867

51,896

1,329

(23,324)

852,802

135,405

(125,591)

(174,302)

729,082

 

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.

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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