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Half Yearly Report

30th Aug 2011 07:00

RNS Number : 1661N
Raven Russia Limited
30 August 2011
 



30 August 2011

 

Raven Russia Limited ("Raven Russia" or the "Company")

 

Results for the six months ended 30 June 2011

 

The Board of Raven Russia releases below the results for the six month ended 30 June 2011.

 

 

Highlights

 

 

- 188,000 sqm of new lettings since 31 December 2010

 

- 832,000 sqm (84%) of portfolio now let

 

- 27,000 sqm of PLAs and LOIs signed at today's date

 

- annualised consolidated NOI now $112 million

 

- increases to $115 million on conversion of PLA s and LOIs

 

- portfolio ERV of $129 million and portfolio ERV yield of 12%

 

- increases to $135 million on completion of Klimovsk phase 2

 

- profit before tax of $86 million for the period

 

- basic EPS of 14 cents

 

- cash balance at 30 June 2011 of $129 million and $115 million at today's date

 

- adjusted fully diluted NAV per share of 117 cents

 

- tender offer buy back of 1 in 46 shares at 58 pence proposed

 

- equivalent of 1.25 pence dividend

 

 

 

Richard Jewson, Chairman, said "The market in which we operate continues to improve and we look to the future with confidence."

 

Glyn Hirsch, CEO, said "Our focussed piece of the world, logistics warehousing in Russia, looks great. Growing economy, improving consumer markets, combined with a structural undersupply of space are excellent ingredients. There is no sign, yet, of a development boom whilst construction finance remains tight and the global players ignore Russia."

 

 

 

Enquiries

 

Raven Russia Limited Tel: + 44 (0) 1481 712955

Anton Bilton

Glyn Hirsch

 

Cardew Group Tel: + 44 (0) 207 930 0777

Tim Robertson

Alexandra Stoneham

 

Singer Capital Markets Limited Tel: +44 (0) 203 205 7500

Corporate Finance- James Maxwell

Sales - Alan Geeves / James Waterlow

 

Matrix Corporate Capital LLP Tel:+44(0) 203 2067000

Corporate Finance - Roger Clarke

Sales- Carl Gough

 

This announcement contains forward-looking statements that involve risk and uncertainties. The Group's actual results could differ materially from those estimated or anticipated in the forward-looking statements as a result of many factors. Information contained in this announcement relating to the Company should not be relied upon as a guide to future performance.

About Raven 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 and Warrants are listed on the Main Market of the London Stock Exchange with a market capitalisation of approximately £260 million, operates out of offices in Guernsey, Moscow and Cyprus.

 

To date, completed a portfolio of circa 1 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

 

Introduction

 

I am pleased to announce the Group's results for the six months ended 30 June 2011.

 

At today's date our annualised, consolidated net operating income ("NOI") is $112 million, increasing to $115 million including pre-let agreements ("PLAs") and letters of intent ("LOIs") and before cost of vacant space. This represents 188,000 square metres ("sqm") of signed leases in the year to date and a further 27,000 sqm of PLAs and LOIs.

 

Reported NOI was $37.4million for the period (30 June 2010: $27.1million). Profit before tax was $86.4 million (30 June 2010:$8.1 million), earnings per share were 14 cents (30 June 2010:1 cent), basic NAV per share was $1.26 (31 December 2010:$1.16) and adjusted, fully diluted NAV per share was $1.17 (31 December 2010: $1.05).

 

The external valuation carried out by Jones Lang Lasalle ("JLL") as at 30 June is reflected in the carrying value of our completed assets of $1,078 million, an increase of $103.8million since 31 December 2010. The portfolio has an estimated rental value ("ERV") of $129 million excluding our project at Klimovsk, which we expect to add a further $6 million to ERV making a total of $135 million.

 

Our period end cash balance was $129 million (31 December 2010: $108 million) with net debt of $363 million (31 December: $324 million).

 

We can continue our progressive policy of distributions to shareholders and propose a tender offer buy back with terms set out below.

 

I am pleased that our preference shares have now moved to The Official List alongside our ordinary shares and warrants. This can only help the profile of our maturing business.

 

As is evidenced by our results, the market in which we are operating is continuing to improve and we look forward to the future with confidence.

 

Results

 

In the six months to 30 June 2011 the company made a pre-tax profit of $86.4 million (30 June 2010: $8.1million) including revaluation gains of $103.8 million (30 June 2010: $31 million).

 

This equates to earnings per share of 14 cents (30 June 2010:1 cent) and EPRA loss per share of 3.5 cents (30 June 2010: loss of 4.6 cents).

 

NOI for the six months of $37.4 million (30 June 2010: $27.1 million) is after absorbing operating costs on vacant space of $8 million in the period (30 June 2010: $11.5 million), although the level of vacancy is reducing rapidly and at today's date stands at 16%.

 

Ongoing operating profit was $14.3 million (30 June 2010: $9.5 million) after share based payment charges of $5.9 million (30 June 2010: $4.5 million), foreign exchange losses of $2.4 million (30 June 2010: profit of $1.2 million) and depreciation of $1 million (30 June 2010: $0.2 million). Administrative expenses for the Group were $13.8 million (30 June 2010: $14.1 million) before share based payments, depreciation and foreign exchange. This reflects our stable overhead base, additional NOI making a direct cash contribution to profit.

 

This generated healthy operating cash inflows for the period of $28.9 million (30 June 2010: $14.8 million). New borrowings in the period more than covered debt servicing commitments and cash had a net increase of $19.5 million since the year end after dividend payments of $8.6 million.

 

Net finance costs, before mark to market valuation of financial instruments and amortisation of costs for the period were $30.2 million. (30 June 2010: $30.1million) including the preference share charge of $14.6 million. At the period end the Group had bank debt of $482 million (31 December 2010: $423 million) and cash balances of $129 million (31 December 2010: $108 million).

 

Tender Offer

 

After the recent market turbulence we again find our share price at a significant discount to our adjusted, fully diluted NAV per share, 34% at today's price of 47.5 pence. At this level, we believe that a tender offer buy back remains the most efficient way of returning cash to shareholders. Accordingly, we intend to implement a tender offer buy back of 1 in 46 ordinary shares at 58 pence, a premium of 22% to the current price and the equivalent of a dividend of 1.25 pence per share. The tender offer will be subject to the approval of shareholders and warrantholders and a circular setting out full details and convening the respective meetings will be posted shortly. It is expected that the tender offer will complete in early October 2011.

 

Net Asset Value

 

Basic NAV per share was $1.26 at 30 June 2011 (31 December 2010: $1.16). Fully diluted NAV per share at today's sterling exchange rate is 71 pence.

 

The increase in NAV from $580 million at the year end to $644 million follows the formal bi- annual valuation of our completed portfolio by JLL. Based on this valuation, our investment properties are carried at $1,078million at 30 June, an increase of $103.8million over the 31 December 2010 valuations. This represents an ERV yield of 12% and a capital value of $1,067 per sqm for the warehouse portfolio (31 December 2010: 12.8% and $927 per sqm).

 

Financing

 

Total bank debt outstanding at 30 June 2011 was $482 million (31 December 2010: $423 million) at a weighted average cost to the Group of 7.0% (31 December 2010: 7.0%) and a weighted term to maturity of 3 years (31 December 2010: 3 years). The Group's gearing ratio was 38% (31 December 2010: 36%).

 

In January, we completed a $30 million, 7 year term loan with Marfin Bank secured on our Lobyna warehouse and in June we completed a $38 million, 9 year term facility for the completed phase 1 of our Klimovsk project.

 

Shortly after the end of the reporting period, the Group signed an amendment to the existing facility agreement with Aareal bank, refinancing and extending the current $109m facility secured on the Istra complex. A further $34million will be available at completion, which is expected in the last quarter and the overall loan term has been extended by 5 years until April 2016. All other commercial terms remain the same.

 

Documentation on the refinancing of the $57 million HSH Nordbank construction loan secured on the Noginsk project and maturing in October has now commenced with Unicredit. Further announcements regarding terms and timing will follow in due course once the facility agreement is agreed and signed.

 

Hedging

 

Following the completion of the Marfin facility on the Lobyna asset, the US LIBOR risk on the $30 million exposure was hedged in January with a cap on a three year term with a 3.50% strike rate.

 

The existing swap for the Istra project that was due to expire in December this year was renewed with a forward swap for $115 million at a rate of 1.86% until loan expiry in April 2016. The combined effect of these new hedges extends the overall cap profile on $151 million of debt from 2 years to 4.5 years at an average strike of 3.1% and extends the overall swaps profile on $255 million of debt from 1 year to 3 years at an average fixed rate of 2.7%.

 

Conclusion

 

So, in summary, significant new lettings, rental growth, increased operating cash inflows and improving valuations. We look forward to more of the same in the second half of the year.

 

Richard Jewson

Chairman

29 August 2011

 

 

Chief Executive's Statement

 

Our market and Russia generally, show steady improvement.

 

Tenant demand continues to strengthen. Since 31 December 2010 we have leased a further 188,000 sqm adding an additional $28 million of annualised NOI and our annualised consolidated NOI is $112 million before cost on vacant space. This rises to $115 million on conversion of PLAs and LOIs.

 

At Noginsk, Moscow, we completed the largest letting in the market this year, leasing 76,000 sqm for 10 years to X5 Retail Group, who are the largest retailer in Russia. Works to improve the property, including conversion to cold storage, are in hand and X5 are expected to take occupation in the 3rd quarter.

 

We should achieve $129 million of NOI when fully let with a further increase of $6 million next year from the 53,000 sqm we are building at Klimovsk phase 2.

 

Valuations have improved a lot, mainly as a result of rents rising to reflect an increasing shortage of vacant space, particularly in Moscow. There is still very little new construction so this improving rental trend looks set to continue.

 

Yield compression has started as we see more investors becoming interested in the fundamentals we have known for some time. I still think it has a long way to go, but we will have to wait and see what happens.

 

Colliers report that rents in Sao Paolo, Brazil are $230 per sqm. Elsewhere JLL believe that yields in China will tighten from their current level of 8.5%. The rents and yields in the Moscow market look comparatively undemanding and we expect a rerating to take place as yield hungry investors realize the potential of the sector in Russia.

 

Our whole organisation has been driven to improve NOI (i.e. let our vacant space) whilst keeping a stable cost base and secure financing. We are closing in on all of our NOI targets and inevitably we, and our shareholders, are starting to dare to think about growth.

 

Selective, controlled new development seems the best route to underpin growth at the moment. It has proved difficult to agree terms on income producing assets at the right price although we continue to try. We already own high quality land and have attractive land acquisitions under negotiation. This will allow us to increase our investment portfolio at attractive yields on cost without getting over-exposed to development or over-extending our balance sheet.

 

A modest target of organically growing our investment portfolio by 5 to 10 percent each year will produce excellent growth in the medium to long term.

 

Across the portfolio we are looking at opportunities to develop additional space on land we already own as the marginal returns are attractive. We have identified the possibility to add a further 100,000 sqm across three sites in Moscow and one in Rostov. Construction on these sites will commence during 2012, if favourable market conditions persist.

 

As our portfolio matures more opportunities are available for active value enhancing management. In Moscow we have signed contracts to buy an additional 8ha of land adjacent to our Klimovsk project where we estimate we can build an additional 45,000 sqm. In St Petersburg we have sold 2ha of surplus land to Johnson Controls.

 

Our focussed piece of the world, logistics warehousing in Russia, looks great. Growing economy, improving consumer markets combined with a structural under supply of space are excellent ingredients. There is no sign, yet, of a development boom whilst construction finance remains tight and the global players ignore Russia.

 

If these local factors start to change it will probably mean that rents have gone up and yields down which will be good for us.

 

The "global macro" continues to look awful. Gold coins, tinned food and bottled water still appeal to me. There is too much debt in the West both in countries and with individuals and you can't create the wage inflation necessary to make this go away in the new globalised world with lots of capacity. The best solution to this is a long period of debt repayment so here comes low growth (if we're lucky) and deflation.

 

The reason for saying what I think is that it impacts on Raven Russia's strategy. The worry is that these problems hit the world's banks again and credit becomes more difficult for us in Russia. We are focussed on prolonged stable banking arrangements in asset-specific structures. We also love cash flow.

 

The original aim of Raven Russia was to create a focussed, high quality, high yielding property portfolio that, sensibly financed, could pay attractive dividends to our shareholders. The last six years have not gone perfectly to plan but although it has taken longer and our share structure has changed from our original one, the property piece is nearly there.

 

As we go into 2012, our improving NOI should make us profitable and cash generative each quarter. This will allow us to continue paying out through buy-backs or dividend depending on where our shares trade against NAV at any given time.

 

We have finally removed the annoyance of our preference shares trading on AIM. They moved to the Official List in July giving the specific opportunity to UK individual holders of sheltering their income in ISAs.

 

Overall, we are planning more of the same in the next six months and look forward to reporting continued progress at the end of the year.

 

Glyn Hirsch

Chief Executive Officer

29 August 2011

 

Corporate Governance

Principal risks and uncertainties

 

Internal controls and an effective risk management regime are integral to the Group's continued operation. The Group considers its principal risks to be:

 

Strategic risks

Our ability to anticipate, manage and take advantage of changes in the economic environment.

 

Real estate and development risks

Potential loss of income and increased vacancy due to customer default, falling demand or over supply.

 

Financial risks

A material fall in the Group's property asset vales or rental income could lead to a breach of financial; covenants within its credit facilities, which in turn could lead to credit facilities being cancelled.

 

Deterioration in the Group's credit profile, a decline in debt market conditions or general rise in interest rates could impact the cost and availability of borrowings

 

Foreign exchange rate changes could reduce the US Dollar value of assets and earnings.

 

There have been no significant changes to these risks in the period. The risk management processes adopted by the Group, together with a detailed analysis of these risks are described in the Annual Report of the Group for the year ended 31 December 2010.

 

Going concern

 

The financial position of the Group, its cash flows, liquidity and borrowings are described in the Chief Executive's Statement 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 or Raven Russia Limited are disclosed in the Annual Report of the Group for the year ended 31 December 2010.

This responsibility statement was approved by the board of directors on the 29 August 2011 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 half-yearly financial report for the six months ended 30 June 2011 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 Notes to the Condensed Unaudited Financial Statements 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 half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Services 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 half-yearly 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 half-yearly financial report for the six months ended 30 June 2011 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 Services Authority.

 

 

Ernst & Young LLP

London

Date 29 August 2011

 

 

 

Condensed Unaudited Group Income Statement

For the six months ended 30 June 2011

 Six months ended 30 June 2011

 Six months ended 30 June 2010

Note

 Revenue

 Capital

 Total

 Revenue

 Capital

 Total

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

Gross revenue

2

72,443

-

72,443

62,743

-

62,743

Property operating expenditure and cost of sales

(35,046)

-

(35,046)

(35,624)

-

(35,624)

Net rental and related income

2

37,397

-

37,397

27,119

-

27,119

Administrative expenses

(14,814)

-

(14,814)

(14,356)

-

(14,356)

Share-based payments

(5,878)

-

(5,878)

(4,501)

-

(4,501)

Foreign currency (losses) / profits

(2,374)

(2,374)

1,233

 (4,396)

(3,163)

Operating expenditure

(23,066)

-

(23,066)

(17,624)

(4,396)

(22,020)

Operating profit / (loss) before profits and losses on investment properties

2

14,331

-

14,331

9,495

(4,396)

5,099

Unrealised profit on revaluation of investment property

4

-

103,801

103,801

-

30,701

30,701

Unrealised loss on revaluation of investment property under construction

5

-

(267)

(267)

-

-

-

Operating profit

2

14,331

103,534

117,865

9,495

26,305

35,800

Finance income

2,310

-

2,310

2,304

2,215

4,519

Finance expense

(33,303

(442)

(33,745)

(32,250)

-

(32,250)

(Loss) / profit before tax

(16,662)

103,092

86,430

(20,451)

28,520

8,069

Tax

158

(15,440)

(15,282)

449

(3,748)

(3,299)

(Loss) / profit for the period

(16,504)

87,652

71,148

(20,002)

24,772

 4,770

Earnings per share:

3

Basic (cents)

13.99

0.99

Diluted (cents)

12.25

0.86

Adjusted (EPRA) earnings per share:

3

Basic (cents)

(3.48)

(4.62)

Diluted (cents)

(3.48)

(4.62)

The total column of this statement represents the Group's Income Statement, prepared in accordance with IFRS as adpoted by the EU. The revenue and capital columns are supplied as supplementary information permitted by IFRS as adopted by the EU.

 

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 Balance Sheet

As at 30 June 2011

 31 December

30 June 2011

2010

30 June 2010

Note

US$'000

US$'000

US$'000

Non-current assets

Investment property

4

1,078,131

942,950

905,816

Investment property under construction

5

125,379

106,741

103,363

Plant and equipment

5,674

6,682

8,006

Intangible assets

6

13,575

13,498

13,442

Other receivables

18,935

15,522

20,254

Derivative financial instruments

225

347

706

Deferred tax assets

54,997

61,219

58,923

1,296,916

1,146,959

1,110,510

Current assets

Inventory

55,043

56,341

55,831

Trade and other receivables

39,592

34,737

48,751

Derivative financial instruments

-

102

906

Cash and short term deposits

129,396

107,641

113,271

224,031

198,821

218,759

Disposal group assets classified as held for sale

-

-

51,490

Total assets

1,520,947

1,345,780

1,380,759

Current liabilities

Trade and other payables

81,582

47,938

56,896

Derivative financial instruments

1,004

1,682

-

Interest bearing loans and borrowings

7

108,436

89,845

50,721

191,022

139,465

107,617

Non-current liabilities

Interest bearing loans and borrowings

7

383,626

342,205

395,301

Preference shares

8

220,032

217,425

206,003

Other payables

21,338

25,168

24,514

Derivative financial instruments

3,756

4,439

7,052

Deferred tax liabilities

56,693

36,714

27,065

685,445

625,951

659,935

Liabilities associated with disposal groups

classified as held for sale

-

-

51,490

Total liabilities

876,467

765,416

819,042

Net assets

644,480

580,364

561,717

Equity

Share capital

9

10,206

10,196

9,971

Share premium

55,412

55,119

48,102

Warrants

10

5,991

6,033

8,411

Own shares held

11

(7,633)

(12,241)

(12,241)

Special reserve

852,802

852,802

870,692

Capital reserve

16,500

(71,152)

(126,790)

Translation reserve

(117,965)

(109,354)

(103,334)

Retained earnings

(170,833)

(151,039)

(133,094)

Total equity

644,480

580,364

561,717

Net asset value per share (dollars):

12

Basic

1.26

1.16

1.15

Diluted

1.10

1.01

0.96

Adjusted net asset value per share (dollars):

12

Basic

1.34

1.20

1.14

Diluted

1.17

1.05

0.95

The accompanying notes are an integral part of this statement.

 

Condensed Unaudited Group Statement Of Other Comprehensive Income

For the six months ended 30 June 2011

Six months ended

Six months ended

30 June 2011

30 June 2010

US$'000

US$'000

Profit for the period

71,148

4,770

Foreign currency translation

8,826

4,537

Tax relating to foreign currency translation

(17,437)

4,805

Other comprehensive income, net of tax

(8,611)

9,342

Total comprehensive income for the period, net of tax

62,537

14,112

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 Changes In Equity

For the six months ended 30 June 2011

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 2010

9,924

46,858

8,584

(13,841)

870,692

(151,562)

(112,676)

(112,096)

545,883

Profit for the period

-

-

-

-

-

-

-

4,770

4,770

Other comprehensive income

-

-

-

-

-

-

9,342

-

9,342

Total comprehensive income for the period

-

-

-

-

-

-

9,342

4,770

14,112

Ordinary dividends paid

-

-

-

-

-

-

-

(3,897)

(3,897)

Warrants exercised

47

1,244

(173)

-

-

-

-

-

1,118

Own shares allocated

11

-

-

-

1,600

-

-

-

(1,600)

-

Share-based payment expense

13b

-

-

-

-

-

-

-

4,501

4,501

Transfer in respect of capital profits

-

-

-

-

-

24,772

-

(24,772)

-

At 30 June 2010

9,971

48,102

8,411

(12,241)

870,692

(126,790)

(103,334)

(133,094)

561,717

At 1 January 2011

10,196

55,119

6,033

(12,241)

852,802

(71,152)

(109,354)

(151,039)

580,364

Profit for the period

-

-

-

-

-

-

-

71,148

71,148

Other comprehensive income

-

-

-

-

-

-

(8,611)

-

(8,611)

Total comprehensive income for the period

-

-

-

-

-

-

(8,611)

71,148

62,537

Ordinary dividends paid

-

-

-

-

-

-

-

(8,578)

(8,578)

Warrants exercised

9/10

10

293

(42)

-

-

-

-

-

261

Own shares disposed

11

-

-

-

1,739

-

-

-

2,442

4,181

Own shares acquired

11

-

-

-

(163)

-

-

-

-

(163)

Own shares allocated

11

-

-

-

3,032

-

-

-

(3,032)

-

Share-based payment expense

13b

-

-

-

-

-

-

-

5,878

5,878

Transfer in respect of capital profits

-

-

-

-

-

87,652

-

(87,652)

-

At 30 June 2011

10,206

55,412

5,991

(7,633)

852,802

16,500

(117,965)

(170,833)

644,480

The accompanying notes are an integral part of this statement.

 

 

Condensed Unaudited Group Cash Flow Statement

For the six months ended 30 June 2011

 Six months ended

 Six months ended

 30 June 2011

 30 June 2010

Note

US$'000

US$'000

Cash flows from operating activities

Profit before tax

86,430

8,069

Adjustments for:

Depreciation

1,027

966

Inventory write down

2,067

-

Finance income

(2,310)

(4,519)

Finance expense

33,745

32,250

Profit on revaluation of investment property

(103,801)

(30,701)

Loss on revaluation of investment property under construction

267

-

Foreign exchange losses arising from non-operating activities

2,374

3,163

Recognised share-based payments

5,878

4,501

25,677

13,729

Increase in operating receivables

(3,687)

(2,957)

Decrease in other operating current assets

1,066

5,412

Increase in operating payables

7,396

536

30,452

16,720

Tax paid

(1,520)

(1,905)

Net cash generated from operating activities

28,932

14,815

Cash flows from investing activities

Payments for investment property under construction

(25,824)

(19,956)

(Payments) / refunds of VAT on construction

(3,414)

20,056

Proceeds from disposal of investment property

1,380

-

Proceeds from sale of plant and equipment

272

-

Purchase of plant and equipment

(129)

(2,313)

Loans advanced

(2,554)

(713)

Loans repaid

1,097

-

Interest received

639

973

Settlement of maturing forward currency financial instruments

(180)

233

Net cash used in investing activities

(28,713)

(1,720)

Cash flows from financing activities

Proceeds from long term borrowings

68,000

33,211

Repayment of long term borrowings

(11,375)

(24,141)

Bank borrowing costs paid

(15,741)

(16,096)

Exercise of warrants

261

1,118

Own shares acquired

(163)

-

Dividends paid on preference shares

(13,167)

(12,385)

Ordinary dividends paid

(8,578)

(3,802)

Net cash generated by / (used in) financing activities

19,237

(22,095)

Net increase / (decrease) in cash and cash equivalents

19,456

(9,000)

Opening cash and cash equivalents

15

107,641

123,782

Effect of foreign exchange rate changes

2,299

(1,506)

Closing cash and cash equivalents

15

129,396

113,276

The accompanying notes are an integral part of this statement.

 

 

Notes to the Condensed Unaudited Financial Statements

For the six months ended 30 June 2011

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 the principles set out in International Accounting Standard (IAS 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 2010.

Significant accounting policies

The same accounting policies, presentation and methods of computation are followed in these condensed financial statements as those followed in the preparation of the Group's financial statements for the year ended 31 December 2010, which were prepared in accordance with IFRS as adopted by the EU.

The Group has adopted new and amended IFRS and IFRIC interpretations as of 1 January 2011, which did not have any effect on the financial performance or financial position of the Group and in many cases did not have any relevance to the activities of the Group. These were:

IAS 24 Related Party Transactions (Amendment)

IFRIC 14 Prepayments of a Minimum Funding Requirement (Amendment)

Improvements to International Financial Reporting Standards (issued May 2010)

The Group has not early adopted any other standard, intepretation 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 the Group. 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 - construct and sell residential property in the UK.

 

 

For the six months ended 30 June 2011

Property

Raven

Central

Investment

Roslogistics

Mount

Overhead

Total

US$'000

US$'000

US$'000

US$'000

US$'000

Gross Revenue

56,432

12,125

3,886

-

72,443

Operating costs / Cost of sales

(22,035)

(7,131)

(5,880)

-

(35,046)

Net operating income

34,397

4,994

(1,994)

-

37,397

Administrative expenses

Running general & administration expenses

(7,209)

(1,540)

(1,779)

(3,259)

(13,787)

Depreciation

(310)

(711)

(6)

-

(1,027)

Share-based payments

(1,371)

-

-

(4,507)

(5,878)

25,507

2,743

(3,779)

(7,766)

16,705

Unrealised profit on revaluation of investment property

103,801

-

-

-

103,801

Unrealised profit on revaluation of investment

property under construction

(267)

-

-

-

(267)

Segment profit / (loss)

129,041

2,743

(3,779)

(7,766)

120,239

Foreign currency losses

(2,374)

Finance income

2,310

Finance expense

(33,745)

Profit before tax

86,430

As at 30 June 2011

Property

Raven

Investment

Roslogistics

Mount

Total

US$'000

US$'000

US$'000

US$'000

Assets

Investment property

1,078,131

-

-

1,078,131

Investment property under construction

125,379

-

-

125,379

Inventory

-

-

55,043

55,043

Cash and short term deposits

122,970

3,202

3,224

129,396

Segment assets

1,326,480

3,202

58,267

1,387,949

Other non-current assets

93,406

Other current assets

39,592

Total assets

1,520,947

Segment liabilities

Interest bearing loans and borrowings

485,173

-

6,889

492,062

Capital expenditure

Payments for investment property under construction

25,824

-

-

25,824

For the six months ended 30 June 2010

Property

Raven

Central

Investment

Roslogistics

Mount

Overhead

Total

US$'000

US$'000

US$'000

US$'000

US$'000

Gross Revenue

45,097

10,479

7,167

-

62,743

Operating costs / Cost of sales

(20,715)

(9,528)

(5,381)

-

(35,624)

Net operating income

24,382

951

1,786

-

27,119

Administrative expenses

Running general & administration expenses

(7,316)

(1,932)

(1,420)

(3,467)

(14,135)

Depreciation

(159)

(51)

(11)

-

(221)

Share-based payments

(987)

-

-

(3,514)

(4,501)

15,920

(1,032)

355

(6,981)

8,262

Unrealised profit on revaluation of investment property

30,701

-

-

-

30,701

Segment profit / (loss)

46,621

(1,032)

355

(6,981)

38,963

Foreign currency losses

(3,163)

Finance income

4,519

Finance expense

(32,250)

Profit before tax

8,069

As at 30 June 2010

Property

Raven

Investment

Roslogistics

Mount

Total

US$'000

US$'000

US$'000

US$'000

Assets

Investment property

905,816

-

-

905,816

Investment property under construction

103,363

-

-

103,363

Inventory

-

-

55,831

55,831

Cash and short term deposits

88,723

1,338

23,210

113,271

Segment assets

1,097,902

1,338

79,041

1,178,281

Disposal group assets

51,490

Other non-current assets

101,331

Other current assets

49,657

Total assets

1,380,759

Segment liabilities

Interest bearing loans and borrowings

430,723

-

15,299

446,022

Capital expenditure

Payments for investment property under construction

19,956

-

 

-

19,956

As at 31 December 2010

Property

Raven

Investment

Roslogistics

Mount

Total

US$'000

US$'000

US$'000

US$'000

Assets

Investment property

942,950

-

-

942,950

Investment property under construction

106,741

-

-

106,741

Inventory

-

-

56,341

56,341

Cash and short term deposits

102,463

2,306

2,872

107,641

Segment assets

1,152,154

2,306

59,213

1,213,673

Other non-current assets

97,268

Other current assets

34,839

Total assets

1,345,780

Segment liabilities

Interest bearing loans and borrowings

422,738

-

9,312

432,050

Capital expenditure

Payments for investment property under construction

35,669

-

-

35,669

 

 

3. Earnings per share

The calculation of basic and diluted earnings per share is based on the following data:

30 June 2011

30 June 2010

US$'000

US$'000

Earnings

Earnings for the purposes of basic and diluted earnings per share being the profit for the period

71,148

4,770

Adjustments to arrive at EPRA earnings:

Unrealised profit on revaluation of investment property

(103,801)

(30,701)

Unrealised loss on revaluation of investment property under construction

267

-

Loss / (Profit) on maturing foreign currency derivative financial instruments

9

 (233)

Loss on closure of interest rate derivative financial instruments

4

-

Change in fair value of open forward currency derivative financial instruments

432

(1,981)

Change in fair value of open interest rate derivative financial instruments

(1,223)

2,101

Movement in deferred tax thereon

15,440

3,748

Adjusted EPRA earnings

(17,724)

(22,296)

30 June 2011

30 June 2010

Number of shares

No '000

No '000

Weighted average number of ordinary shares for the purpose of basic EPS and basic EPRA EPS (excluding own shares held)

508,700

483,113

Effect of dilutive potential ordinary shares:

Listed warrants

62,667

66,451

ERS

3,662

1,775

LTIP

5,700

486

Weighted average number of ordinary shares for the purposes of diluted EPS and diluted EPRA EPS (excluding own shares held)

580,729

551,825

30 June 2011

30 June 2010

Cents

Cents

EPS basic

13.99

0.99

Effect of dilutive potential ordinary shares:

Listed warrants

(1.53)

(0.12)

ERS

(0.08)

(0.01)

LTIP

(0.13)

-

Diluted EPS

12.25

0.86

EPRA EPS basic

(3.48)

(4.62)

Effect of dilutive potential ordinary shares:

Listed warrants

-

-

ERS

-

-

LTIP

-

-

EPRA diluted EPS

(3.48)

(4.62)

4. Investment property

30 June 2011

31 December 2010

30 June 2010

 US$'000

 US$'000

US$'000

At 1 January

942,950

878,775

878,775

Transfer from investment property under construction (note 5)

-

25,533

-

Property improvements and movement in completion provisions

31,380

4,688

(3,660)

Disposals

-

(28,844)

-

Unrealised profit on revaluation

103,801

62,798

30,701

At 30 June / 31 December

1,078,131

942,950

905,816

5. Investment property under construction

30 June 2011

31 December 2010

30 June 2010

 US$'000

 US$'000

US$'000

At 1 January

106,741

101,280

101,280

Costs incurred

13,162

18,998

4,389

Disposals

-

(3,821)

-

Effect of foreign exchange rate changes

5,743

(636)

(2,306)

Transfer to investment property (note 4)

-

(25,533)

-

Unrealised (loss) / profit on revaluation

(267)

16,453

-

At 30 June / 31 December

125,379

106,741

103,363

Comprising:

Assets under construction

29,126

15,300

23,682

Additional phases of completed property

42,025

41,360

31,259

Landbank

54,228

50,081

48,422

At 30 June / 31 December

125,379

106,741

103,363

6. Intangible assets

30 June 2011

31 December 2010

30 June 2010

 US$'000

 US$'000

US$'000

Goodwill

At 1 January

13,498

13,442

13,442

Effect of foreign exchange rate changes

77

56

-

At 30 June / 31 December

13,575

13,498

13,442

7. Interest bearing loans and borrowings

30 June 2011

31 December 2010

30 June 2010

 US$'000

 US$'000

US$'000

(a) Bank loans

Loans due for settlement within 12 months

98,545

82,194

46,168

Loans due for settlement after 12 months

383,626

340,366

390,772

482,171

422,560

436,940

(b) Other interest bearing loans

Loans due for settlement within 12 months

9,891

7,651

4,553

Loans due for settlement after 12 months

-

1,839

4,529

9,891

9,490

9,082

Totals

Loans due for settlement within 12 months

108,436

89,845

50,721

Loans due for settlement after 12 months

383,626

342,205

395,301

492,062

432,050

446,022

The Group's borrowings have the following maturity profile:

On demand or within one year

108,436

89,845

50,721

In the second year

150,389

161,735

76,995

In the third to fifth years

141,080

122,865

271,800

After five years

92,157

57,605

46,506

492,062

432,050

446,022

8. Preference shares

30 June 2011

31 December 2010

30 June 2010

 US$'000

 US$'000

US$'000

Authorised share capital:

400,000,000 preference shares of 1p each

5,891

5,891

5,891

30 June 2011

31 December 2010

30 June 2010

Issued share capital:

Number

Number

Number

At 1 January

144,357,156

143,315,179

143,315,179

Preference shares purchased (note 11)

(2,000,000)

-

-

Scrip dividends

358,791

1,041,977

320,268

At 30 June / 31 December

142,715,947

144,357,156

143,635,447

During the period the trustees of one of the Company's Employee Benefit Trusts sold ordinary shares and acquired preference shares from an independent shareholder of Raven Russia. The trustees subsequently sold the preference shares. Following this the Company moved the preference shares from AIM to the Official List of the London Stock Exchange.

9. Share capital

30 June 2011

31 December 2010

30 June 2010

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 2011

31 December 2010

30 June 2010

Issued share capital:

Number

Number

Number

At 1 January

530,273,204

512,697,594

512,697,594

Issued in the period / year for cash on exercise of warrants

658,948

4,512,713

2,974,818

Issued under the warrant offer

-

21,740,807

-

Cancelled under the tender offer

-

(8,677,910)

-

At 30 June / 31 December

530,932,152

530,273,204

515,672,412

Of the authorised ordinary share capital at 30 June 2011, 112.8 million (30 June 2010: 155.6 million) are reserved for options and warrants.

Details of own shares held are given in note 11.

10. Warrants

30 June 2011

31 December 2010

30 June 2010

Number

Number

Number

At 1 January

101,651,070

142,419,799

142,419,799

Exercised in the period / year

(658,948)

(4,512,713)

(2,974,818)

Cancelled under the warrant offer

-

(36,256,016)

-

At 30 June / 31 December

100,992,122

101,651,070

139,444,981

30 June 2011

31 December 2010

30 June 2010

 US$'000

 US$'000

 US$'000

At 1 January

6,033

8,584

8,584

Exercised in the period / year

(42)

(285)

(173)

Cancelled under the warrant offer

-

(2,266)

-

At 30 June / 31 December

5,991

6,033

8,411

In the period since 30 June 2011 2,430 warrants have been exercised.

11. Own shares held

30 June 2011

31 December 2010

30 June 2010

Number

Number

Number

At 1 January

28,400,054

34,035,054

34,035,054

Acquired in the period / year

150,000

-

-

Disposal

(4,035,054)

-

-

Allocation to satisfy bonus awards (note 13b)

(4,585,000)

(5,635,000)

(5,635,000)

Allocation to satisfy ERS options exercised (note 13a)

(2,450,000)

-

-

At 30 June / 31 December

17,480,000

28,400,054

28,400,054

 

 

 

 

Allocations are transfers by the Company's Employee Benefit Trusts to satisfy bonus awards made in the period and to satisfy ERS options exercised in the period following the vesting of the options. Details of outstanding ERS options, which are vested but unexercised, are given in note 13a.

The disposal in the period relates to the share transactions undertaken by one of the Company's Employee Benefit Trusts more fully explained in

note 8.

 

12. Net asset value per share

30 June 2011

31 December 2010

30 June 2010

US$'000

US$'000

US$'000

Net asset value

644,480

580,364

561,717

Intangible assets - goodwill

(13,575)

(13,498)

(13,442)

Deferred tax on revaluation gains

35,996

20,556

12,209

Unrealised foreign exchange losses / (gains) on preference shares

15,025

9,372

(13,758)

Fair value of interest rate derivative financial instruments

4,375

5,774

6,562

Adjusted net asset value

686,301

602,568

553,288

Assuming exercise of all dilutive potential ordinary shares

 - Listed warrants (note 10)

40,536

39,789

52,156

 - ERS (note 13)

-

-

-

 - LTIP (note 13)

3,711

3,619

3,458

Adjusted fully diluted net asset value

730,548

645,976

608,902

30 June 2011

31 December 2010

30 June 2010

No

No

No

Number of ordinary shares (note 9)

530,932,152

530,273,204

515,672,412

Less own shares held (note 11)

(17,480,000)

(28,400,054)

(28,400,054)

513,452,152

501,873,150

487,272,358

Assuming exercise of all dilutive potential ordinary shares

 - Listed warrants (note 10)

100,992,122

101,651,070

139,444,981

 - ERS (note 13)

2,550,000

5,000,000

5,000,000

 - LTIP (note 13)

9,245,946

9,245,946

9,245,946

Number of ordinary shares assuming exercise of all listed warrants

626,240,220

617,770,166

640,963,285

30 June 2011

31 December 2010

30 June 2010

US$

US$

US$

Net asset value per share

1.26

1.16

1.15

Fully diluted net asset value per share

1.10

1.01

0.96

Adjusted net asset value per share

1.34

1.20

1.14

Adjusted fully diluted net asset value per share

1.17

1.05

0.95

 

 

 

13. Share-based payments

Period 1/1/11 to 30/6/11

Period 1/1/10 to 30/6/10

No of options

Weighted

No of options

Weighted

(a) Movements in adviser and employee share-based payments

average

average

exercise

exercise

price

price

Outstanding at the beginning of the period

14,245,946

16p

4,740,833

100p

Issued during the period

 - ERS

-

3,225,000

0p

 - LTIP

-

8,225,946

25p

Exercised during the period

 - ERS

(2,450,000)

 0p

-

-

Outstanding at the end of the period

11,795,946

20p

16,191,779

26p

Represented by:

 - ERS

2,550,000

5,000,000

 - LTIP

9,245,946

9,245,946

 - Advisor options

-

1,945,833

11,795,946

16,191,779

 

ERS options vested during the period and are available for exercise. The LTIP options have yet to vest.

(b) Share-based payment charge

The Group recognised a total share-based payment expense as a result of the ERS and LTIP awards of US$ 1.1 million (2010: US$0.4 million) for the period. Also, and as set out in the 2010 Directors' Remuneration Report approved by the shareholders, the Company utlised 4.6 million of the ordinary shares held (note 11) to satisfy bonuses to the Executive Directors and senior management. This resulted in a charge of US$4.8 million (2010: US$4.1 million) for the period, giving a total expense of US$5.9 million (2010: US$4.5 million).

 

14. Ordinary dividends

During the period to 30 June 2011 the Company declared and paid a final dividend for the year ended 31 December 2010 of 1 pence per share (31 December 2009: 0.5 pence per share).

 

 

15. Cash and cash equivalents

30 June 2011

31 December 2010

30 June 2010

 

 US$'000

 US$'000

US$'000

 

Cash and cash equivalents included in the cash flow statement comprise:

 

 

Cash and short term deposits per balance sheet

129,396

107,641

113,271

 

Cash included within disposal group assets

-

-

5

 

129,396

107,641

113,276

 

 

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

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