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Half Yearly Report

28th Aug 2012 07:00

RNS Number : 8178K
Raven Russia Limited
28 August 2012
 



28 August 2012

 

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

 

Results for the six months ended 30 June 2012

 

The Board of Raven Russia releases the results for the six months ended 30 June 2012.

 

 

Highlights

 

·; Annualised NOI now $166.7 million;

·; Portfolio 94% let;

·; Underlying earnings in 6 months to 30 June 2012 of $14 million;

·; Operating cash inflow of $49.6 million;

·; Adjusted fully diluted NAV per share up 5 cents to 124 cents;

·; Fully let portfolio yield of 11.7%;

·; Acquisition of 258,000 sqm of fully let space in year to date;

·; Acquisition of 38 ha of permitted land in Moscow;

·; Cash balance currently $150 million;

·; Tender offer buy back of 1 in 46 shares at 70p proposed, equivalent to a 1.5 pence dividend.

 

 

Glyn Hirsch, CEO, said "Our annualised Net Operating Income has increased by 45% in the year to date following a successful acquisition and letting programme, we have a strategic land bank in the Moscow region which will allow us to grow organically and our improving operating cashflow is allowing us to increase distributions to shareholders."

 

Chairman's Statement

 

I am pleased to announce the Group's results for the six months ended 30 June 2012.

 

At today's date, our annualised, consolidated net operating income ("NOI") is $166.7 million, increasing to $168.6 million including pre-let agreements ("PLAs") and letters of intent ("LOIs ") and before the cost of vacant space. This includes 100,000 square metres ("sqm") of new leases signed in the first 6 months. The significant increase over our previously reported numbers also reflects the substantial acquisitions we have made this year.

 

Reported NOI for the period to 30 June was $53.4 million (30 June 2011: $37.4 million). Profit before tax was $29.6 million (30 June 2011: $86.4 million), underlying earnings before tax were $14.3 million (30 June 2011: loss of $5.9 million). Underlying, diluted earnings per share were 2.35 cents (30 June 2011: loss per share of 0.54 cents), basic NAV per share was 120 cents (31 December 2011: 118 cents) and adjusted, fully diluted NAV per share was 124 cents (31 December 2011: 119 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 $1,417 million, an increase of $42.9 million on previous values (see note 4 to the Interim Statement). This includes the asset acquired at Pushkino on 27 June 2012. The fully let portfolio NOI is estimated at $167 million at 30 June 2012 (31 December 2011: $137 million), increasing to $177 million at today's date, including the acquisition of the property at Sholokhovo and the re-gear of leases at Krekshino in July.

 

Our period end cash balance was $187 million (31 December 2011: $182 million) with net debt of $497 million (31 December 2011: $380 million). At today's date, following completion of acquisitions, our cash balance is $150 million and net debt is $563 million.

 

Following the issue of new preference shares in the period, to part finance the acquisition of the Pushkino asset, we now have 194 million preference shares in issue (31 December 2011: 145 million), carried on our balance sheet at $313 million (31 December 2011: $218 million).

 

Operating cashflows increased again, $49.6 million for the first six months (30 June 2011: $28.9 million) as new lettings commenced and the costs of vacant space reduced.

 

We will continue our policy of progressive distributions to shareholders and instead of a dividend, intend to seek shareholder approval for a tender offer buy back, with terms set out below.

 

The market in which we operate continues to improve and we look forward to the future with confidence.

 

Results

 

In the six months to 30 June 2012 the company made a pre-tax profit of $29.6 million (30 June 2011: $86.4 million) including revaluation gains of $40.4 million (30 June 2011: $103.5 million). Underlying earnings before tax for the period were $14.3 million (30 June 2011: loss of $5.9 million).

 

This equates to basic earnings per share of 3.5 cents (30 June 2011: 14 cents) and diluted underlying earnings per share of 2.35 cents (30 June 2011: loss of 0.5 cents).

 

NOI for the period of $53.4 million (30 June 2011: $37.4 million) is after absorbing operating costs on vacant space of $4.5 million (30 June 2011: $8 million) and stock write downs on our UK residential holdings of $10.5 million (30 June 2011: $2 million). The level of vacancy on our investment portfolio has continued to reduce and today stands at 6% (31 December 2011: 17%).

 

Net finance costs, before Market to Market valuation of financial instruments and amortisation of costs for the period were $34.2 million (30 June 2011: 30.2 million) including the preference share charge of $14.5 million (30 June 2011: $14.6 million).

 

Net Asset Value

 

Adjusted, fully diluted NAV per share was 124 cents at 30 June 2012 (31 December 2011: 119 cents). Fully diluted NAV per share at today's sterling exchange rate is 78 pence (31 December 2011: 75 pence).

 

The increase in NAV, from $669 million at the year end to $685 million at 30 June 2012, follows the formal bi-annual valuation of our completed portfolio by JLL. Based on this valuation, our investment properties are carried at a gross value of $1,417 million which represents a fully let portfolio yield of 11.7 per cent (31 December 2011: 11.9%).

 

Financing

 

Total bank debt outstanding at 30 June 2012 was $693 million (31 December 2011: $570 million) at a weighted average cost to the Group of 7.2% (31 December 2011: 7.1%) and a weighted average term to maturity of 4.4 years (31 December 2011: 4.5 years). This includes the $129 million, 5 year investment facility secured on Pushkino and a further draw of $20 million in the period on the facility secured on our Shushari project. The Group's gearing ratio was 42% (31 December 2011: 38%).

 

Despite the continuing deterioration in the global banking environment, we have advanced negotiations on refinancing or rolling over near term maturities of facilities secured on our Krekshino and Constanta assets and expect these to be finalised prior to their maturity dates on favourable terms.

 

We have also received initial credit approval on a facility of $47.5 million secured on our Klimovsk phase 2 project and hope to finalise this in the final quarter of the year. Opportunities for construction finance are also available and we are considering these for our sites at Noginsk, Klimovsk phase 3 and Padikovo.

 

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. $199 million (30 June 2011: $151 million) has been capped for an average of 3.8 years (30 June 2011: 4.5 years) with an average strike rate of 2.5% (30 June 2011: 3.1%). $458 million (30 June 2011: $255 million) has been swapped for an average of 3.3 years (30 June 2011: 3 years) at an average fixed rate of 2.0% (30 June 2011: 2.7%).

 

Since 30 June 2012, we have 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 years to December 2015.

 

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 46 ordinary shares at 70 pence, a premium of 10 per cent to the existing price, and representing the equivalent of a dividend of 1.5 pence per share. The tender offer will be subject to shareholder approval and a circular setting out full details will be posted shortly. It is expected that the tender offer will complete in October.

 

Our business is maturing (we joined the FTSE 250 recently) we are profitable, cashflow positive and making sensible distributions to shareholders.

 

Richard Jewson

Chairman

27 August 2012

 

Chief Executive's Statement

 

The market in which we operate continues to improve. The Russian economy is growing and our tenants are doing well. There is a structural undersupply of logistics warehousing and combined with fragmented competition and limited development finance, this means that the supply/demand dynamics are in the landlord's favour.

 

We have seen continued lettings across the portfolio and rising rents.

 

As I set out at the year end, the core income producing portfolio is performing well, we have virtually no vacant space in Moscow or Rostov and St Petersburg and Novosibirsk are steadily filling up.

 

Since the beginning of the year, we have leased a further 100,000 sqm of space. Valuations have improved slightly, mainly as a result of higher rents. We still await some yield compression.

 

Solid cash-flow progression is underpinning our increasing distributions to shareholders. Since flotation we have distributed $250 million to stakeholders: $156 million to ordinary shareholders by way of dividends and tender offers; $89 million of dividends to preference shareholders; and $5 million to warrant holders following a warrant offer.

 

At the year end I said that the key to our next phase of growth is investment and the use of our cash. During the year to date we have made great progress with this next phase.

 

In the first instance we have purchased Pushkino and Sholokhovo. These are Grade A warehouses in Moscow, are fully let to strong tenants and income producing. They yield 11.5% and 11.75% respectively. After deducting bank interest and preference dividends, issued to finance Pushkino, they contribute $11 million to profits on an annualised basis. This is earnings and cashflow enhancing and is exactly what we want to do. Deals like these are difficult to source but we will continue to seek similar earnings enhancing opportunities.

 

Following these acquisitions the Group's annualised NOI is $166.7 million, this will rise to $177 million when vacant space is let.

 

Due to the timing of completion we will show this newly acquired income for the first time in the second half of the current year with a full contribution in 2013.

 

Secondly we have purchased zoned land in the Moscow region.

 

Demand for Moscow warehouses is strong and supply constrained. This land, combined with additional phases at Klimovsk and Noginsk, gives us the potential to build a further 444,000 sqm in the Moscow region, a potential 54% increase to our Moscow portfolio.

 

This land underpins our organic growth plan for the next few years. Having worked so hard to create a strong income producing portfolio capable of meaningful distributions to shareholders we do not intend to have a large development exposure.

 

We are primarily a property investment company, not a developer.

 

We intend to build out our land in modest phases working closely with potential tenants and banks. As we have said before, adding 50,000 to 100,000 sqm per year of income producing property to the portfolio ensures strong growth for shareholders.

 

Although in Russia we have made good progress with bank refinancing the poor UK mortgage market continues to slow the UK residential market. To reflect our gloomy outlook on the UK market, we have written down our UK stock by $10.5 million. We remain hopeful of converting the carrying value into cash over the medium term.

 

In terms of shareholder distributions we are committed to tender offer buy-backs whilst this can be achieved at discounts to NAV. In the medium to long-term this will add value to shareholders. From correspondence received, some private shareholders seem to feel disadvantaged by this mechanism but this is not correct. A shareholder tendering shares will receive cash equivalent to the quantum of a dividend and, assuming the tender offer is fully taken up, will retain the same percentage shareholding. Even though the number of shares held reduces, the percentage holding of the shareholder remains the same and NAV per share will rise as shares are cancelled at a discount to NAV. I hope that clears up any confusion with this policy.

 

So moving forward we aim to actively manage the existing portfolio, keeping in close contact with our tenants, to conservatively develop out our land holdings and to continue to improve financing terms.

 

We were very pleased to fund part of the Pushkino acquisition cost by way of a further issue of preference shares. It was gratifying to add new, blue chip, institutional shareholders to our register alongside the continued support from existing ones.

 

Whilst we continue to discuss attractive financing terms with banks we are also exploring funding the business with new long-term instruments attractive to institutional investors.

 

The plan is more of the same, a conservative business strategy in a very exciting market.

 

Glyn Hirsch

Chief Executive Officer

27 August 2012

 

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 values 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 2011.

 

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 2011.

This responsibility statement was approved by the Board of Directors on the 27 August 2012 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 2012 which comprises the Condensed Unaudited Group Income Statement, the Condensed Unaudited Group Statement of Comprehensive Income, the Condensed Unaudited Group Balance Sheet, the Condensed Unaudited Group Statement of Changes in Equity, the Condensed Unaudited Group Cash Flow Statement and the related notes 1 to 16. 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 2012 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

27 August 2012

 

 

Condensed Unaudited Group Income Statement

For the six months ended 30 June 2012

 Six months ended 30 June 2012

 Six months ended 30 June 2011

Notes

 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

97,607

-

97,607

72,443

-

72,443

Property operating expenditure and cost of sales

(33,642)

(10,549)

(44,191)

(32,966)

(2,080)

(35,046)

Net rental and related income

2

63,965

(10,549)

53,416

39,477

(2,080)

37,397

Administrative expenses

(17,452)

(708)

(18,160)

(13,384)

(1,430)

(14,814)

Share-based payments

13b

-

(8,934)

(8,934)

-

(5,878)

(5,878)

Foreign currency profits / (losses)

1,509

-

1,509

(2,374)

-

(2,374)

Operating expenditure

(15,943)

(9,642)

(25,585)

(15,758)

(7,308)

(23,066)

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

2

48,022

(20,191)

27,831

23,719

(9,388)

14,331

Unrealised profit on revaluation of investment property

4

-

40,862

40,862

-

103,801

103,801

Unrealised loss on revaluation of investment property under construction

5

-

(451)

(451)

-

(267)

(267)

Operating profit

2

48,022

20,220

68,242

23,719

94,146

117,865

Finance income

1,322

1,549

2,871

1,087

1,223

2,310

Finance expense

(35,035)

(6,478)

(41,513)

(30,690)

(3,055)

(33,745)

Profit / (loss) before tax

14,309

15,291

29,600

(5,884)

92,314

86,430

Tax

(202)

(9,317)

(9,519)

3,148

(18,430)

(15,282)

Profit / (loss) for the period

14,107

5,974

20,081

(2,736)

73,884

71,148

Earnings per share:

3

Basic (cents)

3.51

13.99

Diluted (cents)

3.34

12.25

Underlying earnings per share:

3

Basic (cents)

2.47

(0.54)

Diluted (cents)

2.35

(0.54)

The total column of this statement represents the Group's Income Statement, prepared in accordance with IFRS as adpoted 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 2012

Six months ended

Six months ended

30 June 2012

30 June 2011

US$'000

US$'000

Profit for the period

20,081

71,148

Foreign currency translation

(10,190)

8,826

Tax relating to foreign currency translation

4,576

(17,437)

Other comprehensive income, net of tax

(5,614)

(8,611)

Total comprehensive income for the period, net of tax

14,467

62,537

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 2012

 Share

 Share

 Own Shares

Special

 Capital

 Translation

 Retained

 Capital

 Premium

 Warrants

 Held

 Reserve

 Reserve

 Reserve

 Earnings

 Total

Notes

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

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 payments

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

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

(34)

(2,312)

 -

 -

-

 -

 -

-

(2,346)

Share-based payments

13b

-

-

-

-

-

-

-

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

The accompanying notes are an integral part of this statement.

 

Condensed Unaudited Group Balance Sheet

As at 30 June 2012

 31 December

30 June 2012

2011

30 June 2011

Note

US$'000

US$'000

US$'000

Non-current assets

Investment property

4

1,405,087

1,145,090

1,078,131

Investment property under construction

5

101,798

101,458

125,379

Plant and equipment

6,722

6,711

 5,674

Goodwill

6

13,503

13,475

13,575

Other receivables

13,334

13,084

 18,935

Derivative financial instruments

1,154

1,216

225

Deferred tax assets

60,781

57,994

54,997

1,602,379

1,339,028

1,296,916

Current assets

Inventory

40,197

51,155

55,043

Trade and other receivables

68,932

43,661

39,592

Cash and short term deposits

187,481

181,826

129,396

296,610

276,642

224,031

Total assets

1,898,989

1,615,670

1,520,947

Current liabilities

Trade and other payables

105,559

70,577

81,582

Derivative financial instruments

1,386

-

1,004

Interest bearing loans and borrowings

7

165,156

95,607

108,436

272,101

166,184

191,022

Non-current liabilities

Interest bearing loans and borrowings

7

519,024

465,638

383,626

Preference shares

8

313,088

218,206

220,032

Other payables

21,204

18,352

21,338

Derivative financial instruments

8,087

8,968

3,756

Deferred tax liabilities

80,618

69,562

56,693

942,021

780,726

685,445

Total liabilities

1,214,122

946,910

876,467

Net assets

684,867

668,760

644,480

Equity

Share capital

9

11,278

11,208

10,206

Share premium

84,064

83,454

55,412

Warrants

10

1,568

1,985

5,991

Own shares held

11

(24,268)

(16,222)

(7,633)

Special reserve

852,802

852,802

852,802

Capital reserve

85,250

52,239

16,500

Translation reserve

(126,261)

(120,647)

(117,965)

Retained earnings

(199,566)

(196,059)

(170,833)

Total equity

684,867

668,760

644,480

Net asset value per share (dollars):

12

Basic

1.20

1.18

1.26

Diluted

1.14

1.11

1.10

Adjusted net asset value per share (dollars):

12

Basic

1.30

1.26

1.34

Diluted

1.24

1.19

1.17

The accompanying notes are an integral part of this statement.

 

 

Condensed Unaudited Group Cash Flow Statement

For the six months ended 30 June 2012

 Six months ended

 Six months ended

 30 June 2012

 30 June 2011

Notes

US$'000

US$'000

Cash flows from operating activities

Profit before tax

29,600

86,430

Adjustments for:

Depreciation

708

1,027

Inventory write down

10,549

2,067

Finance income

(2,871)

(2,310)

Finance expense

41,513

33,745

Profit on revaluation of investment property

(40,862)

(103,801)

Loss on revaluation of investment property under construction

451

267

Foreign exchange (profits) / losses

(1,509)

2,374

Recognised share-based payments

8,934

5,878

46,513

25,677

Increase in operating receivables

(5,628)

(3,687)

Decrease in other operating current assets

1,566

1,066

Increase in operating payables

8,152

7,396

50,603

30,452

Tax paid

(1,042)

(1,520)

Net cash generated from operating activities

49,561

28,932

Cash flows from investing activities

Payments for investment property and investment property under construction

(230,888)

(25,824)

Refunds / (payments) of VAT on construction

5,779

(3,414)

Proceeds from disposal of investment property

-

1,380

Proceeds from sale of plant and equipment

-

272

Purchase of plant and equipment

(770)

(129)

Cash acquired with property purchase

10,496

-

Loans advanced

-

(2,554)

Loans repaid

513

1,097

Interest received

1,006

639

Settlement of maturing forward currency financial instruments

-

(180)

Net cash used in investing activities

(213,864)

(28,713)

Cash flows from financing activities

Proceeds from long term borrowings

147,814

68,000

Repayment of long term borrowings

(26,504)

(11,375)

Bank borrowing costs paid

(22,681)

(15,741)

Exercise of warrants

2,609

261

Own shares acquired

(16,328)

(163)

Own shares disposed

8,063

-

Issue of preference shares

91,491

-

Dividends paid on preference shares

(13,014)

(13,167)

Ordinary dividends paid

-

(8,578)

Net cash generated by financing activities

171,450

19,237

Net increase in cash and cash equivalents

7,147

19,456

Opening cash and cash equivalents

181,826

107,641

Effect of foreign exchange rate changes

(1,492)

2,299

Closing cash and cash equivalents

187,481

129,396

 

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 2012

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 2011.The 2011 supplementary information in the Condensed Unaudited Group Income Statement has been restated in line with the change in presentation adopted and explained in the audited financial statements of the Group for the year ended 31 December 2011.

 

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 2011, 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 2012, 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 12 Deferred Tax: Recovery of Underlying Assets (Amendment)

IFRS 7 Disclosures - Transfers of Financial Assets (Amendment)

IFRS 1 - Severe Hyper-inflation and Removal of Fixed Dates for First Time Adopters (Amendment)

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 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)

(15,753)

(44,191)

-

(44,191)

 

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)

 

Abortive project costs

(774)

-

-

(774)

-

(774)

 

Depreciation

(469)

(236)

(3)

(708)

-

(708)

 

Share-based payments

(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 investment property and investment property under construction

230,888

-

-

230,888

 

 

(b) Segmental information for the six months ended and as at 30 June 2011

 

For the six months ended 30 June 2011

 

Property

Raven

Segment

Central

 

Investment

Roslogistics

Mount

Total

Overhead

Total

 

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

 

 

Gross Revenue

56,432

12,125

3,886

72,443

 -

72,443

 

Operating costs / Cost of sales

(22,035)

(7,131)

(5,880)

(35,046)

-

(35,046)

 

Net operating income

34,397

4,994

(1,994)

37,397

-

37,397

 

 

Administrative expenses

 

Running general & administration expenses

(7,209)

(1,540)

(1,779)

(10,528)

(3,259)

(13,787)

 

Abortive project costs

-

-

 -

-

-

-

 

Depreciation

(310)

(711)

(6)

(1,027)

-

(1,027)

 

Share-based payments

(1,371)

-

-

(1,371)

(4,507)

(5,878)

 

Foreign currency losses

(2,852)

468

10

(2,374)

-

(2,374)

 

22,655

3,211

(3,769)

22,097

(7,766)

14,331

 

 

Unrealised profit on revaluation of investment property

103,801

-

-

103,801

-

103,801

 

 

Unrealised loss on revaluation of investment property

 

under construction

(267)

-

-

(267)

-

(267)

 

 

Segment profit / (loss)

126,189

3,211

(3,769)

125,631

(7,766)

117,865

 

 

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

 

 

(c) Segmental information as at 31 December 2011

 

 

As at 31 December 2011

Property

Raven

 

Investment

Roslogistics

Mount

Total

 

US$'000

US$'000

US$'000

US$'000

 

Assets

 

Investment property

1,145,090

 -

-

1,145,090

 

Investment property under construction

101,458

-

-

101,458

 

Inventory

 -

-

51,155

51,155

 

Cash and short term deposits

173,874

1,306

6,646

181,826

 

Segment assets

1,420,422

1,306

57,801

1,479,529

 

 

Other non-current assets

92,480

 

Other current assets

43,661

 

Total assets

1,615,670

 

 

Segment liabilities

 

Interest bearing loans and borrowings

559,259

-

1,986

561,245

 

 

Capital expenditure

 

Payments for investment property under construction

76,928

-

-

76,928

 

 

 

3. Earnings measures

 

 

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

30 June 2012

30 June 2011

 

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

20,081

71,148

 

 

Adjustments to arrive at EPRA earnings:

 

 

Unrealised profit on revaluation of investment property

(40,862)

(103,801)

 

Unrealised loss on revaluation of investment property under construction

451

267

 

Loss on maturing foreign currency derivative financial instruments

-

9

 

Loss on closure of interest rate derivative financial instruments

-

4

 

Change in fair value of open forward currency derivative financial instruments

(500)

432

 

Change in fair value of open interest rate derivative financial instruments

3,022

(1,223)

 

Movement in deferred tax thereon

9,317

18,430

 

 

Adjusted EPRA earnings

(8,491)

(14,734)

 

 

Inventory write off

10,549

2,080

 

Loss on disposal of plant and equipment

-

402

 

Share-based payments

8,934

5,878

 

Premium on redemption of preference shares and amortisation of issue costs

547

551

 

Depreciation

708

1,028

 

Amortisation of loan origination costs

1,860

2,059

 

 

Underlying earnings

14,107

(2,736)

 

 

30 June 2012

30 June 2011

 

Number of shares

No '000

No '000

 

Weighted average number of ordinary shares for the purpose of basic EPS

 

(excluding own shares held)

572,113

508,700

 

 

Effect of dilutive potential ordinary shares:

 

Listed warrants

20,930

62,667

 

ERS

2,189

3,662

 

LTIP

5,233

5,700

 

 

Weighted average number of ordinary shares for the purposes

 

of diluted EPS (excluding own shares held)

600,465

580,729

 

 

30 June 2012

30 June 2011

 

Cents

Cents

 

 

EPS basic

3.51

13.99

 

Effect of dilutive potential ordinary shares:

 

Listed warrants

(0.12)

(1.53)

 

ERS

(0.01)

(0.08)

 

LTIP

(0.04)

(0.13)

 

Diluted EPS

3.34

12.25

 

 

EPRA EPS basic

(1.48)

(2.90)

 

Effect of dilutive potential ordinary shares:

 

Listed warrants

-

-

 

ERS

-

-

 

LTIP

-

-

 

EPRA diluted EPS

(1.48)

(2.90)

 

 

Underlying EPS basic

2.47

(0.54)

 

Effect of dilutive potential ordinary shares:

 

Listed warrants

(0.09)

-

 

ERS

(0.01)

-

 

LTIP

(0.02)

-

 

Underlying diluted EPS

2.35

(0.54)

 

 

 

4. Investment property

30 June 2012

31 December 2011

30 June 2011

 

 US$'000

 US$'000

US$'000

 

 

Market value at 1 January

1,154,490

942,950

942,950

 

Additions

217,305

-

-

 

Transfer from investment property under construction (note 5)

-

50,412

-

 

Property improvements and movement in completion provisions

1,830

27,016

31,380

 

Disposals

-

 (8,350)

-

 

Unrealised profit on revaluation

42,908

142,462

103,801

 

Market value at 30 June / 31 December

1,416,533

1,154,490

1,078,131

 

Tenant incentives and contracted rent uplifts carrying value at 30 June/31 December

(11,446)

(9,400)

-

 

Carrying value at 30 June / 31 December

1,405,087

1,145,090

1,078,131

 

 

Revaluation movement in the period/year

 

Gross revaluation

42,908

142,462

103,801

 

Effect of tenant incentives and contracted rent uplift balances

(2,046)

(9,400)

-

 

Revaluation reported in the Income Statement

40,862

133,062

103,801

 

 

 

5. Investment property under construction

30 June 2012

31 December 2011

30 June 2011

 

 US$'000

 US$'000

US$'000

 

 

At 1 January

101,458

106,741

106,741

 

Costs incurred

1,941

43,008

13,162

 

Disposals

-

(3,300)

-

 

Effect of foreign exchange rate changes

(1,150)

(5,190)

5,743

 

Transfer to investment property (note 4)

-

(50,412)

-

 

Unrealised (loss) / profit on revaluation

(451)

10,611

(267)

 

At 30 June / 31 December

101,798

101,458

125,379

 

 

Comprising:

 

Assets under construction

-

-

29,126

 

Additional phases of completed property

54,400

54,000

42,025

 

Landbank

47,398

47,458

54,228

 

At 30 June / 31 December

101,798

101,458

125,379

 

 

 

6. Goodwill

30 June 2012

31 December 2011

30 June 2011

 

 US$'000

 US$'000

US$'000

 

 

At 1 January

13,475

13,498

13,498

 

Effect of foreign exchange rate changes

28

(23)

77

 

At 30 June / 31 December

13,503

13,475

13,575

 

 

 

7. Interest bearing loans and borrowings

30 June 2012

31 December 2011

30 June 2011

 

 US$'000

 US$'000

US$'000

 

(a) Bank loans

 

Loans due for settlement within 12 months

165,154

95,607

98,545

 

Loans due for settlement after 12 months

518,971

465,638

383,626

 

684,125

561,245

482,171

 

(b) Other interest bearing loans

 

Loans due for settlement within 12 months

2

-

9,891

 

Loans due for settlement after 12 months

53

-

-

 

55

-

9,891

 

Totals

 

Loans due for settlement within 12 months

165,156

95,607

108,436

 

Loans due for settlement after 12 months

519,024

465,638

383,626

 

684,180

561,245

492,062

 

 

The Group's borrowings have the following maturity profile:

 

On demand or within one year

165,156

95,607

108,436

 

In the second year

29,761

100,226

150,389

 

In the third to fifth years

386,696

252,609

141,080

 

After five years

102,567

112,803

92,157

 

684,180

561,245

492,062

 

 

The amounts above include unamortised loan origination costs of US$12.0 million (30 June 2011: US$9.6 million) and interest accruals of US$3.6 million (30 June 2011: US$2.8 million). The equivalent amounts for 31 December 2011 were US$11.7 million and US$2.3 million.

 

During the period to 30 June 2012 the Group entered into a new facility of US$129 million to acquire, and is secured upon, Pushkino Logistics Park (see note 15). The facility was fully drawn in the period, is for a 5 year term and has an effective cost to the Group of 5.85% over US LIBOR. The Group has also drawn a further US$20 million under the facility for the Shushary project.

 

 

8. Preference shares

30 June 2012

31 December 2011

30 June 2011

 

 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 2012

31 December 2011

30 June 2011

 

Issued share capital:

Number

Number

Number

 

 

At 1 January

145,036,942

144,357,156

144,357,156

 

Issued in the period / year

48,414,250

-

-

 

Purchased

(3,731,343)

(2,000,000)

(2,000,000)

 

Disposal

-

2,000,000

-

 

Scrip dividends

205,809

679,786

358,791

 

At 30 June / 31 December

189,925,658

145,036,942

142,715,947

 

 

Shares in issue

193,657,001

145,036,942

144,715,947

 

Held by the Company's Employee Benefit Trusts

(3,731,343)

-

(2,000,000)

 

At 30 June / 31 December

189,925,658

145,036,942

142,715,947

 

 

On 26 June 2012 the Company issued and admitted to the Official List of the London Stock Exchange 48,414,250 new preference shares under the terms of a placing and open offer. The new preference shares were issued at a price of 134 pence per share and rank pari passu with the other preference shares in issue. The trustees of one of the Company's Employee Benefit Trusts sold £5 million (US$8 million) of ordinary shares (see note 11) so that the Employee Benefit Trust could acquire £5 million of new preference shares as part of the placing. The trustees will use these preference shares to satisfy. in part, awards made under the Group's 2012 Combined Bonus and Long Term Incentive Scheme, details of which are set out in the Company's 2011 Directors' Remuneration Report.

 

 

9. Share capital

30 June 2012

31 December 2011

30 June 2011

 

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 2012

31 December 2011

30 June 2011

 

Issued share capital:

Number

Number

Number

 

 

At 1 January

594,093,554

530,273,204

530,273,204

 

Issued in the period / year for cash on warrant exercises

6,555,453

63,820,350

658,948

 

Cancelled under the tender offer (see note 14)

(2,157,287)

-

-

 

At 30 June / 31 December

598,491,720

594,093,554

530,932,152

 

 

Of the authorised ordinary share capital at 30 June 2012, 31.3 million (30 June 2011: 101.0 million) ordinary shares are reserved for warrants.

 

 

Details of own shares held are given in note 11.

 

 

10. Warrants

30 June 2012

31 December 2011

30 June 2011

 

Number

Number

Number

 

 

At 1 January

37,830,720

101,651,070

101,651,070

 

Exercised in the period / year

(6,555,453)

(63,820,350)

(658,948)

 

At 30 June / 31 December

31,275,267

37,830,720

100,992,122

 

 

30 June 2012

31 December 2011

30 June 2011

 

 US$'000

 US$'000

 US$'000

 

 

At 1 January

1,985

6,033

6,033

 

Exercised in the period / year

(417)

(4,048)

(42)

 

At 30 June / 31 December

1,568

1,985

5,991

 

 

In the period since 30 June 2012 800,134 warrants have been exercised.

 

 

11. Own shares held

30 June 2012

31 December 2011

30 June 2011

 

Number

Number

Number

 

 

At 1 January

26,921,176

28,400,054

28,400,054

 

Acquired under a tender offer

12,858,824

4,406,122

-

 

Other acquisitions

70,467

5,185,054

150,000

 

Disposal

(8,196,721)

(4,035,054)

(4,035,054)

 

Allocation to satisfy bonus awards (note 13b)

(4,185,000)

(4,585,000)

(4,585,000)

 

Allocation to satisfy ERS options exercised (note 13a)

(1,225,000)

(2,450,000)

(2,450,000)

 

Allocation to satisfy LTIP options exercised (note 13a)

(166,667)

-

-

 

At 30 June / 31 December

26,077,079

26,921,176

17,480,000

 

 

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. Details of outstanding ERS and LTIP 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 2012

31 December 2011

30 June 2011

 

US$'000

US$'000

US$'000

 

 

Net asset value

684,867

668,760

644,480

 

Intangible assets - goodwill

(13,503)

(13,475)

(13,575)

 

Deferred tax on revaluation gains

53,243

43,926

35,996

 

Unrealised foreign exchange losses / (gains) on preference shares

10,471

7,895

15,025

 

Fair value of interest rate derivative financial instruments

6,619

5,552

4,375

 

Fair value of foreign exchange derivative financial instruments

1,700

2,200

-

 

Adjusted net asset value

743,397

714,858

686,301

 

 

Assuming exercise of dilutive potential ordinary shares

 

 - Listed warrants (note 10)

12,264

14,698

40,536

 

 - ERS (note 13)

 -

-

-

 

 - LTIP (note 13)

3,482

3,515

3,711

 

Adjusted diluted net asset value

759,143

733,071

730,548

 

 

30 June 2012

31 December 2011

30 June 2011

 

Number

Number

Number

 

 

Number of ordinary shares (note 9)

598,491,720

594,093,554

530,932,152

 

Less own shares held (note 11)

(26,077,079)

(26,921,176)

(17,480,000)

 

572,414,641

567,172,378

513,452,152

 

 

Assuming exercise of dilutive potential ordinary shares

 

 - Listed warrants (note 10)

31,275,267

37,830,720

100,992,122

 

 - ERS (note 13)

1,325,000

2,550,000

2,550,000

 

 - LTIP (note 13)

8,879,279

9,045,946

9,245,946

 

Number of ordinary shares assuming exercise of potential ordinary shares

613,894,187

616,599,044

626,240,220

 

 

30 June 2012

31 December 2011

30 June 2011

 

US$

US$

US$

 

 

Net asset value per share

1.20

1.18

1.26

 

Diluted net asset value per share

1.14

1.11

1.10

 

Adjusted net asset value per share

1.30

1.26

1.34

 

Adjusted diluted net asset value per share

1.24

1.19

1.17

 

 

 

13. Share-based payments and other long term incentives

Period 1/1/12 to 30/6/12

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

 

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

11,595,946

20p

14,245,946

16p

 

Issued during the period

 

 - ERS

 

 

 

-

 

-

-

 

 - LTIP

 

 

-

 

-

-

 

Exercised during the period

 

 - ERS

(1,225,000)

 0p

(2,450,000)

 0p

 

 - LTIP

(166,667)

25p

-

-

 

Outstanding at the end of the period

10,204,279

20p

11,795,946

20p

 

 

Represented by:

 

 - ERS

1,325,000

2,550,000

 

 - LTIP

8,879,279

9,245,946

 

10,204,279

11,795,946

 

 

Exercisable at the end of the period

4,173,649

2,550,000

 

 

The ERS and first tranche of LTIP options have vested. The remaining LTIP options have vesting dates in 2013 and 2014.

 

 

(b) Share-based payments

30 June 2012

30 June 2011

 

US$'000

US$'000

 

 

Amortisation of ERS and LTIP awards in prior periods

261

1,078

 

Bonus awards in the period

3,859

4,800

 

Combined Bonus and Long Term Incentive Scheme awards 2012 to 2014

4,814

-

 

8,934

5,878

 

To be satisfied by allocation of:

 

Ordinary shares

7,296

5,878

 

Preference shares

1,638

-

 

8,934

5,878

 

Following the grant of awards in the period under the Combined Bonus and Long Term Incentive Scheme, which were in respect of 14.3 million ordinary shares and 3.7 million preference shares and cover the calendar years 2012 to 2014, the Company is required under IFRS to estimate the amount of awards that will vest in each of the three years. This resulted in a charge for the period of US$4.8 million.

 

14. Ordinary dividends

The Company did not declare a final dividend for the year ended 31 December 2011 (2010: 1 pence per share) and instead implemented a tender offer buy back for ordinary shares on the basis of 1 in every 40 shares held and a tender price of 70 pence per share, the equivalent of a final dividend of 1.75 pence per share.

 

15. Acquisition in the period

On 26 June 2012 the Group completed the acquisition of Pushkino Logistics Park by acquiring the whole of the issued share capital of CJSC Toros, a special purpose vehicle incorporated in Russia. The Directors have considered the elements of a business as defined under IFRS and in accordance with the Group's accounting policy for investment property acquisitions. They have determined that the acquisition does not meet the definition of a business combination and consequently the acquisition of Pushkino Logistics Park has been treated as an asset acquisition.

Incidental assets and liabilities were acquired with the property, the consideration for which is provisional subject to the finalisation of a completion balance sheet. An analysis of the consideration payable for the property and incidental assets and liabilities is provided below:

 

 US$'000

Non-current assets

Investment property

217,306

Other receivables

629

Current assets

Trade and other receivables

3,778

Cash and cash equivalents

10,496

Current liabilities

Trade and other payables

(17,111)

Non-current liabilities

Trade and other payables

(1,971)

213,127

Discharged by:

Provisional cash consideration paid

215,123

Consideration recoverable

(4,302)

Acquisition costs

2,306

213,127

The consideration payable was partially funded by a US$129 million debt facility (see note 7), with the remainder funded out of the net proceeds of the placing and open offer of new preference shares (see note 8).

 

16. Post balance sheet events

Subsequent to the balance sheet date the Group has completed two further acquisitions.

On 31 July the Group completed the acquisition of Sholokhovo, a completed investment property to the north of Moscow. The purchase price of the property was $49.75 million with an existing bank debt facility of $20.15 million, giving a cash consideration for the Group of $29.6 million.

The Group has also completed the acquisition of development land in Moscow for a cash consideration of $23 million.

 

 

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