28th Aug 2012 07:00
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$'000 |
| |||||||||||||
| ||||||||||||||||
At 1 January | 1,985 | 6,033 | 6,033 |
| ||||||||||||
Exercised in the period / year | (417) | (4,048) | (42) |
| ||||||||||||
At 30 June / 31 December | 1,568 | 1,985 | 5,991 |
| ||||||||||||
| ||||||||||||||||
In the period since 30 June 2012 800,134 warrants have been exercised. |
| |||||||||||||||
| ||||||||||||||||
11. Own shares held | 30 June 2012 | 31 December 2011 | 30 June 2011 |
| ||||||||||||
Number | Number | Number |
| |||||||||||||
| ||||||||||||||||
At 1 January | 26,921,176 | 28,400,054 | 28,400,054 |
| ||||||||||||
Acquired under a tender offer | 12,858,824 | 4,406,122 | - |
| ||||||||||||
Other acquisitions | 70,467 | 5,185,054 | 150,000 |
| ||||||||||||
Disposal | (8,196,721) | (4,035,054) | (4,035,054) |
| ||||||||||||
Allocation to satisfy bonus awards (note 13b) | (4,185,000) | (4,585,000) | (4,585,000) |
| ||||||||||||
Allocation to satisfy ERS options exercised (note 13a) | (1,225,000) | (2,450,000) | (2,450,000) |
| ||||||||||||
Allocation to satisfy LTIP options exercised (note 13a) | (166,667) | - | - |
| ||||||||||||
At 30 June / 31 December | 26,077,079 | 26,921,176 | 17,480,000 |
| ||||||||||||
| ||||||||||||||||
Allocations are transfers by the Company's Employee Benefit Trusts to satisfy bonus awards made in the period and to satisfy ERS and LTIP options exercised in the period following the vesting of the options. Details of outstanding ERS and LTIP options, which are vested but unexercised, are given in note 13a. The disposal in the period relates to the share transactions undertaken by one of the Company's Employee Benefit Trusts more fully explained in note 8. |
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12. Net asset value per share |
| |||||||||||||||
30 June 2012 | 31 December 2011 | 30 June 2011 |
| |||||||||||||
US$'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. |
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Related Shares:
RAV.L