26th Aug 2014 07:00
26 August 2014
Raven Russia Limited ("Raven Russia" or the "Company")
2014 Interim Results
Raven Russia today announces its results for the six months ended 30 June 2014
Highlights
· Underlying earnings after tax for the six months increase 37% to $38 million;
· IFRS earnings for the period of $45 million;
· Current annualised NOI of $192 million and portfolio 97% let;
· Cash balance of $188 million;
· Construction of 107,000sqm new space in Moscow completing by the end of the year;
· New space over 50% pre let, generating a further $12.5 million of NOI;
· Basic underlying earnings per share increase 6% to 5.24 cents;
· Adjusted diluted net asset value per share up 5% to $1.32;
· Proposed distribution up 25% to the equivalent of 2.5p per share by way of tender offer buy back of 1 in 30 shares at 75p.
Glyn Hirsch, Chief Executive, said, "We believe we are in a strong, defensive position with high letting levels, extended debt maturities at or below our target cost of finance and substantial, free cash balances. This also gives us a strong platform to exploit opportunities if, as we all hope, the current situation in Ukraine is resolved satisfactorily."
Enquiries
Raven Russia Limited Tel: + 44 (0) 1481 712955
Anton Bilton
Glyn Hirsch
Novella Communications Tel: +44 (0) 203 151 7008
Tim Robertson
Ben Heath
N+1 Singer Tel: +44 (0) 20 7496 3000
Corporate Finance - James Maxwell
Sales - Alan Geeves / James Waterlow
Barclays Bank Plc
Tom Boardman / Tom Macdonald Tel: +44 (0) 20 7623 2323
This announcement contains forward-looking statements that involve risk and uncertainties. The Group's actual results could differ materially from those estimated or anticipated in the forward-looking statements as a result of many factors. Information contained in this announcement relating to the Company should not be relied upon as a guide to future performance.
About Raven Russia
Raven Russia was founded in 2005 to invest in class A warehouse complexes in Russia and lease to Russian and International tenants. Its Ordinary Shares, Preference Shares and Warrants are listed on the Main Market of the London Stock Exchange with a market capitalisation of approximately £530 million. The Company operates out of offices in Guernsey, Moscow and Cyprus and has to date completed a portfolio of circa 1.4 million square metres of Grade "A" warehouses in Moscow, St Petersburg, Rostov-on-Don and Novosibirsk. For further information visit the Company's website: www.ravenrussia.com
Financial Summary
Income Statement | 6 Months to 30 June 2014 | 6 Months to 30 June 2013 |
Net Rental and Related Income ($m) | 97.78 | 87.44 |
Underlying Earnings after tax ($m) | 38.22 | 27.80 |
IFRS Earnings after tax ($m) | 45.27 | 54.40 |
Underlying Basic EPS (cents) | 5.24 | 4.96 |
IFRS Basic EPS (cents) | 6.21 | 9.71 |
Distribution per share (pence) | 2.50 | 2.00 |
Balance Sheet | 30 June 2014 | 31 December 2013 |
Investment Property Market Value ($m) | 1,651 | 1,646 |
Adjusted Diluted NAV per Share ($) | 1.32 | 1.26 |
IFRS Diluted NAV per Share ($) | 1.21 | 1.16 |
Letting Summary
Completed investment portfolio of 1.4 million sqm, currently 97% let. Letting summary in the 6 months to 30 June 2014:
(sqm) | Maturities | Lease Renewal | Lease Renegotiation | Expansion | New Letting | Net Letting* |
Moscow | (28,696) | 17,934 | (17,395) | 17,395 | 4,037 | (6,725) |
St Petersburg | (4,886) | 4,886 | - | - | 2,660 | 2,660 |
Regions | (9,745) | - | - | - | 4,428 | (5,316) |
Total | (43,327) | 22,820 | (17,395) | 17,935 | 11,126 | (9,381) |
*In addition to the above, pre let agreements and letters of intent on 64,878sqm have been signed on Moscow space and 2,688sqm in St Petersburg.
Chairman's Message
The six months ended 30 June 2014 have been good operationally but this strong performance has been overshadowed by the current crisis in Ukraine and its implications for Russia.
We have continued to improve our key financials and intend to distribute the equivalent of 2.5p per share (a 25% increase on last year) by way of a tender offer buy back of 1 in 30 shares at 75p per share.
Our portfolio is virtually fully let and there continues to be strong tenant interest on attractive terms in the space we have recently developed.
We are in the process of completing a number of re-financings which are progressing well. This will strengthen our capital base and provide a substantial cash balance.
There is little merit in speculating, in this statement, on the potential impact of current or future sanctions against Russia on our business. So far we have not been directly affected. We will continue working to improve our financial position whilst providing solid returns to our shareholders.
Richard Jewson
Chairman
25 August 2014
Chief Executive's Review
Results
The first half of the year has shown strong results. Underlying earnings before tax increased to $43 million (2013: $31 million) giving basic underlying earnings per share of 5.24 cents (2013: 4.96 cents). Net operating and related income increased to $98 million (2013: $87 million).
IFRS profit before tax for the six months was $58 million (2013: $68 million) after revaluation gains of $20 million (2013: $40 million). The value of our completed investment portfolio has remained stable in the period, the majority of the surplus arising on our construction pipeline.
Our completed portfolio comprises 1.4 million square metres ("sqm") of space and remains 97% let, generating annualised net operating income ("NOI") of $192 million. Fully let, NOI would rise to $197 million.
We are also constructing 107,000sqm of new space at our Noginsk and Nova Riga sites in Moscow, with completion expected by the year end. This space currently has pre let agreements ("PLAs") and letters of intent ("LOIs") on 60,000sqm, which will generate additional NOI of $12.5 million.
Fully diluted adjusted net asset value per share has increased to $1.32 (31 December 2013: $1.26) and cash balances at the half year were $188 million.
Financing
We have continued our strategy of refinancing the more expensive of our debt facilities even though we were comfortable with our maturity profile.
The nearest term maturity we have is the facility secured on the Konstanta office block due at the end of September. We have agreed that this will be rolled over for two and a half years on the existing terms.
The first stage of refinancing the facility secured on our Novosibirsk project was completed with Sberbank prior to the half year. $39 million was drawn on 30 June 2014 for the repayment of the existing facility. This repayment was completed on 2 July 2014 and the second tranche of the new facility of $34million drawn subsequently. This facility has a margin of 5.6% over US LIBOR for the Group and a term of 10 years. US LIBOR has been hedged with a 5 year cap at 200 bps.
We signed agreements on 8 July 2014 to refinance the facility secured on our Noginsk asset, backed by VTB Germany. The full facility is for $180 million, satisfied in two tranches, $140 million, which will be used in part to repay the existing facility of $99 million, and a further $40 million to be drawn on completion of the current pre let construction project in the first quarter of 2015. The new facility has a term of 6 years and a fixed cost to the Group of just below that of the existing facility. The first tranche to repay the existing facility was received on 21 August 2014.
A further $8m of the facility secured on our Klimovsk project was drawn in August, leaving $5m still to draw.
A new facility agreement with UniCredit has been signed in August, to be secured on our Lobnya site. This will be at a margin below the current cost to the Group and will release additional cash of $12 million after repaying the existing facility of $26 million. The facility has a five year term and we aim to draw in the coming month.
We also continue discussions on a refinancing of the new development at Nova Riga and hope to have something in place prior to the year end.
At 30 June 2014, the weighted average term of outstanding debt was 4.4 years, with a total cost to the Group of 7.1%, reducing from 7.4% at 30 June 2013 and 7.2% at the year end.
Current interest bearing loans and borrowings increase on the balance sheet at 30 June 2014 reflecting the repayment of the Novosibirsk facility straddling the half year and the short term maturity of the Konstanta loan at that time.
The finance charge for the period reduced following the conversion of half of our preference shares to equity just prior 31 December 2013.
Foreign Exchange
We continue to hedge foreign exchange cash flows with a mixture of cash holdings in our principal transaction currencies and a forward quarterly Sterling conversion, fixed at $1.6, for our preference coupon, which matures at the end of 2016. A ten per cent depreciation in both Sterling and Rouble to the Dollar has seen a slight increase in overheads and a foreign exchange loss in the income statement from the translation of our non Dollar assets at the balance sheet date.
Provisions
The legacy litigation claim on the Pushkino project continues. 1.45 billion Roubles ($43 million) was placed into court as part of the appeal process just prior to the half year. This is covered by retention monies released by the vendor and the corresponding asset has moved from "Other receivables" in Non-current assets to "Trade and other receivables" in Current assets on the balance sheet.
Cash flow
Our cash balances at 30 June 2014 were $188 million. Net cash from operating activities in the six months was $80 million, construction costs just over $50 million and distributions to shareholders, including preference coupon, $48 million. The amortisation of debt and bank interest payments in the period was covered by the draw of new debt.
Tender Offer
We propose distributing income by way of tender offer buy back again and intend to pay the equivalent of 2.5p per share by way of an offer of 1 in 30 ordinary shares at 75p, an increase of 25% on the comparative period.
Outlook
The uncertainty caused by the situation in Ukraine and the related sanctions has not had a marked impact on our day to day operations. That may change if there is further escalation or the sanctions remain in place for a prolonged period. What the effect on our business might be over the medium to long term is difficult to estimate. The Russian logistics market remains undersupplied and we do not envisage the pressure on current tenancies that one would expect in a more mature market. A lengthy period of Rouble weakness will weigh on US Dollar market rents but development of new space would reduce significantly, acting as a counterbalance. The number of international banks operating in our market would continue to contract and the cost of financing for local banks would rise, hence our drive to push out maturities on favourable terms now.
We believe we are in a strong, defensive position with high letting levels, extended debt maturities at or below our target cost of finance and high, free cash balances. This also gives us a strong platform to exploit opportunities if, as we all hope, the situation in Ukraine is resolved satisfactorily.
Glyn Hirsch
Chief Executive
25 August 2014
Corporate Governance
Principal risks and uncertainties
Internal controls and an effective risk management regime are integral to the Group's continued operation. The assessment of risks faced by the Group is set out in the Risk Report on pages 29 to 34 of the Group's 2013 Annual Report. The prolongation of the situation in Ukraine and the escalation of international sanctions against Russia is the obvious change in risk since the Group's 2013 Annual Report was released. This could have an increasing negative effect on our risk profile, impacting bank financing, the strength of the Rouble, tenant demand and asset valuations. The sanctions are not retrospective and have no impact on the legality of existing contracts or financing arrangements that the Group has entered into prior to sanctions being introduced.
A summary of the principal risks and uncertainties within the context of heightened sanctions is as follows:
Financial Risks
Bank Financing and Costs
A reduction in the number of banks lending in the market, an increased cost of finance for local banks, a reduction in gearing and an inability to borrow in US Dollars from certain banks because of the effect of sanctions.
Foreign Exchange
A continued weakening of the Rouble against the US Dollar leading to pressure on market rents and a reduction on our US denominated earnings and the carrying value of assets. If required to seek funding in alternative currencies to US Dollars an increase in foreign exchange risk would result.
Property Investment and Development
Composition of Portfolio
The portfolio comprises one type of asset with a concentration in the Moscow Region.
Tenant Demand
A slow down in Russian consumer spending is exacerbated by international sanctions with the resultant impact on market rents, lease renewals and asset valuations.
Development Returns
Cost and time overruns, lower rental levels and delays in leasing on development projects can mean target yields are missed and profitability reduced.
Acquisitions
The investment market in Russia continues to mature and legacy issues are common with Russian corporate acquisitions.
Russian Domestic Risk
Legal and Taxation Frameworks
The Russian legal and taxation frameworks are still developing with large volumes of new legislation being open to interpretation and abuse.
Going concern
The financial position of the Group, its cash flows, liquidity and borrowings are described in the Chief Executive's Review and the accompanying financial statements and related notes. During the period the Group had, and continues to hold, substantial cash and short term deposits and has increasing and profitable rental streams. 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 2013 Annual Report of the Group.
This responsibility statement was approved by the Board of Directors on the 25 August 2014 and is signed on its behalf by
Mark Sinclair Colin Smith
Chief Financial Officer Chief Operating Officer
INDEPENDENT REVIEW REPORT TO RAVEN RUSSIA LIMITED
We have been engaged by the Company to review the condensed set of financial statements in the Interim Results financial report for the six months ended 30 June 2014 which comprises the Condensed Unaudited Group Income Statement, the Condensed Unaudited Group Statement of Comprehensive Income, the Condensed Unaudited Group Statement of Changes in Equity, the Condensed Unaudited Group Balance Sheet, the Condensed Unaudited Group Cash Flow Statement and the related notes 1 to 15. We have read the other information contained in the half yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the Company in accordance with guidance contained in International Standard on Review Engagements 2410 (UK and Ireland) 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our work, for this report, or for the conclusions we have formed.
Directors' Responsibilities
The Interim Results financial report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the Interim Results financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.
As disclosed in note 1, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union.
Our Responsibility
Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the Interim Results financial report based on our review.
Scope of Review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom.
A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the Interim Results financial report for the six months ended 30 June 2014 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.
Ernst & Young LLP
London
25 August 2014
Condensed Unaudited Group Income Statement For the six months ended 30 June 2014 | ||||||||||||||
Six months ended 30 June 2014 | Six months ended 30 June 2013 | |||||||||||||
Notes | Underlying earnings | Capital & other | Total | Underlying earnings | Capital & other | Total | ||||||||
(Restated) | (Restated) | (Restated) | ||||||||||||
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |||||||||
Gross revenue | 2 | 132,274 | - | 132,274 | 134,746 | - | 134,746 | |||||||
Property operating expenditure and cost of sales | (34,491) | - | (34,491) | (47,305) | - | (47,305) | ||||||||
Net rental and related income | 2 | 97,783 | - | 97,783 | 87,441 | - | 87,441 | |||||||
Administrative expenses | (15,433) | (1,059) | (16,492) | (14,047) | (992) | (15,039) | ||||||||
Share-based payments and other long term incentives | 13c | - | (1,186) | (1,186) | - | (4,288) | (4,288) | |||||||
Foreign currency (losses) / profits | (2,337) | - | (2,337) | 1,915 | - | 1,915 | ||||||||
Operating expenditure | (17,770) | (2,245) | (20,015) | (12,132) | (5,280) | (17,412) | ||||||||
Share of profits of joint ventures | 306 | - | 306 | 488 | - | 488 | ||||||||
Operating profit / (loss) before profits and losses on investment property | 80,319 | (2,245) | 78,074 | 75,797 | (5,280) | 70,517 | ||||||||
Unrealised profit on revaluation of investment property | 4 | - | 1,608 | 1,608 | - | 22,757 | 22,757 | |||||||
Unrealised profit on revaluation of investment property under construction | 5 | - | 18,830 | 18,830 | - | 17,695 | 17,695 | |||||||
Operating profit | 2 | 80,319 | 18,193 | 98,512 | 75,797 | 35,172 | 110,969 | |||||||
Finance income | 1,672 | 1,098 | 2,770 | 1,249 | 8,134 | 9,383 | ||||||||
Finance expense | (38,938) | (4,431) | (43,369) | (45,567) | (6,583) | (52,150) | ||||||||
Profit before tax | 43,053 | 14,860 | 57,913 | 31,479 | 36,723 | 68,202 | ||||||||
Tax | (4,831) | (7,811) | (12,642) | (3,680) | (10,118) | (13,798) | ||||||||
Profit for the period | 38,222 | 7,049 | 45,271 | 27,799 | 26,605 | 54,404 | ||||||||
Earnings per share: | 3 | |||||||||||||
Basic (cents) | 6.21 | 9.71 | ||||||||||||
Diluted (cents) | 5.99 | 9.31 | ||||||||||||
Underlying earnings per share: | 3 | |||||||||||||
Basic (cents) | 5.24 | 4.96 | ||||||||||||
Diluted (cents) | 5.05 | 4.75 | ||||||||||||
The total column of this statement represents the Group's Income Statement, prepared in accordance with IFRS as adopted by the EU. The "underlying earnings" and "capital and other" columns are both supplied as supplementary information permitted by IFRS as adopted by the EU. Further details of the allocation of items between the supplementary columns are given in note 3. | ||||||||||||||
All items in the above statement derive from continuing operations. | ||||||||||||||
All income is attributable to the equity holders of the parent company. There are no non-controlling interests. | ||||||||||||||
The accompanying notes are an integral part of this statement. |
Condensed Unaudited Group Statement Of Comprehensive Income |
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For the six months ended 30 June 2014 |
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Six months ended | Six months ended | ||||||||
30 June 2014 | 30 June 2013 | ||||||||
US$'000 | US$'000 | ||||||||
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Profit for the period | 45,271 | 54,404 |
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Items to be reclassified to profit or loss in subsequent periods: |
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Foreign currency translation on consolidation | (616) | 4,914 |
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Tax relating to foreign currency translation | - | - |
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(616) | 4,914 |
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Other comprehensive income, net of tax | (616) | 4,914 |
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Total comprehensive income for the period, net of tax | 44,655 | 59,318 |
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All income is attributable to the equity holders of the parent company. There are no non-controlling interests. |
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The accompanying notes are an integral part of this statement. |
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Condensed Unaudited Group Statement Of Changes In Equity |
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For the six months ended 30 June 2014 |
| |||||||||||||||||
| ||||||||||||||||||
Share | Share | Own Shares | Capital | Translation | Retained |
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Capital | Premium | Warrants | Held | Reserve | Reserve | Earnings | Total |
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Notes | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 |
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At 1 January 2013 | 11,131 | 71,475 | 1,367 | (24,145) | 102,808 | (123,697) | 650,023 | 688,962 |
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Profit for the period | - | - | - | - | - | - | 54,404 | 54,404 |
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Other comprehensive income | - | - | - | - | - | 4,914 | - | 4,914 |
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Total comprehensive income for the period | - | - | - | - | - | 4,914 | 54,404 | 59,318 |
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Warrants exercised | 9 / 10 | 10 | 266 | (38) | - | - | - | - | 238 |
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Own shares allocated | 11 | - | - | - | 626 | - | - | (626) | - |
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Ordinary shares cancelled under tender offers | 9 | (274) | (19,845) | - | 195 | - | - | - | (19,924) |
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Share-based payments | 13c | - | - | - | - | - | - | 488 | 488 |
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Transfer to retained earnings | - | - | - | - | - | (6,808) | 6,808 | - |
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Transfer in respect of capital profits | - | - | - | - | 32,597 | - | (32,597) | - |
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At 30 June 2013 | 10,867 | 51,896 | 1,329 | (23,324) | 135,405 | (125,591) | 678,500 | 729,082 |
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At 1 January 2014 | 13,876 | 287,605 | 1,279 | (22,754) | 146,392 | (145,378) | 610,899 | 891,919 |
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Profit for the period | - | - | - | - | - | - | 45,271 | 45,271 |
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Other comprehensive income | - | - | - | - | - | (616) | - | (616) |
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Total comprehensive income for the period | - | - | - | - | - | (616) | 45,271 | 44,655 |
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Warrants exercised | 9 / 10 | 4 | 104 | (15) | - | - | - | - | 93 |
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Own shares allocated | 11 | - | - | - | 6,909 | - | - | (6,909) | - |
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Own shares acquired under tender offers | 11 | - | - | - | (38,044) | - | - | - | (38,044) |
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Own shares acquired | 11 | - | - | - | (403) | - | - | - | (403) |
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Share-based payments | 13c | - | - | - | - | - | - | 1,258 | 1,258 |
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Transfer in respect of capital profits | - | - | - | - | 16,065 | - | (16,065) | - |
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At 30 June 2014 | 13,880 | 287,709 | 1,264 | (54,292) | 162,457 | (145,994) | 634,454 | 899,478 |
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The accompanying notes are an integral part of this statement. | ||||||||||||||||||
Condensed Unaudited Group Balance Sheet | |||
As at 30 June 2014 | |||
31 December | |||
30 June 2014 | 2013 | ||
Notes | US$'000 | US$'000 | |
Non-current assets | |||
Investment property | 4 | 1,635,960 | 1,632,476 |
Investment property under construction | 5 | 177,315 | 118,919 |
Plant and equipment | 7,128 | 6,818 | |
Goodwill | 7,824 | 7,906 | |
Investment in joint venture | 19,378 | 18,464 | |
Other receivables | 26,127 | 66,436 | |
Derivative financial instruments | 9,763 | 10,266 | |
Deferred tax assets | 45,817 | 48,092 | |
1,929,312 | 1,909,377 | ||
Current assets | |||
Inventory | 2,621 | 2,523 | |
Trade and other receivables | 97,211 | 56,431 | |
Derivative financial instruments | 2,421 | 1,519 | |
Cash and short term deposits | 188,292 | 201,324 | |
290,545 | 261,797 | ||
Total assets | 2,219,857 | 2,171,174 | |
Current liabilities | |||
Trade and other payables | 91,715 | 101,630 | |
Interest bearing loans and borrowings | 6 | 117,973 | 81,803 |
209,688 | 183,433 | ||
Non-current liabilities | |||
Interest bearing loans and borrowings | 6 | 722,719 | 721,311 |
Preference shares | 7 | 179,373 | 172,205 |
Provisions | 8 | 43,124 | 42,700 |
Other payables | 37,667 | 39,707 | |
Derivative financial instruments | 4,347 | 4,413 | |
Deferred tax liabilities | 123,461 | 115,486 | |
1,110,691 | 1,095,822 | ||
Total liabilities | 1,320,379 | 1,279,255 | |
Net assets | 899,478 | 891,919 | |
Equity | |||
Share capital | 9 | 13,880 | 13,876 |
Share premium | 287,709 | 287,605 | |
Warrants | 10 | 1,264 | 1,279 |
Own shares held | 11 | (54,292) | (22,754) |
Capital reserve | 162,457 | 146,392 | |
Translation reserve | (145,994) | (145,378) | |
Retained earnings | 634,454 | 610,899 | |
Total equity | 899,478 | 891,919 | |
Net asset value per share (dollars): | 12 | ||
Basic | 1.26 | 1.22 | |
Diluted | 1.21 | 1.16 | |
Adjusted net asset value per share (dollars): | 12 | ||
Basic | 1.38 | 1.32 | |
Diluted | 1.32 | 1.26 | |
The accompanying notes are an integral part of this statement. |
Condensed Unaudited Group Cash Flow Statement | |||||
For the six months ended 30 June 2014 | |||||
Six months ended | Six months ended | ||||
30 June 2014 | 30 June 2013 | ||||
(Restated) | |||||
Notes | US$'000 | US$'000 | |||
Cash flows from operating activities | |||||
Profit before tax | 57,913 | 68,202 | |||
Adjustments for: | |||||
Depreciation | 2 | 1,059 | 992 | ||
Share of profits of joint ventures | (306) | (488) | |||
Finance income | (2,770) | (9,383) | |||
Finance expense | 43,369 | 52,150 | |||
Profit on revaluation of investment property | 4 | (1,608) | (22,757) | ||
Profit on revaluation of investment property under construction | 5 | (18,830) | (17,695) | ||
Foreign exchange losses / (profits) | 2,337 | (1,915) | |||
Share-based payments and other long term incentives | 13c | 1,186 | 4,288 | ||
82,350 | 73,394 | ||||
Receipts from joint ventures | - | 284 | |||
Decrease / (increase) in operating receivables | 4,902 | (8,021) | |||
Decrease in other operating current assets | 25 | 8,404 | |||
(Decrease) / increase in operating payables | (4,352) | 1,452 | |||
82,925 | 75,513 | ||||
Tax paid | (2,916) | (1,757) | |||
Net cash generated from operating activities | 80,009 | 73,756 | |||
Cash flows from investing activities | |||||
Payments for investment property and investment property under construction | (53,757) | (39,780) | |||
Refunds of VAT on construction | 2,454 | 782 | |||
Acquisition of subsidiary undertakings | - | (914) | |||
Proceeds from sale of plant and equipment | 70 | 176 | |||
Purchase of plant and equipment | (988) | (198) | |||
Loans repaid | 34 | 36 | |||
Interest received | 1,672 | 1,240 | |||
Net cash used in investing activities | (50,515) | (38,658) | |||
Cash flows from financing activities | |||||
Proceeds from long term borrowings | 61,741 | 103,500 | |||
Repayment of long term borrowings | (24,058) | (96,552) | |||
Bank borrowing costs paid | (34,292) | (35,793) | |||
Exercise of warrants | 93 | 238 | |||
Own shares acquired | (38,447) | (19,923) | |||
Dividends paid on preference shares | (9,439) | (16,762) | |||
Settlement of maturing forward currency financial instruments | 507 | - | |||
Premium paid for forward currency financial instruments | - | (1,451) | |||
Net cash used in financing activities | (43,895) | (66,743) | |||
Net decrease in cash and cash equivalents | (14,401) | (31,645) | |||
Opening cash and cash equivalents | 201,324 | 191,697 | |||
Effect of foreign exchange rate changes | 1,369 | (8,971) | |||
Closing cash and cash equivalents | 188,292 | 151,081 | |||
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 2014 | |||||||||
1. Basis of accounting Basis of preparation The condensed unaudited financial statements have been prepared using accounting policies consistent with International Financial Reporting Standards adopted for use in the European Union ("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 2013. Significant accounting policies The accounting policies adopted in the preparation of the condensed financial statements are consistent with those followed in the preparation of the Group's financial statements for the year ended 31 December 2013, except for the adoption of new standards and interpretations effective as of 1 January 2014. The Group has adopted new and amended IFRS and IFRIC interpretations as of 1 January 2014, which did not have any effect on the financial performance, financial position or disclosures in the financial statements of the Group. These were: Amendment to IFRS 10 Consolidated Financial Statements Amendment to IFRS 12 Disclosure of Interests in Other Entities The Group has not adopted early any standard, interpretation or amendment that has been issued but is not yet effective. |
| ||||||||
Restatement of comparatives The adoption by the Group of IFRS 11 in the year to 31 December 2013 requires the restatement of the comparative financial information for the six months ended 30 June 2013. IFRS 11 requires that joint ventures are equity accounted rather than proportionally consolidated. The impact of the change is set out below. | ||||||||
2013 | ||||||||
Impact on the Income Statement | US$'000 | |||||||
Gross revenue | (1,871) | |||||||
Property operating expenditure and cost of sales | 1,223 | |||||||
Net rental and related income | (648) | |||||||
Administrative expenses | 101 | |||||||
Share of profits of joint ventures | 488 | |||||||
Profit before tax | (59) | |||||||
Tax | 59 | |||||||
Profit for the period | - | |||||||
The change did not have any impact on net profit, other comprehensive income for the period or the Group's basic or diluted EPS. | ||||||||
2013 | ||||||||
Impact on the Cash Flow Statement | US$'000 | |||||||
Operating | (669) | |||||||
Investing | - | |||||||
Financing | - | |||||||
Net decrease in cash and short term deposits | (669) |
2. Segmental information The Group has three operating segments, which are managed and report independently to the Board of Directors. These comprise:Property investment - acquire, develop and lease commercial property in Russia Roslogistics - provision of warehousing, transport, customs brokerage and related services in Russia Raven Mount - sale of residential property in the UK. | ||||||||
(a) Segmental information for the six months ended and as at 30 June 2014 | ||||||||
For the six months ended 30 June 2014 | Property | Raven | Segment | Central | ||||
Investment | Roslogistics | Mount | Total | Overhead | Total | |||
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |||
Gross revenue | 119,113 | 13,012 | 149 | 132,274 | - | 132,274 | ||
Operating costs / Cost of sales | (30,057) | (4,421) | (13) | (34,491) | - | (34,491) | ||
Net operating income | 89,056 | 8,591 | 136 | 97,783 | - | 97,783 | ||
Administrative expenses | ||||||||
Running general & administration expenses | (9,398) | (1,175) | (978) | (11,551) | (3,882) | (15,433) | ||
Depreciation | (924) | (131) | (4) | (1,059) | - | (1,059) | ||
Share-based payments and other long term incentives | (305) | - | - | (305) | (881) | (1,186) | ||
Foreign currency losses | (2,203) | (134) | - | (2,337) | - | (2,337) | ||
76,226 | 7,151 | (846) | 82,531 | (4,763) | 77,768 | |||
Unrealised profit on revaluation of investment property | 1,608 | - | - | 1,608 | - | 1,608 | ||
Unrealised profit on revaluation of investment property under construction | 18,830 | - | - | 18,830 | - | 18,830 | ||
Share of profits of joint ventures | - | - | 306 | 306 | - | 306 | ||
Segment profit / (loss) | 96,664 | 7,151 | (540) | 103,275 | (4,763) | 98,512 | ||
Finance income | 2,770 | |||||||
Finance expense | (43,369) | |||||||
Profit before tax | 57,913 | |||||||
As at 30 June 2014 | Property | Raven | ||||||
Investment | Roslogistics | Mount | Total | |||||
US$'000 | US$'000 | US$'000 | US$'000 | |||||
Assets | ||||||||
Investment property | 1,635,960 | - | - | 1,635,960 | ||||
Investment property under construction | 177,315 | - | - | 177,315 | ||||
Investment in joint ventures | - | - | 19,378 | 19,378 | ||||
Inventory | - | - | 2,621 | 2,621 | ||||
Cash and short term deposits | 181,507 | 1,253 | 5,532 | 188,292 | ||||
Segment assets | 1,994,782 | 1,253 | 27,531 | 2,023,566 | ||||
Other non-current assets | 96,659 | |||||||
Other current assets | 99,632 | |||||||
Total assets | 2,219,857 | |||||||
Segment liabilities | ||||||||
Interest bearing loans and borrowings | 840,692 | - | - | 840,692 | ||||
Capital expenditure | ||||||||
Payments for acquisition of subsidiary undertakings, investment property and investment property under construction | 53,757 | - | - | 53,757 | ||||
(b) Segmental information for the six months ended and as at 30 June 2013 | ||||||||
Property | Raven | Segment | Central | |||||
Investment | Roslogistics | Mount | Total | Overhead | Total | |||
(Restated) | (Restated) | (Restated) | ||||||
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |||
Gross revenue | 110,237 | 14,188 | 10,321 | 134,746 | - | 134,746 | ||
Operating costs / Cost of sales | (32,033) | (5,180) | (10,092) | (47,305) | - | (47,305) | ||
Net operating income | 78,204 | 9,008 | 229 | 87,441 | - | 87,441 | ||
Administrative expenses | ||||||||
Running general & administration expenses | (8,800) | (1,423) | (768) | (10,991) | (3,056) | (14,047) | ||
Depreciation | (824) | (164) | (4) | (992) | - | (992) | ||
Share-based payments and other long term incentives | (1,131) | - | (23) | (1,154) | (3,134) | (4,288) | ||
Foreign currency profits / (losses) | 2,694 | (779) | - | 1,915 | - | 1,915 | ||
70,143 | 6,642 | (566) | 76,219 | (6,190) | 70,029 | |||
Unrealised profit on revaluation of investment property | 22,757 | - | - | 22,757 | - | 22,757 | ||
Unrealised profit on revaluation of investment property under construction | 17,695 | - | - | 17,695 | - | 17,695 | ||
Share of profits of joint ventures | - | - | 488 | 488 | - | 488 | ||
Segment profit / (loss) | 110,595 | 6,642 | (78) | 117,159 | (6,190) | 110,969 | ||
Finance income | 9,383 | |||||||
Finance expense | (52,150) | |||||||
Profit before tax | 68,202 | |||||||
(c) Segmental information as at 31 December 2013 | ||||||||
Property | Raven | |||||||
Investment | Roslogistics | Mount | Total | |||||
US$'000 | US$'000 | US$'000 | US$'000 | |||||
Assets | ||||||||
Investment property | 1,632,476 | - | - | 1,632,476 | ||||
Investment property under construction | 118,919 | - | - | 118,919 | ||||
Investment in joint ventures | - | - | 18,464 | 18,464 | ||||
Inventory | - | - | 2,523 | 2,523 | ||||
Cash and short term deposits | 190,463 | 1,714 | 9,147 | 201,324 | ||||
Segment assets | 1,941,858 | 1,714 | 30,134 | 1,973,706 | ||||
Other non-current assets | 139,518 | |||||||
Other current assets | 57,950 | |||||||
Total assets | 2,171,174 | |||||||
Segment liabilities | ||||||||
Interest bearing loans and borrowings | 803,114 | - | - | 803,114 | ||||
Capital expenditure | ||||||||
Payments for investment property under construction | 75,834 | - | - | 75,834 |
3. Earnings measures | ||||||||
The calculation of basic and diluted earnings per share is based on the following data: | 2014 | 2013 | ||||||
US$'000 | US$'000 | |||||||
Earnings | ||||||||
Earnings for the purposes of basic and diluted earnings per share being the | ||||||||
profit for the period prepared under IFRS | 45,271 | 54,404 | ||||||
Adjustments to arrive at EPRA earnings: | ||||||||
Unrealised profit on revaluation of investment property | (1,608) | (22,757) | ||||||
Unrealised profit on revaluation of investment property under construction | (18,830) | (17,695) | ||||||
Profit on maturing foreign currency derivative financial instruments | (507) | - | ||||||
Change in fair value of open forward currency derivative financial instruments | (256) | 2,595 | ||||||
Change in fair value of open interest rate derivative financial instruments | 1,821 | (7,997) | ||||||
Movement on deferred tax thereon | 8,402 | 11,600 | ||||||
Adjusted EPRA earnings | 34,293 | 20,150 | ||||||
Share-based payments and other long term incentives | 1,186 | 4,288 | ||||||
Premium on redemption of preference shares and amortisation of issue costs | 348 | 733 | ||||||
Depreciation | 1,059 | 992 | ||||||
Amortisation of loan origination costs | 1,927 | 3,118 | ||||||
Tax charge on unrealised foreign exchange movements in loans | (591) | (1,482) | ||||||
Underlying earnings | 38,222 | 27,799 | ||||||
2014 | 2013 | |||||||
Number of shares | No '000 | No '000 | ||||||
Weighted average number of ordinary shares for the purpose of basic EPS | ||||||||
(excluding own shares held) | 729,556 | 560,033 | ||||||
Effect of dilutive potential ordinary shares: | ||||||||
Warrants | 17,882 | 18,040 | ||||||
ERS | 325 | 872 | ||||||
LTIP | 4,370 | 5,674 | ||||||
CBLTIS | 3,980 | - | ||||||
Weighted average number of ordinary shares for the purposes of diluted EPS (excluding own shares held) | 756,113 | 584,619 | ||||||
2014 | 2013 | |||||||
Cents | Cents | |||||||
EPS basic | 6.21 | 9.71 | ||||||
Effect of dilutive potential ordinary shares: | ||||||||
Warrants | (0.15) | (0.30) | ||||||
ERS | - | (0.01) | ||||||
LTIP | (0.04) | (0.09) | ||||||
CBLTIS | (0.03) | - | ||||||
Diluted EPS | 5.99 | 9.31 | ||||||
EPRA EPS basic | 4.70 | 3.60 | ||||||
Effect of dilutive potential ordinary shares: | ||||||||
Warrants | (0.11) | (0.11) | ||||||
ERS | - | (0.01) | ||||||
LTIP | (0.03) | (0.03) | ||||||
CBLTIS | (0.02) | - | ||||||
EPRA diluted EPS | 4.54 | 3.45 | ||||||
Underlying EPS basic | 5.24 | 4.96 | ||||||
Effect of dilutive potential ordinary shares: | ||||||||
Warrants | (0.13) | (0.15) | ||||||
ERS | - | (0.01) | ||||||
LTIP | (0.03) | (0.05) | ||||||
CBLTIS | (0.03) | - | ||||||
Underlying diluted EPS | 5.05 | 4.75 |
4. Investment property | |||||||||
Asset class | Logistics | Logistics | Logistics | Office | |||||
Location | Moscow | St Petersburg | Regions | St Petersburg | 2014 | ||||
Fair value hierarchy * | Level 3 | Level 3 | Level 3 | Level 3 | Total | ||||
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |||||
Market value at 1 January 2014 | 1,198,986 | 189,090 | 217,113 | 40,922 | 1,646,111 | ||||
Transfer from investment property under construction (note 5) | - | - | - | - | - | ||||
Property improvements and movement in completion provisions | 666 | 342 | 19 | 581 | 1,608 | ||||
Unrealised profit / (loss) on revaluation | 3,283 | 2,997 | (1,014) | (2,353) | 2,913 | ||||
Market value at 30 June 2014 | 1,202,935 | 192,429 | 216,118 | 39,150 | 1,650,632 | ||||
Tenant incentives and contracted rent uplift balances | (15,082) | (4,482) | (2,289) | (1,995) | (23,848) | ||||
Head lease obligations | 9,176 | - | - | - | 9,176 | ||||
Carrying value at 30 June 2014 | 1,197,029 | 187,947 | 213,829 | 37,155 | 1,635,960 | ||||
Revaluation movement in the period ended 30 June 2014 | |||||||||
Gross revaluation | 3,283 | 2,997 | (1,014) | (2,353) | 2,913 | ||||
Effect of tenant incentives and contracted rent uplift balances | (1,404) | 24 | 303 | (228) | (1,305) | ||||
Revaluation reported in the Income Statement | 1,879 | 3,021 | (711) | (2,581) | 1,608 | ||||
Asset class | Logistics | Logistics | Logistics | Office | |||||
Location | Moscow | St Petersburg | Regions | St Petersburg | 2013 | ||||
Fair value hierarchy * | Level 3 | Level 3 | Level 3 | Level 3 | Total | ||||
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |||||
Market value at 1 January 2013 | 1,083,879 | 173,409 | 200,032 | 45,000 | 1,502,320 | ||||
Transfer from investment property under construction (note 5) | 85,356 | 11 | - | - | 85,367 | ||||
Property improvements and movement in completion provisions | (8,716) | 8,468 | 1,864 | - | 1,616 | ||||
Unrealised profit / (loss) on revaluation | 38,467 | 7,202 | 15,217 | (4,078) | 56,808 | ||||
Market value at 31 December 2013 | 1,198,986 | 189,090 | 217,113 | 40,922 | 1,646,111 | ||||
Tenant incentives and contracted rent uplift balances | (13,678) | (4,506) | (2,592) | (1,767) | (22,543) | ||||
Head lease obligations | 8,908 | - | - | - | 8,908 | ||||
Carrying value at 31 December 2013 | 1,194,216 | 184,584 | 214,521 | 39,155 | 1,632,476 | ||||
*Classified in accordance with the fair value hierarchy. There were no transfers between fair value hierarchy in 2013 or 2014. | |||||||||
At 30 June 2014 the Group has pledged investment property with a value of US$1,567 million (31 December 2013: US$1,565 million) to secure banking facilities granted to the Group (note 6). | |||||||||
5. Investment property under construction | |||||||||
Asset class | Assets under construction | Land Bank | |||||||
Location | Moscow | Regions | Moscow | St Petersburg | Regions | 30 June 2014 | |||
Fair value hierarchy * | Level 3 | Level 3 | Sub-total | Level 3 | Level 3 | Level 3 | Sub-total | Total | |
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | ||
Market value at 1 January 2014 | 79,535 | 13,800 | 93,335 | - | 3,668 | 18,963 | 22,631 | 115,966 | |
Costs incurred | 39,854 | 27 | 39,881 | - | 229 | 307 | 536 | 40,417 | |
Effect of foreign exchange rate changes | (451) | (315) | (766) | - | 79 | (84) | (5) | (771) | |
Transfer between asset classes | - | - | - | - | - | - | - | - | |
Transfer to investment property (note 4) | - | - | - | - | - | - | - | - | |
Unrealised profit on revaluation | 18,542 | 288 | 18,830 | - | - | - | - | 18,830 | |
Market value at 30 June 2014 | 137,480 | 13,800 | 151,280 | - | 3,976 | 19,186 | 23,162 | 174,442 | |
Head lease obligations | 2,873 | - | 2,873 | - | - | - | - | 2,873 | |
Carrying value at 30 June 2014 | 140,353 | 13,800 | 154,153 | - | 3,976 | 19,186 | 23,162 | 177,315 | |
Asset class | Assets under construction | Land Bank | 31 | ||||||
Location | Moscow | Regions | Moscow | St Petersburg | Regions | December 2013 | |||
Fair value hierarchy * | Level 3 | Level 3 | Sub-total | Level 3 | Level 3 | Level 3 | Sub-total | Total | |
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | ||
Market value at 1 January 2013 | 71,400 | 14,200 | 85,600 | 25,700 | 4,111 | 31,709 | 61,520 | 147,120 | |
Costs incurred | 52,652 | 60 | 52,712 | - | 153 | 1,017 | 1,170 | 53,882 | |
Effect of foreign exchange rate changes | (1,907) | (906) | (2,813) | (13) | (585) | (2,969) | (3,567) | (6,380) | |
Transfer between asset classes | 25,687 | - | 25,687 | (25,687) | - | - | (25,687) | - | |
Transfer to investment property (note 4) | (85,356) | - | (85,356) | - | (11) | - | (11) | (85,367) | |
Unrealised profit / (loss) on revaluation | 17,059 | 446 | 17,505 | - | - | (10,794) | (10,794) | 6,711 | |
Market value at 31 December 2013 | 79,535 | 13,800 | 93,335 | - | 3,668 | 18,963 | 22,631 | 115,966 | |
Head lease obligations | 2,953 | - | 2,953 | - | - | - | - | 2,953 | |
Carrying value at 31 December 2013 | 82,488 | 13,800 | 96,288 | - | 3,668 | 18,963 | 22,631 | 118,919 | |
*Classified in accordance with the fair value hierarchy. | |||||||||
2014 | 2013 | ||||||||
US$'000 | US$'000 | ||||||||
Revaluation movement in the period | |||||||||
Unrealised profit on revaluation of assets carried at external valuations | 18,830 | 17,695 | |||||||
Unrealised loss on revaluation of assets carried at directors' valuation | - | - | |||||||
18,830 | 17,695 | ||||||||
Borrowing costs capitalised in the period amounted to US$1.2 million (31 December 2013: US$1.2 million). At 30 June 2014 the Group has pledged investment property under construction with a value of US$85.6 million (31 December 2013: US$54.7 million) to secure banking facilities granted to the Group (note 6). |
6. Interest bearing loans and borrowings | 30 June | 31 December |
| |||||||
2014 | 2013 |
| ||||||||
US$'000 | US$'000 |
| ||||||||
Bank loans |
| |||||||||
Loans due for settlement within 12 months | 117,973 | 81,803 |
| |||||||
Loans due for settlement after 12 months | 722,719 | 721,311 |
| |||||||
840,692 | 803,114 |
| ||||||||
| ||||||||||
The Group's borrowings have the following maturity profile: |
| |||||||||
On demand or within one year | 117,973 | 81,803 |
| |||||||
In the second year | 167,165 | 47,553 |
| |||||||
In the third to fifth years | 361,367 | 487,197 |
| |||||||
After five years | 194,187 | 186,561 |
| |||||||
840,692 | 803,114 |
| ||||||||
| ||||||||||
The amounts above include unamortised loan origination costs of US$13.4 million (31 December 2013: US$13.4 million) and interest accruals of US$1.3 million (31 December 2013: US$1.4 million). |
| |||||||||
| ||||||||||
The principal terms of the Group's interest bearing loans and borrowings on a weighted average basis are summarised below: |
| |||||||||
| ||||||||||
As at 30 June 2014 | Interest | Maturity |
| |||||||
Rate | (years) | US$'000 |
| |||||||
Secured on investment property and investment property under construction | 7.1% | 4.4 | 810,692 |
| ||||||
Unsecured facility of the Company | 7.9% | 6.2 | 30,000 |
| ||||||
840,692 |
| |||||||||
As at 31 December 2013 |
| |||||||||
| ||||||||||
Secured on investment property and investment property under construction | 7.2% | 4.6 | 773,114 |
| ||||||
Unsecured facility of the Company | 7.9% | 6.7 | 30,000 |
| ||||||
803,114 |
| |||||||||
| ||||||||||
The interest rates shown above are the weighted average cost, including US LIBOR, as at the Balance Sheet dates. |
| |||||||||
| ||||||||||
At 30 June 2014 the Group had drawn US$39 million of new debt out of a total facility of US$73 million to refinance the IFC and EBRD facilities secured on the Novosibirsk project. On 2 July 2014, the Group repaid in full the IFC and EBRD facilities and subsequently drew the remainder of the new facility. The new facility is for a 10 year term and has a margin of 5.6% over US LIBOR. |
| |||||||||
7. Preference shares | 30 June | 31 December |
| |||||||
2014 | 2013 |
| ||||||||
US$'000 | US$'000 |
| ||||||||
Authorised share capital: |
| |||||||||
400,000,000 preference shares of 1p each | 5,981 | 5,981 |
| |||||||
| ||||||||||
30 June | 31 December |
| ||||||||
2014 | 2013 |
| ||||||||
Issued share capital: | Number | Number |
| |||||||
At 1 January | 97,379,362 | 190,409,488 |
| |||||||
Re-issued / issued in the period / year | 258,197 | 3,410,388 |
| |||||||
Converted to ordinary shares | - | (97,359,522) |
| |||||||
Scrip dividends | 214,679 | 919,008 |
| |||||||
At 30 June / 31 December | 97,852,238 | 97,379,362 |
| |||||||
| ||||||||||
Shares in issue | 97,889,287 | 97,674,608 |
| |||||||
Held by the Company's Employee Benefit Trusts | (37,049) | (295,246) |
| |||||||
At 30 June / 31 December | 97,852,238 | 97,379,362 |
| |||||||
| ||||||||||
30 June | 31 December |
| ||||||||
2014 | 2013 |
| ||||||||
US$'000 | US$'000 |
| ||||||||
At 1 January | 172,205 | 325,875 |
| |||||||
Re-issued / issued in the period / year | 650 | 8,473 |
| |||||||
Premium on redemption of preference shares and amortisation of issue costs | 356 | 1,476 |
| |||||||
Converted to ordinary shares | - | (171,973) |
| |||||||
Scrip dividends | 587 | 2,238 |
| |||||||
Movement on accrual for preference dividends | - | (59) |
| |||||||
Effect of foreign exchange rate changes | 5,575 | 6,175 |
| |||||||
At 30 June / 31 December | 179,373 | 172,205 |
| |||||||
| ||||||||||
On 31 December 2013 the Company converted 97,416,231 preference shares into 194,832,462 ordinary shares in accordance with the terms of the preference share conversion offer made to preference shareholders on 27 November 2013. The difference between the carrying value of the preference shares converted and the fair value of the ordinary shares created resulted in a charge of US$86 million to the Income Statement for the year ended 31 December 2013. The Company's Employee Benefit Trust participated in the conversion and converted 56,709 preference shares. |
| |||||||||
| ||||||||||
8. Provisions |
| |||||||||
Provisions reflect the ongoing litigation in CJSC Toros ("Toros"), the subsidiary company that owns the Pushkino project.In December 2010, prior to the Group's acquisition of Pushkino, a supplier to Toros filed a claim against Toros in the Moscow Region Arbitration Court, concerning alleged non payment of rent in respect of the supply of electricity generating equipment. Various hearings have been held since that date and the court process is ongoing. At 30 June 2014, an amount of 1.45 billion Roubles was lodged at Court by Toros as part of that court process. |
| |||||||||
At the time of the acquisition the vendor of Toros, PLP Holding GmbH ("PLP"), agreed to indemnify Padastro, the acquiring entity and the new holding company of Toros, in respect of this litigation. The indemnity was secured by a cash retention and PLP retained conduct of the claim on behalf of Toros in return. On 12 October 2013, PLP agreed with Padastro and Toros to release the retention in return for which Padastro released its claim under the indemnity. The majority of the retention monies received are restricted until the litigation has been resolved. |
| |||||||||
9. Share capital | 30 June | 31 December |
| |||||||
2014 | 2013 |
| ||||||||
US$'000 | US$'000 |
| ||||||||
Authorised share capital: |
| |||||||||
1,500,000,000 ordinary shares of 1p each | 27,469 | 27,469 |
| |||||||
| ||||||||||
30 June | 31 December |
| ||||||||
2014 | 2013 |
| ||||||||
Issued share capital: | US$'000 | US$'000 |
| |||||||
At 1 January | 13,876 | 11,131 |
| |||||||
On conversion of preference shares | - | 3,227 |
| |||||||
Issued in the period / year for cash on warrant exercises | 4 | 22 |
| |||||||
Cancelled under tender offers (see note 14) | - | (504) |
| |||||||
At 30 June / 31 December | 13,880 | 13,876 |
| |||||||
| ||||||||||
30 June | 31 December |
| ||||||||
2014 | 2013 |
| ||||||||
Issued share capital: | Number | Number |
| |||||||
At 1 January | 753,379,368 | 589,349,049 |
| |||||||
On conversion of preference shares | - | 194,832,462 |
| |||||||
Issued in the period / year for cash on warrant exercises | 223,232 | 1,392,235 |
| |||||||
Cancelled under tender offers (see note 14) | - | (32,194,378) |
| |||||||
At 30 June / 31 December | 753,602,600 | 753,379,368 |
| |||||||
| ||||||||||
Of the authorised ordinary share capital at 30 June 2014, 26.5 million (31 December 2013: 26.7 million) ordinary shares are reserved for warrants. |
| |||||||||
| ||||||||||
Details of own shares held are given in note 11. |
| |||||||||
| ||||||||||
10. Warrants | 30 June | 31 December |
| |||||||
2014 | 2013 |
| ||||||||
Number | Number |
| ||||||||
At 1 January | 26,747,918 | 28,140,153 |
| |||||||
Exercised in the period / year | (223,232) | (1,392,235) |
| |||||||
At 30 June / 31 December | 26,524,686 | 26,747,918 |
| |||||||
| ||||||||||
30 June | 31 December |
| ||||||||
2014 | 2013 |
| ||||||||
US$'000 | US$'000 |
| ||||||||
At 1 January | 1,279 | 1,367 |
| |||||||
Exercised in the period / year | (15) | (88) |
| |||||||
At 30 June / 31 December | 1,264 | 1,279 |
| |||||||
| ||||||||||
In the period since 30 June 2014 256,483 warrants have been exercised. |
| |||||||||
| ||||||||||
11. Own shares held | 30 June | 31 December |
| |||||||
2014 | 2013 |
| ||||||||
Number | Number |
| ||||||||
At 1 January | 22,199,776 | 25,557,737 |
| |||||||
Acquired under a tender offer | 26,494,584 | - |
| |||||||
On conversion of preference shares | - | 113,418 |
| |||||||
Other acquisitions | 320,097 | 528,515 |
| |||||||
Cancelled | - | (900,941) |
| |||||||
Allocation to satisfy bonus awards (note 13c) | - | (121,429) |
| |||||||
Allocation to satisfy ERS options exercised (note 13a) | - | (979,592) |
| |||||||
Allocation to satisfy LTIP options exercised (note 13a) | (1,049,219) | (1,997,932) |
| |||||||
Allocation to satisfy CBLTIS awards vesting (note 13a) | (6,559,250) | - |
| |||||||
At 30 June / 31 December | 41,405,988 | 22,199,776 |
| |||||||
| ||||||||||
30 June | 31 December |
| ||||||||
2014 | 2013 |
| ||||||||
US$'000 | US$'000 |
| ||||||||
At 1 January | 22,754 | 24,145 |
| |||||||
Acquired under a tender offer | 38,044 | - |
| |||||||
On conversion of preference shares | - | 150 |
| |||||||
Other acquisitions | 403 | 704 |
| |||||||
Cancelled | - | (388) |
| |||||||
Allocation to satisfy bonus awards (note 13c) | - | (52) |
| |||||||
Allocation to satisfy ERS options exercised (note 13a) | - | (422) |
| |||||||
Allocation to satisfy LTIP options exercised (note 13a) | (957) | (1,383) |
| |||||||
Allocation to satisfy CBLTIS awards vesting (note 13a) | (5,952) | - |
| |||||||
At 30 June / 31 December | 54,292 | 22,754 |
| |||||||
| ||||||||||
Allocations are transfers by the Company's Employee Benefit Trusts to satisfy bonus awards made in the period, ERS and LTIP options exercised in the period and the vesting of CBLTIS awards. The amounts shown for share movements are net of the Trustees' participation in tender offers during the period from grant to exercise. Details of outstanding ERS and LTIP options, which are vested but unexercised, are given in note 13a. |
| |||||||||
| ||||||||||
12. Net asset value per share | 30 June | 31 December |
| |||||||
2014 | 2013 |
| ||||||||
US$'000 | US$'000 |
| ||||||||
Net asset value | 899,478 | 891,919 |
| |||||||
Goodwill | (7,824) | (7,906) |
| |||||||
Goodwill in joint venture | (5,956) | (5,769) |
| |||||||
Deferred tax on revaluation gains | 75,232 | 70,859 |
| |||||||
Unrealised foreign exchange losses on preference shares | 29,613 | 24,038 |
| |||||||
Fair value of interest rate derivative financial instruments | (1,536) | (1,510) |
| |||||||
Fair value of foreign exchange derivative financial instruments | (6,301) | (5,862) |
| |||||||
Adjusted net asset value | 982,706 | 965,769 |
| |||||||
| ||||||||||
Assuming exercise of all potential ordinary shares |
| |||||||||
- Warrants (note 10) | 11,339 | 11,076 |
| |||||||
- ERS (note 13) | - | - |
| |||||||
- LTIP (note 13) | 2,399 | 2,780 |
| |||||||
- CBLTIS (note 13) | - | - |
| |||||||
Adjusted fully diluted net asset value | 996,444 | 979,625 |
| |||||||
| ||||||||||
30 June | 31 December |
| ||||||||
2014 | 2013 |
| ||||||||
Number | Number |
| ||||||||
Number of ordinary shares (note 9) | 753,602,600 | 753,379,368 |
| |||||||
Less own shares held (note 11) | (41,405,988) | (22,199,776) |
| |||||||
712,196,612 | 731,179,592 |
| ||||||||
| ||||||||||
Assuming exercise of all potential ordinary shares |
| |||||||||
- Warrants (note 10) | 26,524,686 | 26,747,918 |
| |||||||
- ERS (note 13) | 325,000 | 325,000 |
| |||||||
- LTIP (note 13) | 5,612,612 | 6,712,613 |
| |||||||
- CBLTIS (note 13) | 7,446,417 | 14,201,085 |
| |||||||
Number of ordinary shares assuming exercise of all potential ordinary shares | 752,105,327 | 779,166,208 |
| |||||||
| ||||||||||
30 June | 31 December |
| ||||||||
2014 | 2013 |
| ||||||||
US$ | US$ |
| ||||||||
Net asset value per share | 1.26 | 1.22 |
| |||||||
Fully diluted net asset value per share | 1.21 | 1.16 |
| |||||||
Adjusted net asset value per share | 1.38 | 1.32 |
| |||||||
Adjusted fully diluted net asset value per share | 1.32 | 1.26 |
| |||||||
| ||||||||||
| ||||||||||
13. Share-based payments and other long term incentives | Period 1/1/14 to 30/6/14 | Period 1/1/13 to 30/6/13 |
| |||||||
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 | 7,037,613 | 24p | 10,104,279 | 22p |
| |||||
Exercised during the period |
| |||||||||
- ERS | - | (1,000,000) | 0p |
| ||||||
- LTIP | (1,100,001) | 25p | (300,001) | 25p |
| |||||
Outstanding at the end of the period | 5,937,612 | 24p | 8,804,278 | 24p |
| |||||
| ||||||||||
Represented by: |
| |||||||||
- ERS | 325,000 | 325,000 |
| |||||||
- LTIP | 5,612,612 | 8,479,278 |
| |||||||
5,937,612 | 8,804,278 |
| ||||||||
| ||||||||||
Exercisable at the end of the period | 5,937,612 | 24p | 5,788,964 | 24p |
| |||||
| ||||||||||
(b) Movements in Combined Bonus and Long Term Incentive Scheme Awards |
| |||||||||
30 June 2014 | 30 June 2013 |
| ||||||||
No of award | No of award |
| ||||||||
shares | shares |
| ||||||||
Awards of Ordinary shares: |
| |||||||||
Outstanding at the beginning of the period | 14,201,085 | 14,303,279 |
| |||||||
- Granted during the period | - | - |
| |||||||
- Lapsed during the period | - | - |
| |||||||
- Vested during the period | (6,754,668) | - |
| |||||||
Outstanding at the end of the period | 7,446,417 | 14,303,279 |
| |||||||
| ||||||||||
30 June 2014 | 30 June 2013 |
| ||||||||
No of award | No of award |
| ||||||||
Awards of Preference shares: | shares | shares |
| |||||||
Outstanding at the beginning of the period | 314,906 | 3,731,343 |
| |||||||
- Granted during the period | - | - |
| |||||||
- Lapsed during the period | - | - |
| |||||||
- Vested during the period | (314,906) | (3,410,388) |
| |||||||
Outstanding at the end of the period | - | 320,955 |
| |||||||
| ||||||||||
(c) Income statement charge for the period | 30 June 2014 | 30 June 2013 |
| |||||||
US$'000 | US$'000 |
| ||||||||
Expense attributable to ERS and LTIP awards in prior periods | 138 | 257 |
| |||||||
Bonus awards in the period | - | 131 |
| |||||||
Combined Bonus and Long Term Incentive Scheme awards 2012 to 2014 | 1,048 | 3,900 |
| |||||||
1,186 | 4,288 |
| ||||||||
To be satisfied by allocation of: |
| |||||||||
Ordinary shares (IFRS 2 expense) | 1,258 | 488 |
| |||||||
Preference shares (IAS 19 expense) | (72) | 3,800 |
| |||||||
1,186 | 4,288 |
| ||||||||
| ||||||||||
14. Ordinary dividends The Company did not declare a final dividend for the year ended 31 December 2013 (2012: none) and instead implemented a tender offer buy back for ordinary shares on the basis of 1 in every 28 shares held and a tender price of 85 pence per share, the equivalent of a final dividend of 3 pence per share. |
| |||||||||
| ||||||||||
15. Financial instruments Set out below is a comparison of the carrying amounts and fair value of the Group's financial instruments as at the Balance Sheet date: | ||||||||||
| ||||||||||
30 June 2014 | 31 December 2013 |
| ||||||||
Carrying | Fair | Carrying | Fair |
| ||||||
Value | Value | Value | Value |
| ||||||
US$'000 | US$'000 | US$'000 | US$'000 |
| ||||||
Non-current assets |
| |||||||||
Loans receivable | 1,268 | 1,186 | 1,261 | 1,180 |
| |||||
Security deposits | 4,596 | 4,596 | 4,781 | 4,781 |
| |||||
Restricted cash | 7,479 | 7,479 | 50,000 | 50,000 |
| |||||
Derivative financial instruments | 9,763 | 9,763 | 10,266 | 10,266 |
| |||||
| ||||||||||
Current assets |
| |||||||||
Trade receivables | 36,853 | 36,853 | 37,620 | 37,620 |
| |||||
Other current receivables | 4,707 | 4,707 | 638 | 638 |
| |||||
Derivative financial instruments | 2,421 | 2,421 | 1,519 | 1,519 |
| |||||
Cash and short term deposits | 188,292 | 188,292 | 201,324 | 201,324 |
| |||||
| ||||||||||
Non-current liabilities |
| |||||||||
Interest bearing loans and borrowings | 722,719 | 536,652 | 721,311 | 524,269 |
| |||||
Preference shares | 179,373 | 277,830 | 172,205 | 255,561 |
| |||||
Derivative financial instruments | 4,347 | 4,347 | 4,413 | 4,413 |
| |||||
Rent deposits | 25,671 | 19,316 | 24,737 | 17,979 |
| |||||
Other payables | 11,995 | 11,995 | 14,970 | 14,970 |
| |||||
| ||||||||||
Current liabilities |
| |||||||||
Interest bearing loans and borrowings | 117,973 | 117,973 | 81,803 | 81,803 |
| |||||
Other payables | 26,773 | 26,773 | 30,686 | 30,686 |
| |||||
| ||||||||||
Fair value hierarchy |
| |||||||||
| ||||||||||
The following table shows an analysis of the fair values of financial instruments recognised in the balance sheet by level of the fair value hierarchy: | ||||||||||
| ||||||||||
Total Fair |
| |||||||||
Level 1 | Level 2 | Level 3 | Value |
| ||||||
As at 30 June 2014 | US$'000 | US$'000 | US$'000 | US$'000 |
| |||||
Assets measured at fair value |
| |||||||||
Investment property | - | - | 1,635,960 | 1,635,960 |
| |||||
Investment property under construction | - | - | 177,315 | 177,315 |
| |||||
Derivative financial instruments | - | 12,184 | - | 12,184 |
| |||||
| ||||||||||
Liabilities measured at fair value |
| |||||||||
Derivative financial instruments | - | 4,347 | - | 4,347 |
| |||||
| ||||||||||
As at 31 December 2013 |
| |||||||||
Assets measured at fair value |
| |||||||||
Investment property | - | - | 1,632,476 | 1,632,476 |
| |||||
Investment property under construction | - | - | 118,919 | 118,919 |
| |||||
Derivative financial instruments | - | 11,785 | - | 11,785 |
| |||||
| ||||||||||
Liabilities measured at fair value |
| |||||||||
Derivative financial instruments | - | 4,413 | - | 4,413 |
| |||||
| ||||||||||
Level 1 - Quoted prices in active markets for identical assets or liabilities that can be accessed at the Balance Sheet date. Level 2 - Use of a model with inputs that are directly or indirectly observable market data. Level 3 - Use of a model with inputs that are not based on observable market data. The Group's foreign currency derivative financial instruments are call options and are measured based on spot exchange rates, the yield curves of the respective currencies as well as the currency basis spreads between the respective currencies. The Group's interest rate derivative financial instruments comprise swap contracts and interest rate caps. These contracts are valued using a discounted cash flow model and where not cash collateralised consideration is given to the Group's own credit risk. |
| |||||||||
| ||||||||||
Related Shares:
RAV.L