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Final Results

26 Apr 2016 17:01

RNS Number : 4205W
Arricano Real Estate PLC
26 April 2016
 

26 April 2016

 

Arricano Real Estate plc

("Arricano" or the "Company" or, together with its subsidiaries, the "Group")

 

Final Results for the 12 months ended 31 December 2015

 

Arricano is one of the leading real estate developers and operators of shopping centres in Ukraine. Today, Arricano owns and operates five completed shopping centres comprising 147,800 sqm of gross leasable area, a 49.9% shareholding in Assofit and land for a further three sites under development.

 

Highlights

 

· Recurring revenues were USD20.4 million (2014: USD22.8 million)

 

· Operating profit increased to USD18.9 million (2014: USD10.5 million), both figures including revaluation gains and adjustments to operating expenses explained below

 

· Total fair valuation of the Company's portfolio was USD160.3 million as at 31 December 2015 (2014: USD205.6 million)

 

· Overall occupancy rates for 2015 increased to 96.2% against 89.3% in 2014

 

· As at 31 December 2015, the Company's borrowings at project level remain conservative with a loan to investment property value ratio of 37.44%, compared to 2014 number of 29.6%

 

· Net asset value USD3.1 million (2014: USD61.7 million)

 

Rupert Cottrell, Chairman of Arricano, commented: "Arricano is operating in a challenging market environment, but we continue to attract a strong tenant base and have increased occupancy across the entire portfolio. 2015 saw a record number of visitors to our malls, driven by our innovative approach to the design and management of the spaces."

 

For further information please contact:

 

CEO:

Arricano Real Estate plc

Mykhailo Merkulov

 

 

Tel: +380 44 569 6708

Financial PR:

Novella Communications Limited

Tim Robertson/Ben Heath

 

 

Tel: +44 (0)20 3151 7008

Nominated Adviser and Joint Broker:

Smith & Williamson Corporate Finance Limited

 Azhic Basirov

 

 

Tel: +44 (0)20 7131 4000

Joint Broker:

Whitman Howard Limited

Ranald McGregor-Smith

 

 

Tel: +44 (0)20 7087 4555

Chairman's Statement

 

The market environment is still challenging and this was reflected in the total revenues in the period which decreased by 11% from the prior year to USD20.4 million, while retail sales in Ukraine fell by 55% in USD terms. Occupancy across the entire portfolio increased, however, to 96.2%, up from 89.3% at 31 December 2015, demonstrating that the Company continues to have a stable tenant base and the ability to attract new tenants.

 

Performance in the period has again been adversely affected by the continued volatility of the market environment in Ukraine. The Ukrainian Hryvnia fell by around 52% against the USD, and inflation in the country reached 43% at the end of the year. Fortunately, Arricano remains in a stable financial position, although we do not expect to see any immediate economic recovery. However, Ukraine is set to receive around USD9bn in funding in 2016, from key bodies such as the International Monetary Fund, and the European Union.

 

As at 31 December 2015, Arricano has 147,800sqm of completed assets spread across five completed shopping centres ("SECs"). In addition, the Company also owns title rights for 14 ha. of development land divided into three specific sites which are at varying stages of development. These are in Lukianivka and Petrivka (both Kyiv), as well as Rozumovska (Odesa).

 

Reflecting the long-term confidence of the business, the Company confirmed plans to invest approximately USD80 million into the construction of a new SEC in Rozumovska, Odessa. The Odessa Mall is intended to be a three-level SEC and will include a major hypermarket, shops and shopping galleries, leisure and entertainment areas, with a gross leasable area of 39,200 sqm. The development is expected to create 1100 new jobs.

During the period under review, Arricano concluded 187 new lease contracts in its shopping mall network. This equated to letting 19,900 sqm of retail space, including 7,667 sqm in the course of rotation. 2015 also saw a record 39.3 million people visited Arricano SECs, reflecting well upon the image of the Company as a leading in developer and operator of shopping centres in Ukraine.

 

It has certainly been another challenging year for Arricano and I would like to take this opportunity to thank all employees of the Group for their commitment and continued loyalty to the business. The management team has undergone a number of changes, including the appointment of Tetyana Kolesnyk as the Company's Chief Financial Officer and Mykhailo Merkulov, Chief Executive Officer of the Company, as an Executive Director on the Board of Directors.

 

Ukraine represents the last sizeable real estate market in Europe that is still severely underdeveloped in terms of retail space. When the country returns to stability, this will again be a key driver of value and appeal to internal and external investors. For the time being, our focus remains on managing and improving our existing portfolio whilst also continuing to progress with development projects. The Board believes that the Company remains in a strong position to endure any current challenges and will continue to be a leading owner and developer of shopping centres in Ukraine.

 

Rupert Cottrell

Chairman

25 April 2016

 

Chief Executive Officer's Report

 

 

Introduction

 

2015 has seen the prolongation of a difficult and volatile political environment in Ukraine. However, Arricano continues to make good progress, attracting new tenants, increasing occupancy alongside pro-active marketing campaigns and pursuing the development of new projects.

 

· Despite the challenging environment Arricano managed to significantly outperform the market level which became possible due to several factors: new professionals from the market joined the company in key business areas, team was reunited and motivated to reach stretch goals, internal processes have been revised and efficiency improved, significant innovations in every business area have been implemented. "Innovation" was a company motto for 2015, the internal innovation campaign generated over 120 ideas, half of which have been implemented in 2015.

 

Results

 

Revenues for the period were USD20.4 million (2014:USD22.8 million). As a result, the Net Operating Income ("NOI") from the operating properties was USD20.2 million compared to USD 20.8 million in 2014. Decrease of NOI was driven by the reduction in revenues.

 

The loss before tax decreased to USD16.3million (2014: loss of USD69.6 million). This decrease was primarily by a reduction in the foreign currency translation loss which, in 2015, was USD 19.2 million compared to USD 49.8 million in 2014 and there was also a significant impairment charge accrued in 2014 of USD 20.7 million.

 

The portfolio of assets was externally and independently valued as at 31 December 2015 by Expandia LLC, part of the CBRE Affiliate Network. The portfolio was valued at USD160.3 million (31 December 2014: USD205.6 million), the reduction in the value of the portfolio was due to the fall in the value of the Hryvnia and the lower income base of the portfolio.

 

Bank debt at the year-end was USD60.1 million, with the majority of borrowings at the project level at an average interest rate of 9.8%. Loans mature between 2016 and 2020 and the Company's loan to investment property value ratio is 37.4%. In addition, there was USD4.2 million of cash, cash equivalents, and restricted deposits, as at 31 December 2015.

 

The Market

 

The market environment has been tough over the last 12 months, yet the Group's five shopping and entertainment centres have continued to operate as normal every day with a record 39.3 million people visiting the malls over the year. This is a great achievement by the Company and reflects the success of our strategy to focus on enhancing the customer experience of visiting the shopping centres.

 

The Company has been particularly active during the period in marketing both the SECs and the tenants that occupy them. There has also been a program initiated to redesign a number of the SECs and modernise the layout and accessibility to on-site facilities such as food courts and comfort zones. This, coupled with an increased operational efficiency has improved the customer experience for consumers, and has led to the increase in footfall numbers across the portfolio.

 

Tenants continue to be impacted by the economic environment and as a result churn levels remain higher than in a normal market. The Company's ability to find new tenants has been critical and during 2015, the Company signed 187 new lease contracts, including a number of significant tenants. Among these is NAMES'UA, the first ever multi-branded department store that offers Ukrainian-only brands, which opened a 2,140 sqm store within SEC Prospect in October 2015. Other significant tenants included Poisk Home and LC Waikiki.

 

In terms of the new developments, the Company is progressing projects in Odessa and Lukyanivka, Kyiv. In Odessa, plans were announced in October 2015 to invest USD80 million in the development of this site, the next stage is to complete the financing process. In Lukyanivka, development is underway and completion is expected at the end of 2017. The third development site in Petrivka (Kyiv), remains on hold currently while the management decide on the optimal strategy for development.

 

On 5 November 2015, the Company announced that the High Court of Justice in London had dismissed the claim filed by Stockman Interhold SA ("Stockman") seeking to overturn the declaration made in August 2014 by the London Court of International Arbitration ("LCIA") that Arricano had validly exercised the call option whereby it sought to acquire a shareholding of 50.03 per cent. in Assofit Holdings Limited, previously the holding company of the Sky Mall shopping centre in Kyiv (the Company owns the other 49.97 per cent.). The Group is now expecting an award of the sole arbitrator in respeсt of Arricano's damages claim.

 

While the dispute is not yet fully settled, the Company is pleased with progress so far and believes that increasing transparency and public awareness within the Ukrainian business environment is an important agenda to follow.

 

Outlook

 

Arricano continues to perform well in the context of the wider environment. To increase occupancy to 96.2% during 2015 is an excellent achievement. The asset and tenant base of the business is strong and we continue to work hard to further strengthen it with focus on servicing our tenants and all visitors to our centres.

 

Following the "Innovation" year of 2015, Arricano is declaring 2016 to be a "Service" year. The company management believes that increasing its service level to B2C and B2B customers will allow to significantly increase the loyalty and therefore the revenues. Service improvement to B2B customers will involve support to tenants in increasing their turnover, while B2C client will see changes in the product and service offers in the malls which will make them increase frequency of visits and lengths of stay in Arricano malls.

 

We know in time Ukraine will recover and at that point Arricano will be able to reap the reward of its continued investment in the existing and future portfolio.

 

 

Mykhailo Merkulov

Chief Executive Officer

25 April 2016

 

Operating Portfolio

 

In the following section we have provided an overview of each asset in the completed portfolio.

 

Sun Gallery (Kryvyi Rih)

 

Sun Gallery, opened in 2008, is one of the largest shopping malls in Kryvyi Rih. It is located at 30-richchia Peremohy Square, in the Saksahanskyi district in the northeastern part of Kryvyi Rih. It has easy access by car and has good public transport links. The primary shopping centre catchment area includes almost the whole territory of the Saksahanskyi district and part of the Zhovtnevyi district. The secondary area covers the Dovhyntsivskyi district.

 

The shopping centre is on two levels, spanning a total GLA of approximately 34,740 sq. m. There are approximately 80 gallery tenants, a children's entertainment zone, a food court with restaurants and cafes, a bowling alley, and anchor tenants electronics store Comfy and hypermarket Auchan.

 

Key statistics

• GLA - c. 34,740 sqm

• Vacancy rate as at 31 December 2015 - 2.3 per cent.

• Average monthly rental rate - USD6.70 /sqm as at 31 December 2015

• Average Monthly Visitors (2015) - 0.4 million

• Bank debt at 31 December 2015 - USD6.22 million

• Valuation at 31 December 2015 - USD15.3 million

 

City Mall (Zaporizhzhia)

 

City Mall is one of the largest shopping centres in Zaporizhzhia with a total GLA of approximately 21,480 sq. m. on a single level. The shopping centre is located on the Dnipro river approximately 3 km from Zaporizhzhia city centre, between two densely populated areas of Zaporizhzhia in the Zhovtnevyi administrative district (1b Zaporizska street), with convenient accessibility by public and private transport.

 

The second phase of City Mall was opened in April 2011 and comprises a gallery with approximately 80 international and local tenants, a food court with 10 restaurants, a children's entertainment zone and parking which is shared with DIY superstore Epicenter. City Mall's anchor tenants are the hypermarket Auchan, which is the largest in the city, and the electronics store Comfy.

 

Key statistics

• GLA - c. 21,480 sqm

• Vacancy rate as at 31 December 2015 - 0.0 per cent.

• Average monthly rental rate - USD10.60 /sqm as at 31 December 2015

• Average Monthly Visitors (2015) - 0.5 million

• Bank debt at 31 December 2015 - USD10.4 million

• Valuation at 31 December 2015 - USD19.8 million

 

South Gallery (Simferopol)

 

The site is located in the north of Simferopol, about five minutes' driving distance from one of the city's major crossroads, Moskovska Square. The site is linked to the city centre and residential areas east of the city by one of the main thoroughfares of Simferopol. The primary shopping centre catchment area includes northern parts of the Kyivskyi and Zaliznychnyi districts. The secondary area covers almost the whole city, except for its very southern parts.

 

South Gallery shopping centre (Phases I and II) is situated on a land plot with a total area of 10.2 ha. Phase I of the shopping centre tenants include Auchan (international hypermarket chain) and a Comfy electronics store, with a small gallery. With the completion of Phase II in February 2014 the mall is now a regional destination shopping centre with a total GLA of 36,690 sq. m.

 

Key statistics

 

• GLA - 36,690 sqm

• Vacancy rate as at 31 December 2015 - 5.6 per cent.

• Average monthly rental rate - USD11.70 /sqm as at 31 December 2015

• Average Monthly Visitors (2015) - 0.6 million

• Bank debt at 31 December 2015 - USD4.99 million

• Valuation at 31 December 2015 - USD28.5 million

 

RayON (Kyiv)

 

The RayON shopping centre was opened to the public in August 2012. The shopping centre is located in the north east of Kyiv along the left bank of the Dnipro river, with satisfactory transportation links.

The shopping centre has a GLA of approximately 24,250 sq. m. on two levels, with approximately 860 parking spaces. The concept for RayON is a district shopping centre, which focuses on food, clothing and convenience products. The shopping centre is anchored by a Silpo foods supermarket, one of the biggest supermarket chains in Ukraine and a member of the Fozzy group. Electronics supermarket Comfy also operates within the shopping centre.

 

RayON has several restaurants and a children's entertainment zone to complement the retail facilities. RayON is located in the middle of the Desnjanski district, one of the most densely populated areas in Kyiv, with an estimated catchment area of approximately 170,000.

 

Key statistics

 

• GLA - c. 24,250 sqm

• Vacancy rate as at 31 December 2015 - 3.53 per cent.

• Average monthly rental rate - USD12.70 /sqm as at 31 December 2015

• Average Monthly Visitors (2015) - 0.5 million

• Bank debt at 31 December 2015 - USD20.2 million

• Valuation at 31 December 2015 - USD24.5 million

 

Prospect (Kyiv)

 

SEC Prospect is located directly on the inner ring road of Kyiv on the left bank of the Dnipro river in the Desnianskyi administrative district, with good automobile accessibility and public transport links. The area is already recognised as a popular shopping destination, located close to a large open-air market and a bazaar-style shopping centre (SC Darinok).

 

The SEC consists of a two-storey retail and leisure complex with a total gross building area of approximately 41,650 sqm (excluding roof and surface parking and excluding the hypermarket building referred to below) and a GLA of approximately 30,650 sq. m. and parking. The centre opened at the end of 2014.

 

Key statistics

 

• GLA - c. 30,650 sqm

• Vacancy rate as at 31 December 2015 - 7 per cent.

• Average monthly rental rate - USD8.50 /sqm as at 31 December 2015

• Average Monthly Visitors (2015) - 1.1 million

• Bank debt at 31 December 2015 - USD18.26 million

• Valuation at 31 December 2015 - USD26.0 million

 

Development Properties

 

Lukianivka (Kyiv)

 

The Lukianivka development property is located on the right bank of Kyiv in the Shevchenkivskyi administrative district. The land plot has a total area of 4.14 hectares. The Group is planning to construct its flagship shopping centre in the central business district of Kyiv, with a more upmarket vision in terms of the concept and tenant mix. The Lukianivka development property allows for the construction of a multi-use complex, consisting of a shopping and leisure centre including, inter alia, a hypermarket, shops and shopping galleries, a leisure and entertainment area, a food court restaurants and a service area. The property would also have two underground parking levels and one seven-storey residential building, construction of which will continue after completion of the shopping centre. It is expected that the GLA of the shopping and entertainment centre would be approximately 47,000 sq. m. The Group obtained the relevant construction permit in June 2013.

 

Land plot: 4.14 hectares

Title: leasehold title plus title to several buildings (historical landmarks) on the site

Development: retail, leisure and entertainment centre

Gross construction area (GBA): c.69,300 sqm for the shopping centre (plus c.45,500 sqm GBA for parking)

Gross leasable area (GLA): c.47,000 sqm

Parking spaces: to include roof parking and underground parking

Type: city shopping centre (pocket hypermarket anchored) with residential

Actual construction start date: Q4 2013

Forecast opening date: Q4 2017

 

Rozumovska (Odesa)

 

The Black Sea port of Odesa is Ukraine's fourth largest city, with over one million inhabitants, and is a popular leisure destination. The Rozumovska development property is located partly on the façade of Rozumovska Street close to its intersection with Balkovska Street, in the Malynovskyi administrative district of Odesa, in close proximity to public transportation links.

The site is located opposite the city's main bus station. Rozumovska Street connects directly to the highway to Kyiv.

 

The Group has signed a lease agreement for the land plot with a total area of 4.5 hectares. The Rozumovska development property is expected to be a three-storey shopping and entertainment centre with a sufficient number of parking spaces to accommodate customer demand. The target GLA is approximately 39,200 sq. m., including a hypermarket, shops and shopping galleries, a leisure and entertainment area, a food court restaurants and a service area. The preliminary design concept of the project has been completed and the developer is currently applying for the relevant consents and permits, given current market conditions.

 

Land plot:

4.5 hectares

Location:

Odesa

Title:

buildings and companies owning the site have been purchased, but land title still needs to be allocated

Development:

retail, leisure and entertainment centre

Gross construction area (GBA):

c. 48,870 sqm

Gross leasable area (GLA):

39,200 sqm

Parking spaces:

1,400

Type:

Regional mall (hypermarket anchored)

Expected construction start date:

to be defined

Forecast opening date:

to be defined

 

Petrivka (Kyiv)

 

The Petrivka development property is located on the right bank of the Dnipro river in Kyiv, in the Obolonskyi administrative district. The site has an area of 5.4 ha. The Group is currently considering the best use of the site, which could include both residential and retail use. If the site is to be developed as a shopping centre, the management expects the GLA to be approximately 31,450 sq. m.

 

Investment

Sky Mall (Kyiv)

 

Sky Mall is one of the largest shopping centres in Kyiv, built to an award-winning design by the international architectural firm Chapman Taylor. It is home to top-quality brands, which include TopShop and Marks & Spencer, and anchored by the hypermarket Auchan, Comfy and stores of the Inditex Group. The first phase of the shopping centre (hypermarket) opened in 2007 and the second phase of the development opened in August 2010. It is located in the Dniprovskyi district of Kyiv on Vatutina Avenue, on the left bank of the Dnipro River. The shopping centre has good motor vehicle access and public transport links.

 

The GLA of the current operating centre (Phases I and II) is approximately 68,000 sq. m, with approximately 1,880 parking spaces. The shopping centre spans three levels with a cinema, children's and entertainment zone, food court, hypermarket and gallery shops.

 

The Company currently owns only 49.97 per cent. of Assofit Holding Limited, which earlier acted as the holding company of the Sky Mall Shopping and Entertainment Centre. Taking into consideration that the holding was stripped down of its main asset in 2014, Arricano is taking all possible legal measures to return the property and acquiring the remaining interests from the other party.

 

Key statistics

 

• Arricano ownership - 49.97 per cent in Assofit.

• GLA - c. 68,000 sqm

 

Finance Report

 

The Company's revenue mainly consists of rental income from the portfolio of the completed properties. During the year ended 31 December 2015 the Company's rental income amounted toUSD20.4 million (2014: USD22.8 million).

 

In 2015, the total fair valuation of the Company's portfolio was USD160.3 million as at 31 December 2015 (2014: USD205.6 million). The change once again reflected the decrease in USD revenue forecasts due to discounts provided to tenants and the increased yields applied at valuation that have changed with the market conditions and perceived security risks.

 

The Company continues to work to reduce the cost base to help offset the reduction in revenues and operating expenses during the period were USD15.6 million, compared to USD50.9 million in the previous year.

 

As a result of the above, profit from operating activities has increased by 80% to USD18.9 million (2014: USD10.5 million).

 

Despite the devaluation of the Hryvnia, foreign exchange losses on monetary items that form part of the net investment in the foreign operation, net of tax effect were USD80.8 million (2014: USD146.5 million) due to devaluation Ukrainian national currency.

 

Net finance expenses in 2015 decreased by USD44.9 million as a result of the reduction in foreign exchange losses in the period, as well as there being no further impairment of available-for-sale financial assets.

 

The Company's net loss for the year ended 31 December 2015, was USD20.4 million (2014: USD78.6 million). There was a decrease in foreign exchange losses from the prior year and also a reduction in employee and operational costs which contributed to this improved figure.

 

Net Asset Value as at 31 December 2015 was USD3.1 million (2014: USD61.7 million), resulting in an Adjusted Net Asset Value per Share of USD0.03 (2014: USD0.59). The decrease in NAV was driven primarily by the impact of the foreign exchange losses, as well as an increase in the accumulative deficit accrued from losses in prior years.

 

Total assets, as at 31 December 2015, amounted to USD173.2 million (2014: USD239.9 million), a decrease of 27.8% from the previous year. This mainly related the decrease in investment property value, as well as the selling of land in the portfolio.

 

Cash balances as at 31 December 2015 including cash equivalents and both current and long term deposits amounted to USD4.2 million (2014: USD3.1 million).

 

In July 2015, the Group signed a new loan agreement with PJSC "Raiffeisen Bank Aval" ("PJSC") for the total amount of UAH255.1 million, equivalent to USD11.8 million as at the date of the agreement. This was used to refinance the existing loan with PJSC, which was negotiated at less favourable terms in 2014.

 

In December 2014, the Group concluded a new loan agreement with the EBRD for the facility of USD 25 million to refinance an existing loan due to Oshchadbank and to repay amounts due to constructors. In March 2015, the Group obtained the first tranche of USD 10 million. In April 2015, the Group obtained the second tranche of USD 9 million.

 

As at 31 December 2015, the Company had USD105 million of outstanding borrowings.

 

 

Tetyana Kolesnyk

Chief Financial Officer

25 April 2016

 

Consolidated statement of financial position as at 31 December 2015

 

 

 

Note

31 December

2015

31 December

2014

 

 

 

 

 

 

 

 

(in thousands of USD)

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Non-current assets

 

 

 

 

 

Investment property

4

160,310

205,552

 

 

Long-term loans receivable

5

-

1,562

 

 

Long-term VAT recoverable

6

3,364

6,575

 

 

Property and equipment

 

230

433

 

 

Intangible assets

 

36

33

 

 

Restricted deposits

9

-

897

 

 

 

 

 

 

 

 

Total non-current assets

 

163,940

215,052

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

Inventories

 

3

3

 

 

Trade and other receivables

7

890

1,331

 

 

Loans receivable

5

347

8,790

 

 

Prepayments made and other assets

 

952

576

 

 

VAT recoverable

6

1,086

2,273

 

 

Assets classified as held for sale

8

1,804

9,702

 

 

Restricted deposits

9

800

1,385

 

 

Cash and cash equivalents

9

3,349

832

 

 

 

 

 

 

 

 

Total current assets

 

9,231

24,892

 

 

 

 

 

 

 

 

Total assets

 

173,171

239,944

 

 

 

 

 

 

 

 

Note

31 December

2015

31 December

2014

 

 

 

 

 

 

(in thousands of USD)

 

 

 

 

 

 

 

 

 

Equity and Liabilities

 

 

 

 

Equity

10

 

 

 

Share capital

 

67

67

 

Share premium

 

183,727

183,727

 

Non-reciprocal shareholders contribution

 

59,713

59,713

 

Accumulated deficit

 

(48,466)

(28,087)

 

Other reserves

 

(61,983)

(61,983)

 

Foreign currency translation differences

 

(130,008)

(91,783)

 

 

 

 

 

 

Total equity

 

3,050

61,654

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

Long-term borrowings

12

38,501

52,734

 

Advances received

15

556

1,158

 

Finance lease liability

13

9,933

8,128

 

Trade and other payables

14

3,988

5,558

 

Other long-term liabilities

16

80

141

 

Deferred tax liability

21

2,806

1,471

 

 

 

 

 

 

Total non-current liabilities

 

55,864

69,190

 

 

 

 

 

 

Current liabilities

 

 

 

 

Short-term borrowings

12

66,385

44,222

 

Trade and other payables

14

20,291

37,221

 

Taxes payable

 

676

163

 

Advances received

15

4,539

6,153

 

Current portion of finance lease liability

13

4

2

 

Other liabilities

16

22,362

20,412

 

Liabilities classified as held for sale

 

-

927

 

 

 

 

 

 

Total current liabilities

 

114,257

109,100

 

 

 

 

 

 

Total liabilities

 

170,121

178,290

 

 

 

 

 

 

Total equity and liabilities

 

173,171

239,944

 

 

 

 

 

 

 

Note

2015

2014

 

 

 

 

 

 

Consolidated statement of profit or loss and other comprehensive income for the year ended 31 December 2015

 

 

Note

31 December

2015

31 December

2014

 

(in thousands of USD, except for earnings per share)

 

 

 

 

 

 

 

 

 

 

Revenue

17

20,383

22,791

 

Other income

 

204

420

 

Gain on revaluation of investment property

4,8

16,396

42,250

 

Goods, raw materials and services used

18

(785)

(809)

 

Operating expenses

19

(15,572)

(50,898)

 

Employee costs

 

(1,640)

(3,013)

 

Depreciation and amortisation

 

(118)

(276)

 

 

 

 

 

 

Profit from operating activities

 

18,868

10,465

 

 

 

 

 

 

Finance income

20

949

6,071

 

Finance costs

20

(36,088)

(86,119)

 

 

 

 

 

 

Loss before income tax

 

(16,271)

(69,583)

 

Income tax expense

21

(4,108)

(9,013)

 

 

 

 

 

 

Net loss for the year

 

(20,379)

(78,596)

 

 

 

 

 

 

Items that will be reclassified to profit or loss:

 

 

 

 

Foreign exchange losses on monetary items that form part of net investment in the foreign operation, net of tax effect

 

(80,745)

(146,523)

 

Foreign currency translation differences

 

42,520

55,252

 

 

 

 

 

 

Total items that will be reclassified to profit or loss

 

(38,225)

(91,271)

 

 

 

 

 

 

Other comprehensive loss

 

(38,225)

(91,271)

 

 

 

 

 

 

Total comprehensive loss for the year

 

(58,604)

(169,867)

 

 

 

 

 

 

Weighted average number of shares (in shares)

11

103,270,637

103,270,637

 

 

 

 

 

 

Basic and diluted loss per share, USD

 

(0.19734)

(0.76107)

 

 

 

 

 

 

 

 

 

Consolidated statement of Cash Flow for the year ended 31 December 2015

 

 

Note

2015

2014

 

 

 

 

 

 

(in thousands of USD)

 

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

Loss before income tax

 

(16,271)

(69,583)

 

Adjustments for:

 

 

 

 

Finance income

20

(949)

(6,071)

 

Finance costs, excluding foreign exchange loss

20

16,913

15,573

 

Gain on revaluation of investment property

4, 8

(16,396)

(42,250)

 

Gain on disposal of assets classified as held for sale

 

(49)

-

 

Impairment of available-for-sale financial assets

 

-

20,727

 

Depreciation and amortization

 

118

276

 

Unrealised foreign exchange loss

 

18,714

49,457

 

VAT recoverable written-off

19

426

1,096

 

Allowance for bad debts

19

10,617

42,625

 

 

 

 

 

 

Operating cash flows before changes in working capital

 

13,123

11,850

 

 

 

 

 

 

Change in inventories

 

1

(19)

 

Change in trade and other receivables

 

(221)

(1,408)

 

Change in prepayments made and other assets

 

(639)

(14)

 

Change in VAT recoverable

 

1,365

3,498

 

Change in taxes payable

 

530

-

 

Change in trade and other payables

 

(343)

2,827

 

Change in advances received

 

290

(176)

 

Change in other liabilities

 

(13)

23

 

Income tax paid

 

(522)

(192)

 

Interest paid

 

(6,219)

(10,893)

 

 

 

 

 

 

Cash flows from operating activities

 

7,352

5,496

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

Acquisition of investment property, excluding capitalised borrowing costs, and settlements of payables due to constructors

 

(10,078)

(1,865)

 

Acquisition of property and equipment

 

(223)

(447)

 

Loans granted

 

-

(65)

 

Loans repaid

 

9

136

 

Change in VAT recoverable

 

(152)

(4,907)

 

Placement of the restricted deposit

 

(1,471)

(1,020)

 

Repayment of the restricted deposit

 

2,865

-

 

Interest received

 

318

103

 

 

 

 

 

 

Cash flows used in investing activities

 

(8,732)

(8,065)

 

 

 

 

 

 

Note

2015

2014

 

 

 

 

 

 

 

 

(in thousands of USD)

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

Proceeds from borrowings, net of transaction costs

 

34,936

19,332

Repayment of borrowings

 

(30,183)

(25,646)

Finance lease payments

 

(532)

(940)

 

 

 

 

Cash flows from (used in) financing activities

 

4,221

(7,254)

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

2,841

(9,823)

Cash and cash equivalents at 1 January

 

832

11,840

Effect of movements in exchange rates on cash and cash equivalents

 

(324)

(1,185)

 

 

 

 

Cash and cash equivalents at 31 December

9

3,349

832

 

 

 

 

           

 

Non-cash movements

During the year ended 31 December 2015, acquisition of investment property of USD 1,925 thousand was financed through finance leases (2014: USD 3,334 thousand).

 

Consolidated statement of changes in equity as at and for the year ended 31 December 2015

 

 

Attributable to equity holders of the parent

 

Share capital

Share premium

Non-reciprocal shareholders contribution

Retained earnings (accumulated deficit)

Other reserves

Foreign currency translation differences

Total

 

(In thousands of USD)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at 1 January 2014

67

183,727

59,713

50,509

(61,983)

(512)

231,521

 

Total comprehensive income (loss) for the year

 

 

 

 

 

 

 

 

Net loss for the year

-

-

-

(78,596)

-

-

(78,596)

 

Foreign exchange losses on monetary items that form part of net investment in the foreign operation, net of tax effect

-

-

-

-

-

(146,523)

(146,523)

 

Foreign currency translation differences

-

-

-

-

-

55,252

55,252

 

 

 

 

 

 

 

 

 

 

Total other comprehensive loss for the year

-

-

-

-

-

(91,271)

(91,271)

 

 

 

 

 

 

 

 

 

 

Total comprehensive loss for the year

-

-

-

(78,596)

-

(91,271)

(169,867)

 

 

 

 

 

 

 

 

 

 

Balances at 31 December 2014

67

183,727

59,713

(28,087)

(61,983)

(91,783)

61,654

 

 

 

 

 

 

 

 

 

 

 

Attributable to equity holders of the parent

 

Share capital

Share premium

Non-reciprocal shareholders contribution

Accumulated deficit

Other reserves

Foreign currency translation differences

Total

 

(In thousands of USD)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at 1 January 2015

67

183,727

59,713

(28,087)

 (61,983)

(91,783)

61,654

 

Total comprehensive income (loss) for the year

 

 

 

 

 

 

 

 

Net loss for the year

-

-

-

(20,379)

-

-

(20,379)

 

Foreign exchange losses on monetary items that form part of net investment in the foreign operation, net of tax effect

-

-

-

-

-

(80,745)

(80,745)

 

Foreign currency translation differences

-

-

-

-

-

42,520

42,520

 

 

 

 

 

 

 

 

 

 

Total other comprehensive loss for the year

-

-

-

-

-

(38,225)

(38,225)

 

 

 

 

 

 

 

 

 

 

Total comprehensive loss for the year

-

-

-

(20,379)

-

(38,225)

(58,604)

 

 

 

 

 

 

 

 

 

 

Balances at 31 December 2015

67

183,727

59,713

(48,466)

(61,983)

(130,008)

3,050

 

 

 

 

 

 

 

 

 

 

 

1 Background

 

(a) Organization and operations

Arricano Real Estate PLC ("Arricano", the "Company" or the "Parent Company") is a public company that was incorporated in Cyprus and is listed on the London Alternative Investment Market (London AIM). The Parent Company's registered address is office 1002, 10th floor, Nicolaou Pentadromos Centre, Thessalonikis Street, 3025 Limassol, Cyprus. Arricano and its subsidiaries are referred to as the "Group", and their principal place of business is in Ukraine.

The main activities of the Group are investing in the development of new properties in Ukraine and leasing them out. As at 31 December 2015, the Group operates five shopping centres in Kyiv, Simferopol, Zaporizhzhya and Kryvyi Rig with a total leasable area of over 147,800 square meters and is in the process of development of two new investment projects in Kyiv and Odesa, with one more project to be consequently developed.

(b) Ukrainian business environment

Ukraine's political and economic situation has deteriorated significantly since 2014. Following political and social unrest, which started in November 2013, in March 2014 various events in Crimea led to the annexation of the Republic of Crimea by the Russian Federation, which was not recognised by Ukraine and many other countries. This event resulted in a significant deterioration of the relationship between Ukraine and the Russian Federation. Following the instability in Crimea, regional tensions have spread to the Eastern regions of Ukraine, primarily Donetsk and Lugansk regions. In May 2014, protests in those regions escalated into military clashes and armed conflict between supporters of the self-declared republics of the Donetsk and Lugansk regions and the Ukrainian forces, which continued through the date of these consolidated financial statements. As a result of this conflict, part of the Donetsk and Lugansk regions remains under control of the self-proclaimed republics, and Ukrainian authorities are not currently able to fully enforce Ukrainian laws on this territory.

Unrest in Donetsk and Lugansk does not affect the flow of current business of the Group.

Political and social unrest combined with the military conflict in the Donetsk and Lugansk regions has deepened the ongoing economic crisis, caused a fall in the country's gross domestic product and foreign trade and a deterioration in state finances. Following the devaluation of the national currency, the National Bank of Ukraine introduced certain administrative restrictions on currency conversion transactions, which among others included restrictions on purchases of foreign currency by individuals and companies, the requirement to convert 75% of foreign currency proceeds to local currency, a ban on payment of dividends abroad, a ban on early repayment of foreign loans and restrictions on cash withdrawals from banks. These events had a negative effect on Ukrainian companies and banks, significantly limiting their ability to obtain financing on domestic and international markets.

From 2015 and onwards there was a strong bias towards fighting corruption in Ukraine driven by activists and new ministers-reformers, which was strongly supported by international partners and donors.

Ukraine has been receiving international financial aid helping to fund reforms in the most problematic areas of the economy. This international aid allowed the National Bank of Ukraine to increase its foreign currency reserves and improve its sovereign credit rating in 2015.

The final resolution and the effects of the political and economic crisis are difficult to predict but may have further severe effects on the Ukrainian economy.

As at 31 December 2015, the carrying value of the Group's investment property located in Simferopol, the administrative centre of the Republic of Crimea, amounted to USD 28,500 thousand (2014: USD 27,800 thousand). The ultimate effect of these developments in the Republic of Crimea on the Group's ability to continue operations in this region, to realise its related assets and to maintain and secure its ownership rights cannot yet be determined.

Whilst management believes it is taking appropriate measures to support the sustainability of the Group's business in the current circumstances, a continuation of the current unstable business environment could further negatively affect the Group's results and financial position in a manner not currently determinable. These consolidated financial statements reflect management's current assessment of the impact of the Ukrainian business environment on the operations and the financial position of the Group. The future business environment may differ from management's assessment.

(c) Cyprus business environment

The Cyprus economy has been adversely affected from the crisis in the Cyprus banking system in conjunction with the inability of the Republic of Cyprus to borrow from international markets. As a result, the Republic of Cyprus entered into negotiations with the European Commission, the European Central Bank and the International Monetary Fund (the "Troika"), for financial support, which resulted in an agreement and the Eurogroup decision of 25 March 2013.

The current economic environment of Cyprus is not expected to have a significant impact on the operations of the Group as the Group does not hold significant funds in Cypriot financial institutions.

On the basis of the evaluation performed, the Group's management has concluded that no additional provisions or impairment charges are necessary. The Group's management believes that it is taking all the necessary measures to maintain the viability of the Group and the development of its business in the current business and economic environment.

2 Basis of preparation

 

(a) Statement of compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU).

(b) Basis of measurement

The consolidated financial statements have been prepared under the historical cost basis except for investment property, which is carried at fair value.

(c) Functional and presentation currency

The functional currency of Arricano Real Estate PLC is the US dollar (USD). The majority of Group entities are located in Ukraine and have the Ukrainian Hryvnia (UAH) as their functional currency, except for Voyazh-Krym LLC, which has the Russian Rouble (RUB) as its functional currency starting from 1 May 2014, following the changes in the Ukrainian business environment described in note 1(b). The Group entities located in Cyprus and Isle of Man have the US dollar as their functional currency, since substantially all transactions and balances of these entities are denominated in US dollar.

For the benefits of principal users, the management chose to present the consolidated financial statements in USD, rounded to the nearest thousand.

In translating the consolidated financial statements into USD the Group follows a translation policy in accordance with International Financial Reporting Standard IAS 21, The Effects of Changes in Foreign Exchange Rates and the following procedures are performed:

- Historical rates: for the equity accounts except for net profit or loss and other comprehensive income (loss) for the year.

- Year-end rate: for all assets and liabilities.

- Rates at the dates of the transactions: for the statement of profit or loss and other comprehensive income and for capital transactions.

UAH and RUB are not freely convertible currencies outside Ukraine and the Russian Federation, and, accordingly, any conversion of UAH and RUB amounts into USD should not be construed as a representation that UAH and RUB amounts have been, could be, or will be in the future, convertible into USD at the exchange rate shown, or any other exchange rate.

The principal USD exchange rates used in the preparation of these consolidated financial statements are as follows.

Year-end USD exchange rates as at 31 December are as follows:

Currency

2015

2014

UAH

24.00

15.77

RUB

72.88

56.26

Average USD exchange rates for the years ended 31 December are as follows:

Currency

2015

2014

UAH

21.81

11.87

RUB

60.59

38.60

As at the date of these consolidated financial statements are authorised for issue, 25 April 2016, the exchange rate is UAH 25.34 to USD 1.00 and RUB 66.22 to USD 1.00.

(d) Use of judgments, estimates and assumptions

The preparation of the consolidated financial statements in conformity with IFRSs as adopted by the EU requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses and the disclosure of contingent assets and liabilities. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

In particular, information about significant areas of estimation uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognised in the consolidated financial statements and have significant risk of resulting in a material adjustment within the next financial year are included in the following notes:

note 2(c) - determination of functional currency,

note 4 - valuation of investment property,

note 5 - valuation of loans receivable,

note 7 - valuation of trade and other receivables,

note 8(a) - classification of assets held for sale,

• note 23(d)(i) - legal case in respect of Assofit Holdings Limited and valuation of related available-for-sale

financial asset.

 

(e) Going concern

The Group incurred a net loss of USD 20,379 thousand in 2015 and, as at 31 December 2015, the Group's current liabilities exceed current assets by USD 105,026 thousand. In addition, the Group has not complied with the several loan covenants under the existing loan agreements (refer to note 12), which gives the lender a right to demand immediate repayment of the loans amounting to USD 20,193 thousand as at 31 December 2015. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Group's ability to continue as a going concern.

At the same time, the Group has positive equity of USD 3,050 thousand as at 31 December 2015 and positive cash flows from operating activities amounting to USD 7,352 thousand for the year then ended.

Management is undertaking the following measures in order to ensure the Group's continued operation on a going concern basis:

· The Group has financial support from the ultimate controlling party. Based on representations received in writing from entities under common control, management believes that the Group will not be required to settle the outstanding loans, accrued interest and other payables to related parties in the amount of USD 24,522 thousand plus any accruing interest thereon at least until 31 December 2016.

· The Group will be able to draw on existing facilities granted from entities under common control amounting to USD 9,395 thousand, should this be required for operational and other needs of the Group.

· In February 2016, the Group signed an amendment to the share exchange agreement in order to postpone the payment of deferred consideration of USD 20,000 thousand from 30 April 2016 to 30 June 2017 (refer to note 25(a)).

· In February 2016, the Group signed an amendment to the loan agreement with Bytenem Co Limited in order to postpone the settlement of outstanding balance of USD 16,143 thousand from 14 March 2016 to 30 June 2017 (refer to note 25(a)).

· In April 2016, management obtained letter from PJSC "Bank "St.Petersburg" waiving the breaches of covenants. Accordingly, management believes that PJSC "Bank "St.Petersburg" will not demand early repayment of the loans amounting to USD 20,193 thousand with contractual maturity in 2016-2020 presented as a short-term liability as at 31 December 2015.

· The management has taken steps to restructure the organization of the Group in order to increase the operating efficiency and reduce the costs of the Group.

· During the year ended 31 December 2015, management was able to conclude a number of new tenancy agreements for unoccupied property and substantially increase occupancy rate for its shopping centre in Kyiv.

Management believes that the measures that it undertakes, as described above, will allow the Group to maintain the positive working capital and operate on a going concern basis in the foreseeable future.

These consolidated financial statements are prepared on a going concern basis, which contemplates the realisation of assets and the settlement of liabilities in the normal course of business.

(f) Measurement of fair values

A number of the Group's accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.

When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

· Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

· Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

· Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability might be categorised in different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

Further information about the assumptions made in measuring fair values is included in the following notes:

· Note 4 - investment property; and

· Note 22(e)(iii) - fair values.

3 Significant accounting policies

The accounting policies set out below are applied consistently to all periods presented in these consolidated financial statements, and have been applied consistently by Group entities.

During the year ended 31 December 2015 certain comparative amounts in the income tax expense note have been reclassified to conform to the current year presentation.

(a) Basis of consolidation

(i) Business combinations

Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group.

The Group measures goodwill at the acquisition date as:

· The fair value of the consideration transferred; plus

· The recognised amount of any non-controlling interests in the acquiree; plus

· If the business combination is achieved in stages, the fair value of the pre-existing equity interest in the acquiree; less

· The net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.

When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.

The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss.

Transaction costs, other than those associated with the issue of debt or equity securities that the Group incurs in connection with a business combination, are expensed as incurred.

Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes in the fair value of the contingent consideration are recognised in profit or loss.

When the acquisition of subsidiaries does not represent a business, it is accounted for as an acquisition of a group of assets and liabilities. The cost of the acquisition is allocated to the assets and liabilities acquired based on their relative fair values, and no goodwill or deferred tax is recognised.

(ii) Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Group. Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling interests even if doing so causes the non-controlling interests to have a deficit balance.

Consolidated entities as at 31 December are as follows:

Name

 

Country of incorporation

Cost

% of ownership

 

 

 

2015

2014

2015

2014

(in thousands of USD, except for % of ownership)

 

 

 

 

 

 

 

 

 

 

 

 

 

Praxifin Holdings Limited

 

Cyprus

3

3

100.00%

100.00%

U.A. Terra Property Management Limited

 

Cyprus

3

3

100.00%

100.00%

Museo Holdings Limited

 

Cyprus

3

3

100.00%

100.00%

Sunloop Co Limited

 

Cyprus

3

3

100.00%

100.00%

Lacecap Limited

 

Isle of Man

3

3

100.00%

100.00%

Beta Property Management Limited

 

Cyprus

3

3

100.00%

100.00%

Voyazh-Krym LLC

 

Ukraine

363

363

100.00%

100.00%

PrJSC Livoberezhzhiainvest

 

Ukraine

69

69

100.00%

100.00%

PrJSC Grandinvest

 

Ukraine

69

69

100.00%

100.00%

Arricano Property Management LLC

 

Ukraine

5

5

100.00%

100.00%

PrJSC UkrPanGroup

 

Ukraine

59

59

100.00%

100.00%

Prizma Alfa LLC

 

Ukraine

4

4

100.00%

100.00%

Arricano Development LLC

 

Ukraine

9

9

100.00%

100.00%

Prizma Development LLC

 

Ukraine

4

4

100.00%

100.00%

Arricano Real Estate LLC

 

Ukraine

-

-

100.00%

100.00%

Twible Holdings Limited

 

Cyprus

-

-

100.00%

100.00%

Gelida Holding Limited

 

Cyprus

-

-

100.00%

100.00%

Sapete Holdings Limited

 

Cyprus

-

-

100.00%

100.00%

Wayfield Limited

 

Cyprus

-

-

100.00%

100.00%

Comfort Market Luks LLC

 

Ukraine

40,666

40,666

100.00%

100.00%

Mezokred Holding LLC

 

Ukraine

8,109

8,109

100.00%

100.00%

Vektor Capital LLC

 

Ukraine

11,441

11,441

100.00%

100.00%

Budkhol LLC

 

Ukraine

31,300

31,300

100.00%

100.00%

Budkholinvest LLC

 

Ukraine

-

-

100.00%

100.00%

Crimsonville Investments Limited

 

Cyprus

-

-

100.00%

100.00%

 

 

 

 

 

 

 

 

              

 

On 6 March 2014, the Group established Budkholinvest LLC, a new subsidiary of Wayfield Limited with incorporation in Ukraine. This subsidiary was established to act as the financing or investment company for one of the Group's investment projects in Kyiv. As at 31 December 2015, the charter capital of Budkholinvest LLC amounting to USD 103 was unpaid.

On 24 July 2014, the Group established Crimsonville Investments Limited, a new subsidiary of U.A. Terra Property Management Limited with incorporation in Cyprus. This subsidiary was established for the purpose of facilitating operations, management and maintenance of the investment property located in the Republic of Crimea. As at 31 December 2015, this subsidiary is still dormant and has no assets or liabilities, due to sanctions imposed by the United States of America and the EU on individuals and businesses from Russia and Ukraine. As at 31 December 2015, the charter capital of Crimsonville Investments Limited amounting to USD 1,347 was unpaid. On 28 April 2015, the Group approved to liquidate Crimsonville Investments Limited. As at 31 December 2015, this subsidiary is not yet liquidated.

(iii) Transactions with entities under common control

Acquisitions from entities under common control

Business combinations arising from transfers of interests in entities that are under the control of the shareholder that controls the Group are accounted for using book value accounting. Any result from the acquisition is recognised directly in equity.

Disposals to entities under common control

Disposals of interests in subsidiaries to entities that are under the control of the shareholder that controls the Group are accounted for using book value accounting. Any result from the disposal is recognised directly in equity.

(iv) Loss of control

Upon the loss of control, the Group derecognises the carrying amounts of the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for as an equity-accounted investee or as an available-for-sale financial asset depending on the level of influence retained.

(v) Transactions eliminated on consolidation

Intra-group balances, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing these consolidated financial statements. Unrealised gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Group's interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

(b) Foreign currency transactions and operations

(i) Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rates as at that date. The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the amortised cost in foreign currency translated at the exchange rate at the end of the reporting period.

Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items in a foreign currency that are measured based on historical cost are translated using the exchange rate at the date of the transaction.

Foreign currency differences arising on retranslation are recognised in profit or loss, except for differences arising on the retranslation of available-for-sale equity instruments which are recognised in other comprehensive income.

Foreign currency transactions of Group entities located in Ukraine

In preparation of these consolidated financial statements for the retranslation of the operations and balances of Group entities located in Ukraine denominated in foreign currencies, management applied the National Bank of Ukraine's (NBU) official rates. Management believes that application of these rates substantially serves comparability purposes.

(ii) Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to USD at exchange rates at the reporting date. The income and expenses of foreign operations are translated to USD at exchange rates at the dates of the transactions.

Foreign currency differences are recognised in other comprehensive income, and presented in the foreign currency translation reserve in equity. However, if the operation is a non-wholly-owned subsidiary, then the relevant proportionate share of the translation difference is allocated to the non-controlling interests. When a foreign operation is disposed of, such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign exchange gains and losses arising from such a monetary item are considered to form part of a net investment in a foreign operation and are recognised in other comprehensive income, and presented in the foreign currency translation difference reserve in equity.

(c) Financial instruments

The Group classifies non-derivative financial assets into the following categories: loans and receivables and available-for-sale financial assets.

The Group classifies non-derivative financial liabilities into the other financial liabilities category.

(i) Non-derivative financial assets and financial liabilities - recognition and derecognition

The Group initially recognises loans and receivables on the date that they are originated. All other financial assets and financial liabilities are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument.

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability.

The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. The Group currently has a legally enforceable right to set off if that right is not contingent on a future event and enforceable both in the normal course of business and in the event of default, insolvency or bankruptcy of the Group and all counterparties.

(ii) Non-derivative financial assets - measurement

Loans and receivables

Loans and receivables are a category of financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses.

Loans and receivables comprise the following classes of financial assets: trade and other receivables as presented in note 7, loans receivable as presented in note 5, restricted deposits and cash and cash equivalents as presented in note 9.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances, call deposits and highly liquid investments with maturities of three months or less from the acquisition date that are subject to insignificant risk of changes in their fair value.

Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are designated as available-for-sale or are not classified in any of the other categories of financial assets. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses (refer to note 3(i)(i)), are recognised in other comprehensive income and presented within equity in the fair value reserve. When an investment is derecognised or impaired, the cumulative gain or loss in equity is reclassified to profit or loss. Unquoted equity instruments whose fair value cannot reliably be measured are carried at cost.

Available-for-sale financial assets comprise equity securities.

(iii) Non-derivative financial liabilities - measurement

The Group classifies non-derivative financial liabilities into the other financial liabilities category. Such financial liabilities are recognised initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective interest method.

Other financial liabilities comprise loans and borrowings as presented in note 12, finance lease liability as presented in note 13, trade and other payables as presented in note 14 and other liabilities as presented in note 16.

(iv) Capital and reserves

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.

Share premium

Share premium reserves include amounts that were created due to the issue of share capital at a value price greater than the nominal.

Non-reciprocal shareholders contribution

Non-reciprocal shareholders contribution reserve includes contributions made by the shareholders directly in the reserves. The shareholders do not have any rights to these contributions which are distributable at the discretion of the Board of Directors, subject to the shareholders' approval. In prior years' consolidated financial statements this reserve was presented under the heading "Additional paid-in capital".

Retained earnings (accumulated deficit)

Retained earnings (accumulated deficit) include accumulated profits and losses incurred by the Group.

Other reserves

Other reserves comprise the effect of acquisition and disposal of subsidiaries under common control, change in non-controlling interest in these subsidiaries, and the effect of forfeiture of shares.

Foreign currency translation differences

Foreign currency translation differences comprise foreign currency differences arising from the translation of the financial statements of foreign operations and foreign exchange gains and losses from monetary items that form part of the net investment in the foreign operation.

(d) Investment properties

Investment properties are those that are held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in production or supply of goods or services or for administrative purposes.

Investment properties principally comprise freehold land, leasehold land and investment properties held for rental income earning or future redevelopment.

Leasehold of land under operating lease is classified and accounted for as an investment property when the definition of investment property is met. Under investment property accounting, the right to use the land is measured at fair value and the obligation to pay rentals is accounted for as a finance lease.

(i) Initial measurement and recognition

Investment properties are measured initially at cost, including related acquisition costs. Cost includes expenditure that is directly attributable to the acquisition of the investment property. The cost of self-constructed investment property includes the cost of materials and direct labour, any other costs directly attributable to bringing the investment property to a working condition for their intended use and capitalised borrowing costs.

If the Group uses part of the property for its own use, and part to earn rentals or for capital appreciation, and the portions can be sold or leased out separately, they are accounted for separately. Therefore the part that is rented out is investment property. If the portions cannot be sold or leased out separately, the property is investment property only if the company-occupied portion is insignificant.

(ii) Subsequent measurement

Subsequent to initial recognition investment properties are stated at fair value. Any gain or loss arising from a change in fair value is included in profit or loss in the period in which it arises.

When the Group begins to redevelop an existing investment property for continued future use as investment property, the property remains an investment property, which is measured at fair value, and is not reclassified to property and equipment during the redevelopment.

When the use of a property changes such that it is reclassified as property, plant and equipment, its fair value at the date of reclassification becomes its cost for subsequent accounting.

Investment properties are derecognised on disposal or when they are permanently withdrawn from use and no future economic benefits are expected from their disposal. The gain or loss on disposal is calculated as the difference between the net disposal proceeds and the carrying amount of the asset and is recognised as gain or loss in profit or loss.

It is the Group's policy that an external, independent valuation company, having an appropriate recognised professional qualification and recent experience in the location and category of property being appraised, values the portfolio as at each reporting date. The fair value is the amount for which a property could be exchanged on the date of valuation between a willing buyer and a willing seller in an arm's length transaction. The valuation is prepared in accordance with International Valuation Standards published by the International Valuation Standards Council.

(iii) Property under development (construction)

Property that is being constructed or developed for future use as an investment property and for which it is not possible to reliably determine fair value is accounted for as an investment property that is stated at cost until construction or development is complete, or until it becomes possible to reliably determine its fair value. When construction is performed on land previously classified as an investment property and measured at fair value, such land continues to be accounted at fair value throughout the construction phase.

(e) Property and equipment

(i) Recognition and measurement

Items of property and equipment are measured at cost less accumulated depreciation and impairment losses.

Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labor, any other costs directly attributable to bringing the asset to a working condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are located. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.

When parts of an item of property and equipment have different useful lives, they are accounted for as separate items (major components) of property and equipment.

The gain or loss on disposal of an item of property and equipment is determined by comparing the proceeds from disposal with the carrying amount of property and equipment, and is recognised net within other income/other expenses in profit or loss.

(ii) Reclassification to investment property

When the use of a property changes from owner-occupied to investment property, the property is re-measured to fair value and reclassified to investment property. Any gain arising on re-measurement is recognised in profit or loss to the extent that it reverses a previous impairment loss on the specific property, with any remaining gain recognised in other comprehensive income and presented in the revaluation reserve in equity. Any loss is recognised immediately in profit or loss.

(iii) Subsequent costs

The cost of replacing part of an item of property and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The costs of the day-to-day servicing of property and equipment are recognised in profit or loss as incurred.

(iv) Depreciation

Items of property, plant and equipment are depreciated from the date that they are installed and are ready for use, or in respect of internally constructed assets, from the date that the asset is completed and ready for use. Depreciation is based on the cost of an asset less its residual value.

Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property and equipment. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Land is not depreciated.

The estimated useful lives for the current and comparative periods are as follows:

vehicles and equipment 5 years

fixture and fittings 2.5 - 5 years

Depreciation methods, useful lives and residual values are reviewed at each financial year end and adjusted if appropriate.

(f) Intangible assets

(i) Recognition and measurement

Intangible assets that are acquired by the Group, which have finite useful lives, are measured at cost less accumulated amortisation and accumulated impairment losses.

(ii) Subsequent expenditure

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred.

(iii) Amortisation

Amortisation is calculated over the cost of the asset, or other amount substituted for cost, less its residual value.

Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use since this most closely reflects the expected pattern of consumption of future economic benefits embodied in the asset. The estimated useful lives for the current and comparative periods are as follows:

Software 3-5 years

Amortisation methods, useful lives and residual values are reviewed at each financial year end and adjusted if appropriate.

(g) Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the first-in first-out principle, and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition.

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

(h) Assets classified as held for sale

Non-current assets, or disposal groups comprising assets and liabilities, that are expected to be recovered primarily through sale rather than through continuing use, are classified as held for sale.

Such assets, or disposal group, are measured at the lower of their carrying amount and fair value less cost to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets or investment property, which continue to be measured in accordance with the Group's other accounting policies. Impairment losses on initial classification as held for sale and subsequent gains or losses on remeasurement are recognised in profit or loss. Gains are not recognised in excess of any cumulative impairment loss.

Intangible assets and property, plant and equipment once classified as held for sale are not amortised or depreciated.

(i) Impairment

(i) Non-derivative financial assets

A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.

Objective evidence that financial assets are impaired can include default or delinquency by a debtor, restructuring of an amount due to the Group on terms that the Group would not consider otherwise, indications that a debtor or issuer will enter bankruptcy, adverse changes in the payment status of borrowers or issuers in the Group, economic conditions that correlate with defaults, the disappearance of an active market for a security or observable data indicating that there is measurable decrease in expected cash flows from a group of financial assets. In addition, for an investment in an equity security, a significant or prolonged decline in its fair value below its cost is objective evidence of impairment.

Financial assets measured at amortised cost

The Group considers evidence of impairment for financial assets measured at amortised cost at both a specific asset and collective level. All individually significant assets are assessed for specific impairment. Those found not to be specifically impaired are then collectively assessed for any impairment that has been incurred but not yet identified. Assets that are not individually significant are collectively assessed for impairment by grouping together assets with similar risk characteristics.

In assessing collective impairment the Group uses historical trends of the probability of default, timing of recoveries and the amount of loss incurred, adjusted for management's judgement as to whether current economic and credit conditions are such that the actual losses are likely to be greater or less than suggested by historical trends.

An impairment loss is calculated as the difference between an asset's carrying amount, and the present value of the estimated future cash flows discounted at the asset's original effective interest rate. Losses are recognised in profit or loss and reflected in an allowance account. When the Group believes that there are no realistic prospects of recovery of the asset, the relevant amounts are written off. Interest on the impaired asset continues to be recognised through the unwinding of the discount. When a subsequent event causes the amount of impairment loss to decrease and the decrease can be related objectively to an event occurring after the impairment was recognised, the decrease in impairment loss is reversed through profit or loss.

Available-for-sale financial assets

Impairment losses on available-for-sale financial assets are recognised by reclassifying the losses accumulated in the fair value reserve in equity, to profit or loss. The cumulative loss that is reclassified from equity to profit or loss is the difference between the acquisition cost, net of any principal repayment and amortisation, and the current fair value, less any impairment loss previously recognised in profit or loss. Changes in impairment provisions attributable to application of the effective interest method are reflected as a component of interest income. If, in a subsequent period, the fair value of an impaired available-for-sale debt security increases and the increase can be related objectively to an event occurring after the impairment loss was recognised in profit or loss, then the impairment loss is reversed, with the amount of the reversal recognised in profit or loss. However, any subsequent recovery in the fair value of an impaired available-for-sale equity security is recognised in other comprehensive income.

(ii) Non-financial assets

The carrying amounts of non-financial assets, other than investment property and inventories, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists then the asset's recoverable amount is estimated. For goodwill and intangible assets that have indefinite lives or that are not yet available for use, the recoverable amount is estimated each year at the same time.

For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash-generating unit (CGU). Subject to an operating segment ceiling test, for the purposes of goodwill impairment testing, CGUs to which goodwill has been allocated are aggregated so that the level at which impairment testing is performed reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination.

The Group's corporate assets do not generate separate cash inflows and are utilised by more than one CGU. Corporate assets are allocated to CGUs on a reasonable and consistent basis and tested for impairment as part of the testing of the CGU to which the corporate asset is allocated.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount.

Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU (group of CGUs) and then to reduce the carrying amount of the other assets in the CGU (group of CGUs) on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

(j) Provisions

A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost.

(k) Revenue

(i) Rental income from investment property

Rental income from investment property is recognised in profit or loss on a straight-line basis over the term of the lease.

(ii) Sale of services

Revenue from services rendered is recognised in proportion to the stage of completion of the transaction at the reporting date. The stage of completion is assessed by reference to surveys of work performed.

(l) Leases

(i) Determining whether an arrangement contains a lease

At inception of an arrangement, the Group determines whether such an arrangement is or contains a lease. This will be the case if the fulfilment of the arrangement is dependent on the use of a specific asset and the arrangement conveys a right to use the asset.

At inception or upon reassessment of the arrangement, the Group separates payments and other consideration required by such an arrangement into those for the lease and those for other elements on the basis of their relative fair values. If the Group concludes for a finance lease that it is impracticable to separate the payments reliably, then an asset and a liability are recognised at an amount equal to the fair value of the underlying asset. Subsequently the liability is reduced as payments are made and an imputed finance charge on the liability is recognised using the Group's incremental borrowing rate.

(ii) Leased assets

Assets held by the Group under leases that transfer to the Group substantially all the risks and rewards of ownership are classified as finance leases. Upon initial recognition the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset.

Other leases are operating leases and the leased assets are not recognised in the statement of financial position.

(iii) Lease payments

Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease.

Minimum lease payments made under finance leases are apportioned between the finance cost and the reduction of the outstanding liability. The finance cost is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of the lease when the contingency no longer exists and the lease adjustment is known.

(m) Finance income and costs

Finance income comprises interest income on funds invested, foreign currency gains, income from derecognition of finance lease liabilities and gains on initial recognition of financial liabilities at fair value. Interest income is recognised as it accrues in profit or loss, using the effective interest method.

Finance costs comprise interest expense on borrowings and on deferred consideration, foreign exchange losses and impairment of available-for-sale financial assets.

Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method.

Foreign currency gains and losses arising on loans receivable and borrowings are reported on a net basis as either finance income or finance cost. Foreign currency gains and losses arising on accounts receivable and payable are recognised as other income or expense.

(n) Income tax expense

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:

· temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;

· temporary differences related to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future; and

· taxable temporary differences arising on the initial recognition of goodwill.

The measurement of deferred tax reflects the tax consequences that would follow the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. For this purpose, the carrying amount of investment property measured at fair value is presumed to be recovered through sale, and the Group has not rebutted this presumption.

Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

In determining the amount of current and deferred tax the Group takes into account the impact of uncertain tax positions and whether additional taxes, penalties and late-payment interest may be due. The Group believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience. This assessment relies on estimates and assumptions and may involve a series of judgments about future events. New information may become available that causes the Group to change its judgment regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact the tax expense in the period that such a determination is made.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax assets and liabilities, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

(o) Earnings per share

The Group presents basic and diluted earnings per share ("EPS") data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period, adjusted for own shares held.

As at 31 December 2015 and 2014, there were no potential dilutive ordinary shares.

(p) Segment reporting

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components. Management believes that during the current year and prior year, the Group operated in and was managed as one operating segment, being property investment, with investment properties located in Ukraine and the Republic of Crimea.

The Board of Directors, which is considered to be the chief operating decision maker of the Group for IFRS 8 Operating Segments purposes, receives semi-annually management accounts that are prepared in accordance with IFRSs as adopted by the EU and which present aggregated performance of all the Group's investment properties.

(q) New standards and interpretations not yet adopted

A number of new standards, amendments to standards and interpretations are not yet effective as at 31 December 2015, and have not been applied in preparing these consolidated financial statements. Of these pronouncements, potentially the following will have an impact on the Group's operations. The Group plans to adopt these standards and interpretations when they become effective.

· International Financial Reporting Standard 9 Financial Instruments (IFRS 9), published in July 2014, replaces the existing guidance in IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 includes revised guidance on the classification and measurement of financial instruments, including a new expected credit loss model for calculating impairment on financial assets, and the new general hedge accounting requirements. It also carries forward the guidance on recognition and derecognition of financial instruments from IAS 39. IFRS 9 is effective for annual reporting periods beginning on or after 1 January 2018, with early adoption permitted. The Group has not yet analysed the likely impact of the new Standard on its financial position or performance.

· International Financial Reporting Standard 15 Revenue from Contracts with Customers establishes a comprehensive framework for determining whether, how much and when revenue is recognised. It replaces existing revenue recognition guidance, including IAS 18 Revenue, IAS 11 Construction Contracts and IFRIC 13 Customer Loyalty Programmes. The core principle of the new standard is that an entity recognises revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard results in enhanced disclosures about revenue, provides guidance for transactions that were not previously addressed comprehensively and improves guidance for multiple-element arrangements. IFRS 15 is effective for annual reporting periods beginning on or after 1 January 2018, with early adoption permitted. The Group has not yet analysed the likely impact of the new Standard on its financial position or performance.

· International Financial Reporting Standard 16 Leases replaces the existing lease accounting guidance in IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a lease, SIC-15 Operating Leases - Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease. It eliminates the current dual accounting model for lessees, which distinguishes between on-balance sheet finance leases and off-balance sheet operating leases. Instead, there is a single, on-balance sheet accounting model that is similar to current finance lease accounting. Lessor accounting remains similar to current practice - i.e. lessors continue to classify leases as finance and operating leases. IFRS 16 is effective for annual reporting periods beginning on or after 1 January 2019, early adoption is permitted if IFRS 15 Revenue from Contracts with Customers is also adopted. The Group has not yet analysed the likely impact of the new Standard on its financial position or performance.

· Various Improvements to IFRSs have been dealt with on a standard-by-standard basis. All amendments, which result in accounting changes for presentation, recognition or measurement purposes, will come into effect not earlier than 1 January 2016. The Group has not yet analysed the likely impact of the improvements on its financial position or performance.

4 Investment property

 

(a) Movements in investment property

 

Movements in investment properties for the years ended 31 December are as follows:

 

Land held on freehold

Land held on leasehold

Buildings

Prepayment for investment property

Property under construction

 

 

Total

(in thousands of USD)

 

 

 

 

 

 

 

 

 

 

 

 

 

At 1 January 2014

9,000

77,469

162,101

7,504

31,725

287,799

 

 

 

 

 

 

 

Additions

-

3,334

18,315

541

20,590

42,780

Transfers*

-

-

31,446

(5,393)

(26,053)

-

Fair value gains on revaluation

3,280

11,792

24,897

-

-

39,969

Transfer to assets classified as held for sale

-

(5,596)

-

(15)

(733)

(6,344)

Currency translation adjustment

(5,380)

(39,727)

(98,505)

(2,582)

(12,458)

(158,652)

 

 

 

 

 

 

 

At 31 December 2014/

1 January 2015

6,900

47,272

138,254

55

13,071

205,552

 

 

 

 

 

 

 

Additions

-

1,925

-

11

1,340

3,276

Transfers

-

-

-

(42)

42

-

Fair value gains on revaluation

724

8,605

7,067

-

-

16,396

Transfer from assets classified as held for sale**

-

4,499

-

8

543

5,050

Currency translation adjustment

(1,624)

(17,579)

(46,061)

(9)

(4,691)

(69,964)

 

 

 

 

 

 

 

At 31 December 2015

6,000

44,722

99,260

23

10,305

160,310

 

 

 

 

 

 

 

 

* As at 31 December 2014, the Group had not obtained the title documents for the shopping centre "Prospekt" in Kyiv with a total gross leasable area (GLA) of nearly 30,400 square meters and a carrying value of USD 29,100 thousand. In September 2014, this shopping centre started its operations. On 5 March 2015, the Group has obtained title documents for the shopping center "Prospect".

** As at 31 December 2015, included into land held on leasehold is the land plot, including the finance lease asset, owned by Mezokred Holding LLC. As at 31 December 2014, this land plot was presented within assets classified as held for sale (refer to note 8). As at 31 December 2015, the Group is involved as a defendant in a lawsuit alleging invalidation of a resolution of the Kyiv City Council, according to which the latter has approved an allocation of this land plot for construction of the hypermarket to Mezokred Holding LLC and entitled Mezokred Holding LLC to lease this land plot for a period of 25 years (refer to note 23(d)(ii)).

During the year ended 31 December 2015, acquisition of a land plot held on leasehold of USD 1,925 thousand was financed through finance lease (2014: USD 3,334 thousand) (refer to note 13).

During the year ended 31 December 2015, there were no capitalised borrowing costs related to the construction of any shopping centres (2014: USD 476 thousand and were related to the construction of the new shopping centre in Kyiv, with a capitalisation rate of 11.5%).

As at 31 December 2015, in connection with loans and borrowings, the Group pledged as security investment property with a carrying value of USD 91,630 thousand (2014: USD 143,878 thousand) (refer to note 23(a)).

During the year ended 31 December 2015, 42% of total construction services were purchased from one counterparty (2014: 79% of total construction services).

 

(b) Determination of fair value

The fair value measurement, developed for determination of fair value of the Group's investment property, is categorised within Level 3 category due to significance of unobservable inputs to the entire measurement, except for certain land held on the leasehold which is not associated with completed property and is therefore categorised within Level 2 category. As at 31 December 2015, the fair value of investment property categorized within the Level 2 category is USD 27,100 thousand (2014: USD 25,800 thousand). To assist with the estimation of the fair value of the Group's investment property as at 31 December 2015, which is represented by the shopping centres, management engaged registered independent appraiser Expandia LLC, part of the CBRE Affiliate network, having a recognised professional qualification and recent experience in the location and categories of the projects being valued.

The fair values are based on the estimated rental value of property. A market yield is applied to the estimated rental value to arrive at the gross property valuation. When actual rents differ materially from the estimated rental value, adjustments are made to reflect actual rents. The valuation is prepared in accordance with the practice standards contained in the Appraisal and Valuation Standards published by the Royal Institution of Chartered Surveyors ("RICS") or in accordance with International Valuation Standards published by the International Valuation Standards Council.

Valuations reflect, when appropriate, the type of tenants actually in occupation or responsible for meeting lease commitments or likely to be in occupation after letting vacant accommodation, the allocation of maintenance and insurance responsibilities between the Company and the lessee, and the remaining economic life of the property. When rent reviews or lease renewals are pending with anticipated reversionary increases, it is assumed that all notices and, when appropriate, counter-notices, have been served validly and within the appropriate time.

Land parcels are valued based on market prices for similar properties.

As at 31 December 2015, the estimation of fair value is made using a net present value calculation based on certain assumptions, the most important of which are as follows:

 

· monthly rental rates, ranging from USD 3.00 to USD 56.00 per sq.m., which are based on contractual and market rental rates, adjusted for discounts or fixation of rental rates in Ukrainian hryvnia at a pre-agreed exchange rate, occupancy rates ranging from 91% to 100%, and discount rates ranging from 15.00% to 19.00% p.a., which represent key unobservable inputs for determination of fair value;

· all relevant licenses and permits, to the extent not yet received, will be obtained, in accordance with the timetables as set out in the investment project plans.

As at 31 December 2014, the estimation of fair value is made using a net present value calculation based on certain assumptions, the most important of which are as follows:

· monthly rental rates, ranging from USD 3.00 to USD 35.00 per sq.m., which are based on contractual and market rental rates, adjusted for discounts or fixation of rental rates in Ukrainian Hryvnia at a pre-agreed exchange rate, occupancy rates ranging from 71% to 99% and discount rates ranging from 12.50% to 19.00% p.a, which represent key unobservable inputs for determination of fair value;

· all relevant licenses and permits, to the extent not yet received, will be obtained, in accordance with the timetables as set out in the investment project plans.

 

The reconciliation from the opening balances to the closing balances for Level 3 fair value measurements is presented in note 4(a).

 

As at 31 December 2015, the fair value of investment property denominated in functional currency amounted to UAH 3,381,091 thousand and RUB 1,416,111 thousand (31 December 2014: UAH 2,950,175 thousand and RUB 1,035,233 thousand). The increase in fair value of investment property results from increased rental rates invoiced in Ukrainian hryvnia due to the increase in the exchange rates applied to the USD equivalent of rental rates fixed in the rental contracts.

Sensitivity at the date of valuation

The valuation model used to assess the fair value of investment property as at 31 December 2015 is particularly sensitive to unobservable inputs in the following areas:

· If rental rates are 1% less than those used in valuation models, the fair value of investment properties would be USD 1,135 thousand (2014: USD 1,603 thousand) lower. If rental rates are 1% higher, then the fair value of investment properties would be USD 1,135 thousand (2014: USD 1,603 thousand) higher.

· If the discount rate applied is 1% higher than that used in the valuation models, the fair value of investment properties would be USD 7,270 thousand (2014: USD 10,362 thousand) lower. If the discount rate is 1% less, then the fair value of investment properties would be USD 8,343 thousand (2014: USD 11,908 thousand) higher.

· If the occupancy rates are 1% higher than those used in the valuation models or are assumed to be 100% for shopping centres in Kyiv and for the first stage of the shopping centre in Simferopol, the fair value of investment properties would be USD 608 thousand higher (2014: USD 1,351 thousand higher). If the occupancy rates are 1% less, then the fair value of investment properties would be USD 1,115 thousand (2014: USD 1,430 thousand) lower.

 

5 Loans receivable

Loans receivable as at 31 December are as follows:

 

2015

 

2014

 

(in thousands of USD)

 

 

Non-current assets

 

 

Long-term loans receivable due from third parties

-

1,340

Accrued interest receivable due from third parties

-

222

Long-term loans receivable due from related parties

31,340

30,000

Accrued interest receivable due from related parties

10,025

9,761

Impairment of loans receivable due from related parties

(41,365)

(39,761)

 

 

 

 

-

1,562

 

 

 

Current assets

 

 

Short-term loans receivable due from related parties

7,326

401

Accrued interest receivable due from related parties

1,374

-

Short-term loans receivable due from third parties

347

7,576

Accrued interest receivable due from third parties

-

1,149

Impairment of loans receivable due from related parties

(8,700)

(336)

 

 

 

 

347

8,790

 

 

 

Loans receivable from third parties

As at 31 December 2014, the long-term loans receivable from third party have their maturity date on 31 December 2018, are unsecured and bear a 3.2% interest rate per annum that is fully capitalised and to be repayable together with the principal. Also, as at 31 December 2014, short-term loans receivable due from the same third party in the amount of USD 8,199 thousand are represented by a loan, which bears a 3.2% interest rate per annum and is overdue. During the year ended 31 December 2015, this third party has been transferred under common control of the Group's ultimate controlling party. Consequently, these loans receivable are presented as due from related parties as at 31 December 2015.

As at 31 December 2015, management considers these loans to be non-recoverable. Consequently, management has proceeded with the full impairment of these loans receivable in total amount of USD 10,029 thousand as at 31 December 2015.

Loans receivable from related parties

In July 2011 the Parent Company granted a loan to Weather Empire Limited with the purpose of buying 1,077 shares in the Parent Company's share capital from Retail Real Estate S.A. As at 31 December 2015 and 2014, the resulting loan receivable of USD 39,761 thousand, including accrued interest of USD 9,761 thousand, is unsecured, bears a 3% fixed interest rate that is fully capitalised and repayable together with the principal and is overdue.

In July 2013 the shares of Weather Empire Limited were transferred to the Parent Company's major shareholders pro-rata to their ownership rights due to non-exercising of its conversion rights by ELQ Investors II Ltd and later on or about 12 August 2013 were transferred in full to Retail Real Estate S.A. Subsequent to this transfer, settlement of the loan by Weather Empire Limited depends on the intention and ability of the Company's ultimate controlling party to repay this loan.

As at 31 December 2015 and 2014, this loan is overdue and management considers it to be non-recoverable. In this respect management has proceeded with the full impairment of that loan receivable of USD 39,761 thousand, including accrued interest of USD 9,761 thousand, as at 31 December 2015 and 2014.

Included in short-term loans receivable as at 31 December 2015 is also a loan due from PrJSC Dniprovska Prystan, a subsidiary of Assofit Holdings Limited, amounting to USD 221 thousand (2014: USD 336 thousand) which is overdue. Full amount of this loan receivable was impaired as at 31 December 2015 and 2014.

Included in short-term loans receivable as at 31 December 2015 is also a loan due from Assofit Holdings Limited amounting to USD 54 thousand (2014: USD 54 thousand), which is overdue. Full amount of this loan receivable was impaired as at 31 December 2015.

As at 31 December 2015, the remaining short-term loans receivable granted to related parties and third parties of USD 347 thousand (2014: USD 591 thousand) are due within one year, unsecured and interest-free.

6 VAT recoverable

Management presents VAT recoverable within non-current and current assets based on the expected timing of VAT liabilities being available against which VAT recoverable can be utilised.

Management expects that long-term VAT recoverable will be recovered in full by 2019.

7 Trade and other receivables

Trade and other receivables as at 31 December are as follows:

 

 

 

(in thousands of USD)

2015

2014

 

 

 

Trade receivables from related parties

1,567

5,394

Other receivables from related parties

9,066

9,391

Allowance for impairment

(10,629)

(14,409)

 

 

 

 

4

376

 

 

 

Trade receivables from third parties

950

982

Other receivables from third parties

24

100

Allowance for impairment

(88)

(127)

 

 

 

 

886

955

 

 

 

 

890

1,331

 

 

 

 

Trade receivables from related parties are mainly comprised of accounts receivable from related party, OKey Ukraine, under the common control of the ultimate controlling party. The Group ceased working with OKey Ukraine in August 2009. As the result of financial difficulties faced by this tenant, an allowance for impairment is recognised.

As at 31 December 2015, included in other receivables from related parties are receivables from Dniprovska Prystan PrJSC amounting to USD 8,704 thousand (2014: USD 9,029 thousand), which are overdue. In 2012, the court ruled to initiate bankruptcy proceedings against the mentioned related party and, as at 31 December 2015, the decision which would declare Dniprovska Prystan PrJSC insolvent has not yet been made. Full amount of receivable was impaired as at 31 December 2015 and 2014.

8 Assets classified as held for sale

 

(a) Movements in assets classified as held for sale

Movements in assets classified as held for sale for the years ended 31 December are as follows:

 

Land held on leasehold

Buildings

Prepayment for investment property

Property under construction

Other assets

 

 

Total

(in thousands of USD)

 

 

 

 

 

 

 

 

 

 

 

 

 

At 1 January 2014

-

423

-

-

5,410

5,833

 

 

 

 

 

 

 

Transfer from investment property

5,596

-

15

733

-

6,344

Transfer from VAT recoverable

-

-

-

-

83

83

Additions

80

-

104

55

-

239

Transfers

-

-

(84)

84

-

-

Fair value gain on revaluation

2,281

-

-

-

-

2,281

Currency translation adjustment

(1,961)

(208)

(11)

(218)

(2,680)

(5,078)

 

 

 

 

 

 

 

At 31 December 2014/

1 January 2015

 

5,996

 

215

 

24

 

654

 

2,813

 

9,702

 

 

 

 

 

 

 

Transfer to investment property

(4,499)

-

(8)

(543)

-

(5,050)

Transfer to VAT recoverable

-

-

-

-

(80)

(80)

Additions

-

-

5

18

25

48

Disposals

-

(148)

-

-

-

(148)

Transfers

-

-

(16)

34

(18)

-

Currency translation adjustment

(1,497)

(67)

(5)

(163)

(936)

(2,668)

 

 

 

 

 

 

 

At 31 December 2015

-

-

-

-

1,804

1,804

 

 

 

 

 

 

 

On 3 April 2014, the Board of Directors of the Company committed to a plan to sell Gelida Holding Limited and its subsidiary Mezokred Holding LLC to the ultimate controlling party of the Group. Accordingly, the assets and liabilities of the abovementioned subsidiaries were classified as held for sale as at 31 December 2014. As at 31 December 2014 assets of these subsidiaries were represented by investment property, which is a land plot, including the finance lease asset, measured at fair value of USD 5,996 thousand, prepayments for investment property in the amount of USD 24 thousand, property under construction in the amount of USD 654 thousand and other assets in the amount of USD 71 thousand.

During the year ended 31 December 2015, the Group terminated held-for-sale classification of assets and liabilities of Gelida Holding Limited and its subsidiary Mezokred Holding LLC due to change in expected pattern of realization of these assets. As at 31 December 2015, the assets and liabilities of the above subsidiaries were reclassified as follows:

 

(in thousands of USD)

 

Investment property

5,050

Long-term VAT recoverable

80

Finance lease liability

(297)

Short-term loans and borrowings

(199)

Trade and other payables

(167)

Included in other assets classified as held for sale as at 31 December 2015, is a land plot with a carrying amount of USD 1,804 thousand (31 December 2014: USD 2,742 thousand), land lease rights for which were intended to be amended by one of the Group's subsidiaries, Comfort Market Luks LLC, in respect of allocation of part of such land plot to a third party in accordance with an investment agreement concluded between the parties. Based on this investment agreement, Comfort Market Luks LLC acts as an intermediary in construction of a hypermarket with the total estimated area of 11,769 square meters and a parking lot with a total estimated area of 20,650 square meters. As at 31 December 2015 and 2014, the construction of the hypermarket and a parking lot is finalised and, except for the lease rights for the abovementioned land plot to be allocated to a third party, the owner of the hypermarket, the investment agreement is considered to be fulfilled. Management expects that the lease rights for the land plot under the hypermarket will be given to the third party in 2016 subject to completion of formal legal procedures. As at 31 December 2015, advance payment received under this agreement (refer to note 15) amounts to USD 1,917 thousand (31 December 2014: USD 2,917 thousand) and will be settled upon transfer of the lease rights for the land plot.

9 Cash and cash equivalents

Cash and cash equivalents as at 31 December are as follows:

(in thousands of USD)

2015

2014

 

 

 

Bank balances

1,377

510

Call deposits

1,972

193

Cash in transit

-

129

 

 

 

 

3,349

832

 

 

 

Excluded from cash and cash equivalents as at 31 December 2015 is restricted deposit in amount of USD 800 thousand with maturity in 2016 (2014: restricted deposits in amounts of USD 1,385 thousand and USD 897 thousand, with a maturity in 2015 and 2020, respectively). These deposits serve as pledge under loan facilities (refer note 23(a)).

As at 31 December 2015, in connection with loans and borrowings, the Group also pledged as security bank balances and call deposits with a carrying value of USD 34 thousand and USD 1,255 thousand, respectively (2014: nil) (refer to note 23(a)).

As at 31 December 2015, cash and cash equivalents placed with two bank institutions amounted to USD 2,683 thousand, or 80% of the total balance of cash and cash equivalents (2014: USD 612 thousand, or 74%). In accordance with Moody's rating, these banks are rated as Caa2 and Ba2 as at 31 December 2015 (2014: Caa2 and A2, respectively).

10 Share capital

Share capital as at 31 December is as follows:

 

2015

2015

2015

2014

2014

2014

 

Number of shares

US dollars

EUR

Number of shares

US dollars

EUR

Issued and fully paid

 

 

 

 

 

 

At 1 January and 31 December

103,270,637

66,750

51,635

103,270,637

66,750

51,635

 

 

 

 

 

 

 

Authorised

 

 

 

 

 

 

At 1 January and 31 December

106,000,000

68,564

53,000

106,000,000

68,564

53,000

 

 

 

 

 

 

 

Par value, EUR

-

-

0.0005

-

-

0.0005

 

 

 

 

 

 

 

All shares rank equally with regard to the Parent Company's residual assets. The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per share at meetings of the Parent Company.

During the years ended 31 December 2015 and 2014 the Parent Company did not declare any dividends.

11 Loss per share

The calculation of basic loss per share for the year ended 31 December 2015 was based on the loss for the year ended 31 December 2015 attributable to ordinary shareholders of USD 20,379 thousand (2014: USD 78,596 thousand), and a weighted average number of ordinary shares outstanding as at 31 December 2015 of 103,270,637 (2014: 103,270,637).

The Group has no potential dilutive ordinary shares.

 

12 Loans and borrowings

This note provides information about the contractual terms of loans. For more information about the Group's exposure to interest rate and foreign currency risk, refer to note 22.

 

2015

2014

(in thousands of USD)

 

 

 

 

 

Non-current

 

 

Secured bank loans

31,231

50,073

Unsecured loans from related parties

7,270

2,661

 

 

 

 

38,501

52,734

 

 

 

Current

 

 

Secured bank loans (current portion of long-term bank loans)

28,843

10,808

Unsecured loans from related parties (including current portion of long-term loans from related parties)

37,391

33,203

Unsecured loans from third parties

151

211

 

 

 

 

66,385

44,222

 

 

 

 

104,886

96,956

 

 

 

Terms and debt repayment schedule

As at 31 December 2015, the terms and debt repayment schedule of loans and borrowings are as follows:

 

Currency

Nominal interest rate

Contractual year of maturity

Carrying value

(in thousands of USD)

 

 

 

 

 

 

 

 

 

Secured bank loans

 

 

 

 

PJSC "Bank "St.Petersburg"

USD

10.50%

2016-2020

20,193

EBRD

USD

1M LIBOR + 7.5%

2016-2020

18,258

EBRD

USD

3M LIBOR + 6.5%

2016-2018

11,210

Raiffeisen Bank Aval

UAH

18.00%

2016-2020

10,413

 

 

 

 

 

 

 

 

 

60,074

 

 

 

 

 

Unsecured loans from related parties

 

 

 

 

Bytenem Co Limited

USD

12.00%

2016

19,409

Barleypark Limited

USD

10.55%

2017

17,186

Retail Real Estate OU

USD

10.50%

2019

7,783

Loans from other related parties

UAH/ USD

0.00%-10.00%

2016

283

 

 

 

 

 

 

 

 

 

44,661

 

 

 

 

 

Unsecured loans from third parties

 

 

 

 

Other

UAH/USD

0.00%

2016

151

 

 

 

 

X

 

 

 

 

151

 

 

 

 

 

 

 

 

 

104,886

 

 

 

 

 

 

As at 31 December 2014, the terms and debt repayment schedule of loans and borrowings are as follows:

 

Currency

Nominal interest rate

Contractual year of maturity

Carrying value

(in thousands of USD)

 

 

 

 

 

 

 

 

 

Secured bank loans

 

 

 

 

PJSC "Bank "St.Petersburg"

USD

10.50%

2015-2020

21,804

EBRD

USD

3M LIBOR + 6.5%

2015-2018

16,355

Raiffeisen Bank Aval

USD

10.75%

2015-2020

12,624

Oshchadbank

USD

11.50%

2020

10,098

 

 

 

 

 

 

 

 

 

60,881

 

 

 

 

 

Unsecured loans from related parties

 

 

 

 

International Baltic Investments Limited

USD

10.55%

2017

15,582

Bytenem Co Limited

USD

12.00%

2015

17,471

Retail Real Estate OU

USD

10.50%

2019

2,722

Loans from other related parties

UAH

0.00%

2015

89

 

 

 

 

 

 

 

 

 

35,864

 

 

 

 

 

 

Unsecured loans from third parties

 

 

 

 

Other

UAH/USD

0.00%-3.20%

2013-2015

211

 

 

 

 

 

 

 

 

 

211

 

 

 

 

 

 

 

 

 

96,956

 

 

 

 

 

As at 31 December LIBOR for USD is as follows:

 

2015

2014

LIBOR USD 3M

0.61%

0.26%

LIBOR USD 1M

0.43%

0.17%

For a description of assets pledged by the Group in connection with loans and borrowings refer to note 23(a).

PJSC "Bank "St. Petersburg"

In April 2013, the Group concluded two loan agreements with PJSC "Bank "St. Petersburg" to settle the debts due to constructors in respect of the shopping centre "RayON" located in Kyiv and to finance the construction of the shopping centre "South Gallery" located in Simferopol for the amounts of USD 14,000 thousand and USD 11,000 thousand, respectively.

During the year ended 31 December 2015, the Group signed amendments to the loan agreements with PJSC "Bank "St.Petersburg" stipulating a decrease in the amount of loan principal payable in 2015 by USD 2,397 thousand, a decrease in the amount of the deposit pledged as a collateral from USD 1,385 thousand to USD 1,200 thousand and an obligation to replace the existing pledge of investment property by other investment properties acceptable to PJSC "Bank "St.Petersburg" until 31 December 2015.

As at 31 December 2015, the Group has not fulfilled an obligation to replace the existing pledge, which is considered to be the event of default under the loan agreements concluded with the bank. This breach gives PJSC "Bank "St.Petersburg" a right to demand immediate repayment of the loans amounting to USD 20,193 thousand as at 31 December 2015, which are therefore presented as short-term in these consolidated financial statements. In addition, in January 2016, the Group has not replenished the deposit pledged as a collateral for the additional amount of USD 400 thousand up to USD 1,200 thousand within the period required under the loan agreement. As at the date of these consolidated financial statements, these breaches are not remedied. In April 2016, management obtained the letter from the bank waving the breaches of these covenants. Accordingly, management believes that despite the breaches of loan covenants the bank will not demand early repayment of the loans.

PJSC Raiffeisen Bank Aval

In June 2013, the Group concluded a loan agreement with PJSC "Raiffeisen Bank Aval" for an irrevocable credit line with a limit of USD 15,000 thousand to refinance existing borrowings. The credit line bore 10.75% interest rate per annum and matured in July 2020. The loan was provided to Prizma Alfa LLC, the entity owning shopping centre "City Mall". In July 2015, the Group signed a new loan agreement with PJSC "Raiffeisen Bank Aval" for the total amount of UAH 255,053 thousand (equivalent of USD 11,826 thousand as at the date of the agreement) in order to refinance the existing loan due to PJSC "Raiffeisen Bank Aval" denominated in USD. The pledge remained unchanged.

PJSC "State Savings Bank of Ukraine"

In October 2013, the Group concluded a loan agreement with PJSC "State Savings Bank of Ukraine" (Oshchadbank) for an irrevocable credit line with a limit of USD 30,000 thousand to finance construction of the shopping centre "Prospect" that is developed by the Group's subsidiary LLC Comfort Market Luks. The credit line bore 11.5% interest rate p.a. and matured in September 2020. As at 31 December 2014, the undrawn credit facilities from Oshchadbank amounted to USD 20,000 thousand. In March 2015, the Group settled the outstanding amount of loan payable to Oshchadbank using the funds received from the EBRD. The related loan agreement with Oshchadbank was terminated.

EBRD

In January 2014, the Group signed an amended loan agreement with the EBRD, stipulating an increase in annual interest rate to 3M LIBOR+6.5% effective from 17 March 2014 and an increase in the amount of loan principal payable in 2014 by USD 1,711 thousand.

In December 2014, the Group concluded a new loan agreement with the EBRD for the facility of USD 25,000 thousand to refinance an existing loan due to Oshchadbank and to repay amounts due to constructors. The new loan agreement concluded with the EBRD bears interest rate of 1M LIBOR+7.5% and matures on 20 December 2020. In March 2015, the Group obtained the first tranche of USD 10,000 thousand. In April 2015, the Group obtained the second tranche of USD 9,000 thousand.

International Baltic Investments Limited, Bytenem Co Limited and Barleypark Limited

In May 2014, the Group signed a loan agreement with Bytenem Co Limited for a total amount of USD 13,051 thousand. The loan bears an annual interest rate of 12% and matures in March 2015. In July 2014, the Group signed an amended loan agreement with Bytenem Co Limited and the amount of the loan facility was increased up to USD 16,051 thousand. In March 2015, the Group signed an amended loan agreement with Bytenem Co Limited stipulating a prolongation of the maturity date until March 2016.

During the year ended 31 December 2014, the Group repaid USD 13,500 thousand of loan principal to International Baltic Investments Limited, using the funds of USD 10,043 thousand obtained from Bytenem Co Limited and own funds of USD 3,457 thousand. During the year ended 31 December 2014, the Group signed an amended loan agreement with International Baltic Investments Limited, stipulating an increase in the interest rate to 10.55% per annum, a prolongation of the final repayment date until 13 August 2017 and a decrease of the principal amount to USD 15,300 thousand. Despite the fact that the final repayment date was prolonged, the loan remains payable on demand in accordance with the contractual terms of the loan agreement.

During the year ended 31 December 2015, the loan payable to International Baltic Investments Limited was assigned to Barleypark Limited. The Group has consented to the assignment of the loan, which remained a liability of the Group with its terms unaffected by the assignment.

Retail Real Estate OU

 

In September 2014, the Group concluded a loan agreement with a related party for an irrevocable credit line with a limit of USD 10,000 thousand to finance working capital replenishment. The loan bears 10.5% interest per annum and matures in September 2019. As at 31 December 2015, the undrawn credit facilities from this related party amount to USD 2,558 thousand (2014: USD 7,339 thousand).

13 Finance lease liability

Finance lease liabilities as at 31 December are payable as follows:

 

Future minimum lease payments

Interest

Present value of minimum lease payments

Future minimum lease payments

Interest

Present value of minimum lease payments

 

2015

2015

2015

2014

2014

2014

(in thousands of USD)

 

 

 

 

 

 

 

 

 

 

 

 

 

Less than six months

564

562

2

377

376

1

Between six and twelve months

564

562

2

377

376

1

Between one and two years

1,379

1,376

3

755

754

1

Between two and five years

4,136

4,122

14

3,492

3,483

9

More than five years

56,973

47,057

9,916

52,380

44,262

8,118

 

 

 

 

 

 

 

 

63,616

53,679

9,937

57,381

49,251

8,130

 

 

 

 

 

 

 

The imputed finance costs on the liability are based on the Group's incremental borrowing rate ranging from 13.0% to 17.2% as at 31 December 2015 and 2014.

During the year ended 31 December 2014, the Group has finalised the construction of the new shopping centre "Prospect" located in Kyiv, which led to an increase in future minimum lease payments due to modification of a lease pursuant to the increased value of the land leased by Comfort Market Luks LLC. Accordingly, the resulting change in finance lease liability amounting to USD 2,061 thousand was recognised as finance lease asset and presented within investment property.

Also, during the year ended 31 December 2015, as a result of a change in land lease rate indices and land lease payments calculation methodology imposed by the state authorities, the Group recognised an increase in finance liability amounting to USD 2,641 thousand (refer to note 20) resulting in a loss in profit or loss for the year ended 31 December 2015 in respect of land plot in Kryvyi Rig and recognized an additional finance lease asset for the amount of USD 1,925 thousand in respect of land plots in Kyiv, Zaporizhzhya and Odessa (refer to note 4(a)) (2014: derecognised a finance lease liability amounting to USD 151 thousand (refer to note 20) in profit or loss for the year ended 31 December 2014 in respect of land plot in Kryvyi Rig, and recognised an additional finance lease asset for the amount of USD 3,334 thousand in respect of land plots in Kyiv, Zaporizhzhya and Odessa).

Future minimum lease payments as at 31 December 2015 and 2014 are based on management's assessment that is based on actual lease payments effective as at 31 December 2015 and 2014, respectively, and expected contractual changes in the lease payments. The future lease payments are subject to review and approval by the municipal authorities and may differ from management's assessment.

The contractual maturity of land lease agreements is ranging from 2016 to 2038. The Group intends to prolong these lease agreements for the period of usage of the investment property being constructed on the leased land. Consequently, the minimum lease payments are calculated for a period of 50 years.

14 Trade and other payables

Trade and other payables as at 31 December are as follows:

(in thousands of USD)

2015

2014

 

 

 

Non-current liabilities

 

 

Payables for construction works

3,981

5,549

Trade and other payables to third parties

7

9

 

 

 

 

3,988

5,558

 

 

 

Current liabilities

 

 

Payables for construction works

15,809

 32,881

Trade and other payables to related parties

1,785

1,420

Trade and other payables to third parties

2,697

2,920

 

 

 

 

20,291

 37,221

 

 

 

 

24,279

42,779

 

 

 

 

In view of the anticipated signing of a subordination deed with the EBRD, on 31 December 2014 the Group agreed postponement of the settlement of payables due to the company providing major construction services to the Group. As a result, as at 31 December 2014, settlement of UAH denominated payables for construction works of USD 6,547 thousand has been prolonged until 20 December 2020. As at 31 December 2015 and 2014, these payables are presented within non-current liabilities and are measured at amortised cost under the effective interest rate of 18.92% per annum.

Also, included in payables for construction works as at 31 December 2015 are EUR denominated payables under a commission agreement concluded with a third party for the total amount of USD 3,024 thousand (31 December 2014: USD 4,142 thousand) with maturity on 15 September 2019. As at 31 December 2015 and 2014, these payables relate to construction works performed at shopping centre "Prospect", are presented in accordance with their contractual maturity and measured at amortised cost under the effective interest rate of 6.01% per annum.

The Group's exposure to currency and liquidity risk related to trade and other payables is disclosed in note 22.

 

15 Advances received

Advances from customers as at 31 December are as follows:

 

2015

2014

(in thousands of USD)

 

 

 

 

 

Non-current

 

 

Advances from third parties

556

1,158

 

 

 

 

556

1,158

 

 

 

Current

 

 

Advances received under investment agreement (refer to note 8)

1,917

2,917

Advances from third parties

2,593

3,192

Advances from related parties

29

44

 

 

 

 

4,539

6,153

 

 

 

 

5,095

7,311

 

 

 

In September 2009, the Group received a prepayment from an anchor tenant for the period of ten years. As at 31 December 2015, the non-current portion of the prepayment amounts to USD 556 thousand and the current portion amounts to USD 205 thousand (2014: USD 1,158 thousand and USD 312 thousand, respectively). Remaining advances from third parties are mainly represented by prepayments from tenants for two months of rental payments.

16 Other liabilities

As at 31 December 2015, other liabilities are represented by deferred consideration of USD 22,362 thousand (2014: USD 20,412 thousand), including accrued interest of USD 2,362 thousand (2014: USD 412 thousand), that is payable in respect of the acquisition of Wayfield Limited and its subsidiary Budkhol LLC, and other long-term liabilities amounting to USD 80 thousand (2014: USD 141 thousand). In May 2014, the Group signed an amendment to the share exchange agreement in order to postpone the repayment of USD 10,000 thousand from 30 April 2014 to 30 April 2015. In March 2015, the Group signed an amendment to the share exchange agreement in order to postpone the payment of USD 20,000 thousand from 30 April 2015 to 30 April 2016. Deferred consideration is presented in accordance with its contractual maturity as at 31 December 2015 and 2014 and bears a 9.75% interest rate per annum.

17 Revenue

Revenue for the years ended 31 December is as follows:

 

2015

2014

(in thousands of USD)

 

 

Rental income from investment properties

20,184

22,249

Other sales revenue

199

542

 

 

 

 

20,383

22,791

 

 

 

For the year ended 31 December 2015, 23% of the Group's rental income was earned from two tenants (16% and 7%, respectively) (2014: 21%, 13% and 8%, respectively).

In accordance with the terms of the contracts with tenants, rental rates are fixed in USD and invoices are issued in UAH using the exchange rates established by the National Bank of Ukraine effective at the date of invoice.

Starting from March 2014, the Group provides the tenants with temporary discounts to contractual rental rates, or temporarily fixates the exchange rates to be applied to USD equivalent of contractual rental rates at lower levels as compared to the exchange rates established by the National Bank of Ukraine.

Management believes that these measures will allow the Group to maintain occupancy rates in the shopping centres at a relatively high level during the current deteriorated period in Ukrainian business environment. Management believes that these measures are temporary until the Ukrainian business environment stabilizes.

Direct operating expenses arising from investment property that generated rental income during the years ended 31 December are as follows:

 

2015

2014

(in thousands of USD)

 

 

 

 

 

Advertising (note 19)

542

799

Repair, maintenance and building services (note 18)

366

377

Security services (note 19)

270

436

Communal public services (note 18)

249

269

Land taxes (note 19)

178

94

 

 

 

 

1,605

1,975

 

 

 

No direct operating expenses arising from investment property that did not generate rental income during 2015 and 2014 occurred.

18 Goods, raw materials and services used

Goods, raw materials and services used for the years ended 31 December are as follows:

 

2015

2014

(in thousands of USD)

 

 

 

 

 

Repair, maintenance and building services (note 17)

366

377

Communal public services (note 17)

249

269

Other costs

170

163

 

 

 

 

785

809

 

 

 

 

19 Operating expenses

Operating expenses for the years ended 31 December are as follows:

 

2015

2014

(in thousands of USD)

 

 

 

 

 

Allowance for bad debts

10,617

42,625

Management, consulting and legal services

2,781

3,639

Advertising (note 17)

542

799

VAT recoverable written-off

426

1,096

Security services (note 17)

270

436

Auditors' fees

226

269

Office expenses and communication services

202

373

Land taxes (note 17)

178

94

Administrative expenses

89

162

Other

241

1,405

 

 

 

 

15,572

50,898

 

 

 

VAT recoverable written-off represents VAT input, originated under the Ukrainian legislation at the subsidiary located in the Republic of Crimea, which is not recognised by the Crimean authorities upon annexation of the region by the Russian Federation.

20 Finance income and finance costs

Finance income and finance costs for the years ended 31 December are as follows:

 

2015

2014

(in thousands of USD)

 

 

 

 

 

Interest income

587

1,451

Gain on initial recognition of trade and other payables at fair value (refer to note 14)

 

-

 

4,366

Finance income from derecognition of finance lease liability (refer to note 13)

-

151

Other finance income

362

103

 

 

 

Finance income

949

6,071

 

 

 

Foreign exchange loss

(19,175)

(49,819)

Interest expense

(10,143)

(9,373)

Finance costs from recognition of finance lease liability (refer to note 13)

(2,641)

-

Interest expense on deferred consideration (refer to note 16)

(1,950)

(1,982)

Impairment of available-for-sale financial asset (refer to note 23(d)(i))

-

(20,727)

Other finance costs

(2,179)

(4,218)

 

 

 

Finance costs

(36,088)

 (86,119)

 

 

 

Net finance cost

(35,139)

(80,048)

 

 

 

 

21 Income tax expense

 

(a) Income tax expense

Income taxes for the years ended 31 December are as follows:

 

2015

2014

(in thousands of USD)

 

 

 

 

 

Current tax expense

574

153

Deferred tax expense

3,534

8,860

 

 

 

Total income tax expense

4,108

9,013

 

 

 

Corporate profit tax rate for Ukrainian entities for 2014 and afterwards is fixed at 18%.

While computing the deferred tax liability that arises on the temporary differences between carrying amounts and tax values of assets and liabilities of Voyazh-Krym LLC, registered in the Autonomous republic of Crimea, as at 31 December 2015 and 2014, management of the Group reflected the tax consequences that are applicable under the legislation of the Russian Federation that is being applied for all companies operating in the Republic of Crimea. In absence of clear regulations that will be applicable to the Republic of Crimea, management expects that reversal of temporary differences will be done under the Laws of the Russian Federation. The applicable tax rate for the entities operating under the laws of the Russian Federation is 20%.

The applicable tax rates are 12.5% for Cyprus companies and 0% for companies incorporated in the Isle of Man.

(b) Reconciliation of effective tax rate

The difference between the total expected income tax expense for the years ended 31 December computed by applying the Ukrainian statutory income tax rate to loss before tax and the reported tax expense is as follows:

 

 

2015

%

2014

%

(in thousands of USD)

 

 

 

 

 

 

 

 

 

Loss before tax

(16,271)

100%

(69,583)

100%

 

 

 

 

 

Income tax benefit at statutory rate in Ukraine

(2,929)

18%

(12,525)

18%

Effect of different tax rates on taxable (loss) profit in other jurisdictions

(1,117)

7%

(1,731)

2%

Non-deductible expenses

5,186

(32%)

14,679

(21%)

Change in unrecognised deferred tax assets

4,873

(30%)

4,488

(6%)

Change in tax rates

-

-

457

(1%)

Foreign currency translation difference

(1,905)

12%

3,645

(5%)

 

 

 

 

 

Effective income tax expense

4,108

(25%)

9,013

(13%)

 

 

 

 

 

 

(c) Recognised deferred tax assets and liabilities

 

As at 31 December deferred tax assets and liabilities are attributable to the following items:

 

 

Assets

Liabilities

Net

 

2015

2014

2015

2014

2015

2014

(in thousands of USD)

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment property

-

703

(10,633)

(12,483)

(10,633)

(11,780)

Property and equipment

1

-

-

(2)

1

(2)

Trade and other receivables

501

987

-

(13)

501

974

Assets classified as held for sale

-

-

(324)

(494)

(324)

(494)

Trade and other payables

37

17

-

(10)

37

7

Advances received

-

855

-

-

-

855

Short-term borrowings

8

9

-

(6)

8

3

Long-term borrowings

-

-

-

(14)

-

(14)

Other long-term payables

7

7

(456)

(801)

(449)

(794)

Tax loss carry-forwards

8,053

9,734

-

-

8,053

9,734

 

 

 

 

 

 

 

Deferred tax assets (liabilities)

8,607

12,312

(11,413)

(13,823)

(2,806)

(1,511)

Offset of deferred tax assets and liabilities

(8,607)

(12,312)

8,607

12,312

-

-

Transfer to/from liabilities classified as held for sale

-

-

-

40

-

40

 

 

 

 

 

 

 

Net deferred tax assets (liabilities)

-

-

(2,806)

(1,471)

(2,806)

(1,471)

 

 

 

 

 

 

 

 

(d) Movements in recognised deferred tax assets and liabilities

Movements in recognised deferred tax assets and liabilities during the year ended 31 December 2015 are as follows:

 

Balance as at

1 January 2015

asset (liability)

Recognised in profit or loss

Recognised in OCI

Foreign currency translation adjustment

Balance as at 31 December 2015 asset (liability)

(in thousands of USD)

 

 

 

 

 

 

 

 

 

 

 

Investment property

(11,780)

(3,179)

-

4,326

(10,633)

Property and equipment

(2)

3

-

-

1

Trade and other receivables

974

(153)

-

(320)

501

Assets classified as held for sale

(494)

1

-

169

(324)

Trade and other payables

7

36

-

(6)

37

Advances received

855

(598)

-

(257)

-

Short-term borrowings

3

7

-

(2)

8

Long-term borrowings

(14)

10

-

4

-

Other long-term payables

(794)

80

-

265

(449)

Tax loss carry-forwards

9,734

259

1,548

(3,488)

8,053

 

 

 

 

 

 

Deferred tax assets (liabilities)

(1,511)

(3,534)

1,548

691

(2,806)

 

 

 

 

 

 

 

Movements in recognised deferred tax assets and liabilities during the year ended 31 December 2014 are as follows:

 

Balance as at 1 January 2014

asset (liability)

Recognised in profit or loss

Recognised in OCI

 

Transferred to liabilities held for sale

Foreign currency translation adjustment

Balance as at 31 December 2014

asset (liability)

(in thousands of USD)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment property

(8,598)

(9,303)

-

 

324

5,797

(11,780)

Property and equipment

3

(5)

-

 

-

-

(2)

Trade and other receivables

1,737

124

-

 

-

(887)

974

Assets classified as held for sale

-

(657)

-

 

-

163

(494)

Trade and other payables

(9)

15

-

 

10

(9)

7

Advances received

581

745

-

 

-

(471)

855

Short-term borrowings

8

(1)

-

 

-

(4)

3

Long-term borrowings

(24)

(2)

-

 

-

12

(14)

Other long-term payables

12

(1,063)

-

 

-

257

(794)

Tax loss carry-forwards

2,367

1,287

9,854

 

(294)

(3,480)

9,734

 

 

 

 

 

 

 

 

Deferred tax assets (liabilities)

(3,923)

(8,860)

9,854

 

40

1,378

(1,511)

 

 

 

 

 

 

 

 

          

 

(e) Unrecognised deferred tax assets

Deferred tax assets as at 31 December 2015 have not been recognised in respect of the following items:

 

Balance as at 1 January 2015

Utilisation of previously unrecognised temporary differences

Increase in unrecognised temporary differences

Foreign currency translation adjustment

Balance as at 31 December 2015

(in thousands of USD)

 

 

 

 

 

 

 

 

 

 

 

Trade and other receivables

275

(122)

-

(46)

107

Other long-term payables

69

(43)

-

(26)

-

Trade and other payables

731

(505)

-

(226)

-

Advances from customers

120

(75)

-

(45)

-

Tax loss carry-forwards

17,341

-

18,883

(7,649)

28,575

 

 

 

 

 

 

 

18,536

(745)

18,883

(7,992)

28,682

 

 

 

 

 

 

Deferred tax assets as at 31 December 2014 have not been recognised in respect of the following items:

 

Balance as at 1 January 2014

Utilisation of previously unrecognised temporary differences

Increase in unrecognised temporary differences

Foreign currency translation adjustment

Balance as at 31 December 2014

(in thousands of USD)

 

 

 

 

 

 

 

 

 

 

 

Trade and other receivables

607

-

-

(332)

275

Other long-term payables

-

 

69

-

69

Trade and other payables

-

-

740

(9)

731

Advances from customers

265

-

-

(145)

120

Tax loss carry-forwards

3,844

(76)

22,049

(8,476)

17,341

 

 

 

 

 

 

 

4,716

(76)

22,858

(8,962)

18,536

 

 

 

 

 

 

In accordance with existing Ukrainian legislation tax losses can be carried forward and utilised indefinitely. Deferred tax assets have not been recognised in respect of those items since it is not probable that future taxable profits will be available against which the Group can utilise the benefits therefrom.

During the year ended 31 December 2015, unrecognised temporary differences of USD 13,265 thousand (2014: USD 18,294 thousand) were recognised in other comprehensive income.

22 Financial risk management

 

(a) Overview

The Group has exposure to the following risks from its use of financial instruments:

· credit risk

· liquidity risk

· market risk

This note presents information about the Group's exposure to each of the above risks, the Group's objectives, policies and processes for measuring and managing risk. Further quantitative disclosures are included throughout these consolidated financial statements.

(b) Risk management framework

The management has overall responsibility for the establishment and oversight of the risk management framework.

The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities.

The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Group's Audit Committee oversees how management monitors compliance with the Group's risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group.

(c) Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group's loans and receivables.

(i) Trade and other receivables

The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the Group's customer base, including the default risk of the industry and country, in which customers operate, as these factors may have an influence on credit risk, particularly in the currently challenging economic circumstances. There is no significant concentration of receivables from a single customer. In 2015 and 2014, 100% of the Group's revenue is attributable to sales transactions with customers in Ukraine and the Republic of Crimea.

Management has no formal credit policy in place for customers other than regular tenants and the exposure to credit risk is approved and monitored on an ongoing basis individually for all other significant customers.

The Group does not require collateral in respect of trade and other receivables.

The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables and loans receivable. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component established for groups of similar assets in respect of losses that have been incurred but not yet identified. The collective loss allowance is determined based on historical data of payment statistics for similar financial assets.

(ii) Guarantees

The Group considers that financial guarantee contracts entered into by the Group to guarantee the indebtedness of related parties to be insurance arrangements, and accounts for them as such. In this respect, the Group treats the guarantee contract as a contingent liability until such time as it becomes probable that the Group will be required to make a payment under the guarantee.

(iii) Exposure to credit risk

The carrying amount of financial assets represents the maximum credit exposure.

In addition to the credit risk, the Group is exposed to the risk of non-recoverability of VAT recoverable and prepaid expenses amounting in total to USD 5,402 thousand as at 31 December 2015 (2014: USD 9,424 thousand).

 

(iv) Impairment losses

The ageing of trade and other receivables as at 31 December was:

 

2015

2015

2014

2014

 

Gross

Impairment

Gross

Impairment

(in thousands of USD)

 

 

 

 

 

 

 

 

 

Not past due

816

-

876

-

Past due 0 - 30 days

-

-

50

-

Past due 31 - 60 days

7

-

24

-

Past due 61 - 90 days

1

-

4

-

Past due 91 - 360 days

1,737

(1,729)

7

(7)

More than one year

9,046

(8,988)

14,906

(14,529)

 

 

 

 

 

 

11,607

(10,717)

15,867

(14,536)

 

 

 

 

 

Allowance for impairment of financial assets is as follows:

 

2015

2014

 

(in thousands of USD)

 

 

 

 

 

 

Allowance for impairment of trade and other receivables

10,717

14,536

 

Allowance for impairment of loans receivable

50,065

40,097

 

Allowance for impairment of available-for-sale financial assets

20,727

20,727

 

 

 

 

 

 

81,509

75,360

 

 

 

 

 

       

 

The movement in the allowance for impairment in respect of financial assets during the years ended 31 December was as follows:

 

2015

2014

(in thousands of USD)

 

 

 

 

 

Balance at 1 January

(75,360)

(17,570)

Impairment loss recognized

(10,617)

(63,352)

Bad debt write-off

1,972

-

Foreign currency translation differences

2,496

5,562

 

 

 

Balance at 31 December

(81,509)

(75,360)

 

 

 

 

(d) Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation.

The following are the contractual maturities of financial liabilities, including interest payments as at 31 December 2015:

 

 

Contractual cash flows

 

Carrying amount

Total

2 months or less

2 - 12 months

1 - 2 years

2 - 5 years

More than 5 years

(in thousands of USD)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured bank loans

60,074

74,631

21,334

13,169

11,075

29,053

-

Unsecured loans from related parties

44,661

47,554

36,988

1,045

760

8,761

-

Unsecured loans from

third parties

151

151

-

151

-

-

-

Finance lease liability

9,937

63,616

188

940

1,379

4,136

56,973

Trade and other payables

24,279

27,966

4,489

16,710

856

5,911

-

Other liabilities

22,442

23,088

-

23,008

80

-

-

 

 

 

 

 

 

 

 

 

161,544

237,006

62,999

55,023

14,150

47,861

56,973

 

 

 

 

 

 

 

 

 

The following are the contractual maturities of financial liabilities, including interest payments as at 31 December 2014:

 

 

Contractual cash flows

 

Carrying amount

Total

2 months or less

2 - 12 months

1 - 2 years

2 - 5 years

More than 5 years

(in thousands of USD)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Secured bank loans

60,881

80,959

1,681

14,542

15,067

30,509

19,160

Unsecured loans from related parties

35,864

37,279

15,282

18,218

280

3,499

-

Unsecured loans from

third parties

211

211

38

173

-

-

-

Finance lease liability

8,130

57,381

230

524

755

3,492

52,380

Trade and other payables

42,779

47,775

4,340

33,117

1,968

1,803

6,547

Other liabilities

20,553

21,194

-

21,053

141

-

-

 

 

 

 

 

 

 

 

 

168,418

244,799

21,571

87,627

18,211

39,303

78,087

 

 

 

 

 

 

 

 

 

(e) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

(i) Сurrency risk

Group entities located in Ukraine

The Group is exposed to currency risk on sales, purchases and borrowings that are denominated in a currency other than the Ukrainian hryvnias (UAH), primarily the U.S. Dollar (USD), but also Euro (EUR) and GB Pound (GBP).

Interest on borrowings is denominated in the currency of the borrowing. Generally, borrowings are denominated in USD which does not always match the cash flows generated by the underlying operation of the Group, primarily executed in UAH.

Exposure to currency risk

The Group's exposure to foreign currency risk as at 31 December was as follows based on notional amounts:

 

 

2015

 

2014

 

USD

EUR

GBP

USD

EUR

GBP

(in thousands of USD)

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

31

25

-

12

4

-

Restricted deposits

-

-

-

580

-

-

Secured bank loans

(49,661)

-

-

(60,881)

-

-

Unsecured loans from related parties

(191)

-

-

-

-

-

Trade and other payables

-

(775)

-

(352)

(7,914)

(153)

 

 

 

 

 

 

 

Net short position

(49,821)

(750)

-

(60,641)

(7,910)

(153)

 

 

 

 

 

 

 

         
Sensitivity analysis

A 20 percent weakening of the Ukrainian hryvnia against the following currencies as at 31 December would have increased net loss and decreased equity by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant.

 

2015

2014

 

Profit or loss

Equity

Profit or loss

Equity

(in thousands of USD)

 

 

 

 

 

 

 

 

 

USD

(8,171)

(8,171)

(9,945)

(9,945)

EUR

(123)

(123)

(1,297)

(1,297)

GBP

-

-

(25)

(25)

A 20 percent strengthening of the Ukrainian hryvnia against these currencies at 31 December would have had the equal but opposite effect on these currencies to the amounts shown above, on the basis that all other variables remain constant.

Intra-group borrowings

The Group entities located in Ukraine are exposed to currency risk on intra-group borrowings, eliminated in these consolidated financial statements, that are denominated in a currency other than the Ukrainian hryvnia (UAH), primarily the U.S. Dollar (USD). These borrowings are treated as part of net investment in a foreign operation with foreign exchange gains and losses recognised in other comprehensive income and presented in the translation reserve in equity.

The exposure to foreign currency risk on these borrowings is USD 256,769 thousand and USD 240,246 thousand as at 31 December 2015 and 2014, respectively. The effect of translation of these loans payable by Ukrainian subsidiaries resulted in a foreign exchange loss of USD 80,745 thousand, including tax effect, recognised directly in other comprehensive income for the year ended 31 December 2015 (2014: USD 146,523 thousand).

A 20 percent weakening of the Ukrainian hryvnia against the USD would have increased other comprehensive loss for the year ended 31 December 2015 and decreased equity as at 31 December 2015 by USD 42,110 thousand (2014: USD 39,400 thousand). This analysis assumes that all other variables, in particular interest rates, remain constant.

A 20 percent strengthening of the Ukrainian hryvnia against these currencies would have had the equal but opposite effect to the amounts mentioned above, on the basis that all other variables remain constant.

Group entities located in the Republic of Crimea

The Group entity, located in the Republic of Crimea, is exposed to currency risk on purchases and borrowings that are denominated in a currency other than the Russian Rouble (RUB), primarily the Ukrainian hryvnia (UAH).

Exposure to currency risk

The exposure to foreign currency risk is as follows based on notional amounts:

 

31 December 2015

 

31 December 2014

 

UAH

 

UAH

(in thousands of USD)

 

 

 

 

 

 

 

Trade and other payables

(4,080)

 

(5,797)

 

 

 

 

Net short position

(4,080)

 

(5,797)

 

 

 

 

Sensitivity analysis

A 10 percent strengthening of the Russian Rouble against the Ukrainian hryvnia would have decreased net loss and increased equity by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant.

 

2015

2014

 

 

Profit or loss

Equity

Profit or loss

Equity

 

(in thousands of USD)

 

 

 

 

 

 

 

 

 

 

 

UAH

326

326

464

464

 

 

 

 

 

 

          

A 10 percent weakening of the Russian Rouble against the Ukrainian hryvnia would have had the equal but opposite effect to the amounts shown above, on the basis that all other variables remain constant.

(ii) Interest rate risk

Changes in interest rates impact primarily loans and borrowings by changing either their fair value (fixed rate debt) or their future cash flows (variable rate debt). Management does not have a formal policy of determining how much of the Group's exposure should be to fixed or variable rates. However, at the time of obtaining new financing management uses its judgment to decide whether a fixed or variable rate would be more favorable to the Group over the expected period until maturity.

Refer to notes 5, 12, 13 and 16 for information about maturity dates and effective interest rates of fixed rate and variable rate financial instruments. Re-pricing for fixed rate financial instruments occurs at maturity of fixed rate financial instruments.

Profile

The interest rate profile of the Group's interest-bearing financial instruments as at 31 December was as follows:

 

2015

2014

(in thousands of USD)

 

 

 

 

 

Fixed rate instruments

 

 

Loans receivable

-

9,761

Loans and borrowings

(75,216)

(80,601)

Other liabilities

(22,362)

(20,412)

Finance lease liability

(9,937)

(8,130)

 

 

 

 

(107,515)

(99,382)

 

 

 

Variable rate instruments

 

 

Loans and borrowings

(29,468)

(16,355)

 

 

 

 

(29,468)

(16,355)

 

 

 

 Fair value sensitivity analysis for fixed rate instruments

The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss or as available-for-sale, and the Group does not designate derivatives (interest rate swaps) as hedging instruments under a fair value hedge accounting model. Therefore a change in interest rates at the reporting date would not affect profit or loss or equity.

Cash flow sensitivity analysis for variable rate instruments

An increase of 100 basis points in interest rates at the reporting date would have decreased equity as at 31 December and would have increased net loss for the years ended 31 December by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant.

 

2015

2014

 

Profit or loss

Equity

Profit or loss

Equity

(in thousands of USD)

 

 

 

 

 

 

 

 

 

Loans and borrowings

(242)

(242)

(134)

(134)

 

 

 

 

 

 

(242)

(242)

(134)

(134)

 

 

 

 

 

A decrease of 100 basis points in interest rates at 31 December would have had the equal but opposite effect to the amounts shown above.

(iii) Fair values

Estimated fair values of the financial assets and liabilities have been determined using available market information and appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to produce the estimated fair values. Accordingly, the estimates are not necessarily indicative of the amounts that could be realised in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair values.

The estimated fair values of financial assets and liabilities are determined using discounted cash flow and other appropriate valuation methodologies, at year-end, and are not indicative of the fair value of those instruments at the date these consolidated financial statements are prepared or distributed. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Group's entire holdings of a particular financial instrument. Fair value estimates are based on judgments regarding future expected cash flows, current economic conditions, risk characteristics of various financial instruments and other factors.

Fair value estimates are based on existing financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities not considered financial instruments. In addition, tax ramifications related to the realisation of the unrealised gains and losses can have an effect on fair value estimates and have not been considered.

Management believes that for all the financial assets and liabilities, the carrying value is estimated to approximate the fair value as at 31 December 2015 and 2014. Such fair value was estimated by discounting the expected future cash flows under the market interest rate for similar financial instruments that prevails as at the reporting date. The estimated fair value is categorised within Level 2 of the fair value hierarchy.

(f) Capital management

Management defines capital as total equity attributable to equity holders of the parent. The Group has no formal policy for capital management but management seeks to maintain a sufficient capital base for meeting the Group's operational and strategic needs, and to maintain confidence of market participants. The Group strives to achieve with efficient cash management, and constant monitoring of the Group's investment projects. With these measures the Group aims for steady profits growth. There were no changes in the Group's approach to capital management during the year.

23 Commitments and contingencies

 

(a) Pledged assets

As at 31 December, in connection with loans and borrowings, the Group pledged the following assets:

 

2015

2014

(in thousands of USD)

 

 

 

 

 

Investment property (note 4)

91,630

143,878

Call deposits (note 9)

1,255

-

Restricted deposits (note 9, 12)

800

2,282

Bank balances (note 9)

34

-

 

 

 

 

93,719

146,160

 

 

 

As at 31 December 2015 and 2014, the Group has also pledged the following:

· Future rights on income of Prizma Alfa LLC under all lease agreements;

· Investments in the following subsidiaries: PrJSC Grandinvest, PrJSC UkrPanGroup and PrJSC Livoberezhzhiainvest;

· Property rights under the Investment Agreement between PrJSC Grandinvest, PrJSC Livoberezhzhiainvest and LLC "Voyazh-Krym".

Also, as at 31 December 2015, the Group has pledged future rights on income of Comfort Market Luks LLC under all lease agreements and investment in this subsidiary.

 

(b) Construction commitments

The Group entered into contracts with third parties to construct two shopping centres in Kyiv and a shopping centre in Odesa for the amount of USD 23,548 thousand as at 31 December 2015 (2014: USD 36,503 thousand).

(c) Operating leases commitments

The Group as lessor

The Group entered into lease agreements on its investment property portfolio that consists of five shopping centres. These non-cancellable lease agreements have remaining terms from one to ten years. All agreements include a clause to enable upward revision of the rent rate on an annual basis according to prevailing market conditions.

The future minimum lease payments under non-cancellable leases as at 31 December are as follows:

 

2015

2014

(in thousands of USD)

 

 

Less than one year

5,490

5,228

Between one and five years

3,470

4,415

More than five years

666

1,392

 

 

 

 

9,626

11,035

 

 

 

 

(d) Litigation

In the ordinary course of business, the Group is subject to legal actions and complaints.

(i) Legal case in respect of Assofit Holdings Limited

As at 31 December 2015 and 2014, the Group was involved in an arbitration dispute with Stockman Interhold S.A. (Stockman), which was the majority shareholder of Assofit Holdings Limited (Assofit), regarding invalidation of the Call Option Agreement dated 25 February 2010. In accordance with this Call Option Agreement, Arricano was granted the option to acquire the shareholding of Stockman being equal to 50.03 per cent in the share capital of Assofit during the period starting from 15 November 2010 up to 15 March 2011. In November 2010, the Company sought to exercise the option granted by the Call Option Agreement, however the buy-out was suspended by legal and arbitration proceedings that were initiated by Stockman in relation to the validity of the termination of the agreement relating to the call option under the Call Option Agreement. The case was considered by The London Court of International Arbitration (LCIA).

On 13 December 2011, the sole arbitrator rendered an award declaring that Stockman had validly terminated the Call Option Agreement. The Company appealed the award before the High Court of England and Wales and its appeal was partially successful. As a result the court remitted the question of whether the Company has validly exercised the call option granted under the Call Option Agreement to be considered a new by the sole arbitrator.

On 19 August 2014, the sole arbitrator of the LCIA proceedings issued an award declaring that Arricano validly exercised the call option in 2010 whereby it sought to acquire a shareholding of 50.03 per cent of Assofit. The Company was ordered to deposit the call option price agreed in 2010 with independent third party by 1 January 2015. Immediately prior to the issuance of this award, Arricano discovered that Stockman had transferred its shares in Assofit to a fully-owned subsidiary of Stockman and later discovered that Stockman had further dissipated Assofit's assets. On 24 October 2014, Arricano filed a claim for damages in the arbitration for the losses caused by Stockman's dissipation of Assofit's assets in breach of the Call Option Agreement and requested that the deadline for deposit of the call option price to be extended by six months. On 8 December 2014, the sole arbitrator issued an award declining Arricano's request for the extension of the 1 January 2015 deadline for depositing the call option on the grounds that the sole arbitrator lacked jurisdiction to do so. On 19 September 2014, the sole arbitrator issued a further award confirming that the sole arbitrator had jurisdiction and authority to make further orders and awards concerning the terms on which the call option price was to be deposited. On 31 March 2015, the sole arbitrator issued an award declaring that Arricano properly deposited the option price with independent third parties by 1 January 2015, that Arricano's right to acquire shares pursuant to the second award had not expired and that Stockman's conditional obligation to transfer (or procure the transfer of) the shares to Arricano pursuant to the second award had not expired. A hearing for Arricano's claim for damages in the arbitration was held on 25 and 26 November 2015 and, on 18 December 2015, the sole arbitrator issued an order which declared that Arricano is no longer required to continue to deposit the call option price with an independent third party. As at the date that these consolidated financial statements are authorized for issuance, the parties are waiting for the sole arbitrator to issue an award in respect of Arricano's damages claim.

Separately, Stockman challenged the awards dated 19 August 2014, 19 December 2014 and 31 March 2015 at the High Court of England and Wales. Stockman's challenges to the awards dated 19 August 2014 and 19 December 2014 were unsuccessful, however, as at the date that these consolidated financial statements are authorized for issuance, the challenge to the award dated 31 March 2015 remains pending. The parties have agreed not to take any further steps in these challenge proceedings until the sole arbitrator issues an award in respect of Arricano's damages claim.

On 12 March 2012, Arricano filed an application to the District Court of Larnaca to wind up its associate, Assofit Holdings Limited, on grounds of oppression of minority. Within the frame of this application, on 30 March 2012 Arricano has successfully applied for the appointment of a receiver at the level of Assofit Holdings Limited in order to protect its assets until consideration of the winding up application is completed. On 9 January 2014, based on an interim order of the District Court of Larnaca the powers of the receiver to appoint or change the Board of Directors of Assofit or management of the Ukrainian subsidiaries were temporarily nullified without affecting the powers of the receiver to protect Assofit's assets. The receiver contested this interim order with the District Court of Larnaca. On 21 January 2014, Arricano filed the certiorari application with the Supreme Court of Cyprus to suspend this interim order based on procedural grounds. On 14 November 2014, the court removed all the restrictions that were imposed in the past on the Receiver's powers. On 30 January 2015, following Stockman's application, the court cancelled its previous interim orders on appointment of the Receiver. As at the date that these consolidated financial statements are authorised for issue, Assofit is not under receivership.

On 14 October 2013 Stockman, Assofit and the Ukrainian subsidiary of Assofit initiated legal proceedings before the District Court of Nicosia for the alleged violation of fiduciary duties by Arricano, Hillar Teder (the Group's ultimate controlling party) and Dragon Ukrainian Properties and Development PLC (a shareholder of the Group) and recovery of the funds lent based on the loan agreement between Assofit and Filgate. On 7 March 2014, Arricano filed its Defence and Counterclaim against Stockman, Assofit and Prizma Beta LLC, on the basis of a series of violations of the fiduciary duties by Stockman and its nominees. At the date that these consolidated financial statements are authorised for issuance these litigation proceedings remain pending.

On 20 August 2014, Arricano commenced legal proceedings before the District Court of Nicosia against Assofit, Stockman, Omniserve Ltd and Althor Property Investments Ltd ("Althor Property"). In the aforementioned process, Arricano succeeded in obtaining interim orders. The interim orders imposed restrictions on the transfer and/or otherwise alienation of Stockman's shares in Assofit as well on Stockman's voting and shareholding rights and inter alia, ordered Althor Property to transfer the Assofit shares it received back to Stockman.

In September 2014, Assofit Holdings Limited transferred the shares of Prizma Beta LLC to Financial and Investment Solutions BV, a company registered in the Netherlands, despite the fact that an Interim Receiver was appointed in Assofit at that period of time with the responsibility of collecting and safeguarding Assofit's assets. Further in September 2014, Joint-Stock Bank Pivdeniy PJSC, Ukraine, which had an outstanding mortgage loan due from Prizma Beta LLC of USD 32,000 thousand, exercised its right to recover the abovementioned loan by means of reposession of ownership rights to the Skymall shopping centre which was pledged to secure this loan in September 2014. Management of the Group believes that these transfers are illegal and requests that the Group will transfer to Stockman the call option deposit placed as at 31 December 2015 only after these transfers are nullified. As at the date that these consolidated financial statements are authorised for issuance, shares of Prizma Beta LLC and ownership rights for the Skymall shopping centre remain to be alienated.

As at 31 December 2015 and 2014, the Group holds 49.97% of nominal voting rights in Assofit without retaining significant influence. In prior years' consolidated financial statements of the Group until 31 December 2013 investment in Assofit was recognised in the statement of financial position as available-for-sale financial asset stated at carrying amount of USD 20,727 thousand. Due to loss of the legal control over the major operating asset being the Skymall shopping centre in September 2014, management believes that investment in Assofit is fully impaired as at 31 December 2015 and 2014.

(ii) Legal case in respect of Mezokred Holding LLC

On 17 April 2014, a claim was filed against Mezokred Holding LLC by a third party individual seeking to nullify the resolution issued by the Kyiv City Council, according to which the latter has approved the allocation to Mezokred Holding LLC of a land plot in Obolon District of Kyiv for the construction of a hypermarket and entitled Mezokred Holding LLC to lease this land plot for a period of 25 years. On 21 May 2014 and 15 July 2014, the Kyiv Administrative Court and the Kyiv Court of Appeal ruled against Mezokred Holding LLC. On 4 August 2014, Mezokred Holding LLC filed a cessation appeal to the Supreme Administrative Court of Ukraine and this appeal was accepted by the court.

On 6 August 2014, the public prosecutor filed a new claim against Mezokred Holding LLC to recognise the lease agreement for a land plot in Obolon District of Kyiv as invalid. On 12 September 2014 the first instance court ruled to suspend the hearings on this case until passing of the ruling of the court in respect of the claim issued on 17 April 2014. On 26 November 2014, the Supreme Administrative Court of Ukraine cancelled the judgments of lower courts in respect of the claim, issued on 17 April 2014, and returned the case for new consideration to the first instance court. As at the date that these consolidated financial statements are authorised for issuance, the results of respective hearing of the first instance court that took place on 15 April 2016 in written proceeding are not yet available. Management believes that the Group will be successful in defending its title to the lease agreement for the land plot concerned further in court, if this is required. Should this not be the case, the Group may ultimately lose its lease rights for the land plot concerned and title to the related investment property. As at 31 December 2015, the fair value of the land plot and property under construction at Mezokred Holding LLC is USD 4,937 thousand and USD 506 thousand, respectively.

(iii) Legal case in respect of Comfort Market Luks LLC

In 2007, in accordance with legislation effective on that date Comfort Market Luks LLC paid the fee for participation share in the development of social, civil engineering and traffic infrastructure of the city of Kyiv in the amount of UAH 45,766 thousand (approximately USD 9 million as at the date of payment). In October 2014, Comfort Market Luks LLC has filed a claim against Department of Economics and Investment of the Kyiv City Council before the Economic Court of the city of Kyiv (the first instance court) in order to acknowledge the agreement on the share participation as executed. The abovementioned claim of Comfort Market Luks LLC was satisfied by the Economic Court of the city of Kyiv in full. Subsequently, the decision of the Economic Court of the city of Kyiv was challenged and Comfort Market Luks LLC has submitted its cassation appeal to the Highest Economic Court of Ukraine to reconfirm the earlier decision of the first instance court. After a number of case hearings in 2015, on 28 September 2015 the case was closed by the Highest Economic Court of Ukraine on the basis that Comfort Market Luks LLC has made all necessary payments in the development of social, civil engineering and traffic infrastructure of the city of Kyiv.

(iv) Legal case in respect of Voyazh-Krym LLC

On 12 October 2013, a claim was filed against Voyazh-Krym LLC by a third party seeking to demolish the part of the shopping centre "South Gallery" located in Simferopol with an area of 0.73 ha. On 17 January 2014, Administrative Court of Ukraine ruled in favor of Voyazh-Krym LLC. The plaintiff filed an appeal and this appeal was accepted by the Court. In 2014, the case was transferred to the Russian court authorities. On 5 June 2015, Arbitration court of the Russian Federation ruled also in favor of Voyazh-Krym LLC. The plaintiff filed an appeal to the Arbitration Court of the Central District and this appeal was accepted by the Court. Later the Arbitration Court of the Central District cancelled the judgments of lower courts and returned the case for new consideration to the first instance court. Also, on 29 December 2015 the Supreme Administrative Court of the Russian Federation confirmed the previous decision of the Arbitration Court of the Central District. On 22 January 2016, Arbitration court of the Russian Federation ruled against Voyazh-Krym LLC. Voyazh-Krym LLC filled an appeal. On 11 April 2016, Arbitration Court of Appeal returned the case for new consideration to the first instance court. The respective hearing of the first instance court is scheduled on 23 May 2016. Management believes that the Group will be successful in defending its rights further in court, if this is required. Otherwise, Voyazh-Krym LLC may be required to perform reconstruction of the part of the shopping center stated at USD 19,430 thousand as at 31 December 2015.

Management is unaware of any other significant actual, pending or threatened claims against the Group.

(e) Taxation contingencies

The Group performs most of its operations in Ukraine and therefore within the jurisdiction of the Ukrainian tax authorities. The Ukrainian tax system can be characterized by numerous taxes and frequently changing legislation which may be applied retroactively, open to wide interpretation and in some cases are conflicting. Instances of inconsistent opinions between local, regional, and national tax authorities and between the Ministry of Finance and other state authorities are not unusual. Tax declarations are subject to review and investigation by a number of authorities that are enacted by law to impose severe fines, penalties and interest charges. A tax year remains open for review by the tax authorities during the three subsequent calendar years, however under certain circumstances a tax year may remain open longer.

These facts create tax risks substantially more significant than typically found in countries with more developed systems. Management believes that it has adequately provided for tax liabilities based on its interpretation of tax legislation and official pronouncements. However, the interpretations of the relevant authorities could differ and the effect on these consolidated financial statements, if the authorities were successful in enforcing their interpretations, could be significant. No provisions for potential tax assessments have been made in these consolidated financial statements.

As a result of the events described in note 1(b), Ukrainian authorities are not currently able to enforce Ukrainian laws on the territory of the Republic of Crimea. Starting from April 2014, this territory is subject to the transitional provisions of tax rules established by the Russian government to ensure gradual introduction of federal laws into the territory. Although these transitional provisions were thought to put certain relief on the entities registered in the Republic of Crimea, interpretations of these provisions by the tax authorities may be different from the tax payers' view. Management believes that it has adequately provided for tax liabilities based on its understanding of the official pronouncements. In absence of practice of applying new taxation rules by the tax authorities, the effect of potential disagreements in tax treatment of the Group's operations in the Republic of Crimea on the consolidated financial statements cannot presently be determined and can be significant.

Effective from 1 January 2015, the territory of the Republic of Crimea is subject to general legislation of the Russian Federation. The taxation system in the Russian Federation continues to evolve and is characterised by frequent changes in legislation, official pronouncements and court decisions, which are sometimes contradictory and subject to varying interpretation by different tax authorities. This may create additional tax risks for the Group going forward.

24 Related party transactions

 

(a) Control relationships

As at 31 December 2015, the Group's shareholders are Retail Real Estate S.A., Vunderbuilt S.A., Dragon - Ukrainian Properties and Development plc, Deltamax Group OU, Sigma Real Estate Limited, Rauno Teder and Jüri Põld. The Group's ultimate controlling party is Estonian individual Hillar Teder. Hillar Teder indirectly controls 55.45% of the voting shares of the Parent Company. Apart from this, the adult son of Hillar Teder controls 7.48% of the voting shares of the Parent Company.

(b) Transactions with management and close family members

Key management remuneration

Key management compensation included in the statement of profit or loss and other comprehensive income for the year ended 31 December 2015 is represented by salary and bonuses of USD 298 thousand (2014: USD 524 thousand).

(c) Transactions and balances with entities under common control

 

Outstanding balances with entities under common control as at 31 December are as follows:

 

2015

 

2014

 

(in thousands of USD)

 

 

 

 

 

Long-term loans receivable

41,365

39,761

Short-term loans receivable

8,700

401

Trade receivables

1,567

5,394

Other receivables

9,066

9,391

Provision for impairment of trade and other receivables and loans receivable from related parties

(60,694)

(54,506)

 

 

 

 

4

441

 

 

 

Long-term loans and borrowings

7,270

2,661

Short-term loans and borrowings

37,391

33,184

Trade and other payables

1,785

1,420

Advances received

29

44

Other liabilities

22,362

20,412

 

 

 

 

68,837

57,721

 

 

 

None of the balances are secured. The terms and conditions of significant transactions and balances with entities under common control are described in notes 5, 7, 12 and 16.

Expenses incurred and income earned from transactions with entities under common control for the years ended 31 December are as follows:

 

2015

2014

 

 

 

(in thousands of USD)

 

 

 

 

 

Interest expense

(5,988)

(5,169)

Other finance costs

(2)

(2,314)

Interest income

268

1,182

Operating expenses

(11,147)

(43,161)

Prices for related party transactions are determined on an ongoing basis.

(d) Guarantees issued by related parties

The Group's related parties issued guarantees securing loans payable by Ukrainian subsidiaries of Arricano Real Estate PLC to the EBRD (loans payable by Grandinvest PrJSC, UkrPanGroup PrJSC), PJSC "Bank "St.Petersburg" (loans payable by Livoberezhzhiainvest PrJSC) and Oshchadbank (loan payable by Comfort Market Luks LLC). The guarantees cover the total amount of outstanding liabilities in relation to EBRD loans as at 31 December 2015 of USD 29,468 thousand (2014: USD 16,355 thousand), in relation to PJSC "Bank "St.Petersburg" as at 31 December 2015 of USD 20,193 thousand (2014: USD 21,804 thousand) and in relation to Oshchadbank as at 31 December 2014 of USD 10,098 thousand.

25 Events subsequent to the reporting date

 

(a) Changes in terms of loans and borrowings

In February 2016, the Group signed an amendment to the share exchange agreement in order to postpone the payment of deferred consideration of USD 20,000 thousand from 30 April 2016 to 30 June 2017 (refer to notes 2(e), 16).

In February 2016, the Group signed an amendment to the loan agreement with Bytenem Co Limited in order to postpone the settlement of outstanding balance of USD 19,409 thousand from 14 March 2016 to 30 June 2017 (refer to notes 2(e), 12).

(b) Acquisition of investments

On 22 April 2016 one of the subsidiaries of the Group acquired 100% share capital in Green City Ltd, Russia from Retail Real Estate S.A for a nominal value of RUB 100 thousand, which at the date of the acquisition equalled to USD 1.5 thousand.

 

INDEPENDENT AUDITORS' REPORT

TO THE MEMBERS OF

ARRICANO REAL ESTATE PLC

 

Report on the consolidated financial statements

 

We have audited the accompanying consolidated financial statements of Arricano Real Estate PLC (the ''Company'') and its subsidiaries (together with the Company, referred to as "the Group") on pages 4 to 62 which comprise the consolidated statement of financial position as at 31 December 2015, the consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information.

Board of Directors' responsibility for the consolidated financial statements

The Board of Directors is responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113, and for such internal controls as the Board of Directors determines are necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Independent Auditors' responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the entity's preparation of consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements give a true and fair view of the financial position of Arricano Real Estate PLC as at 31 December 2015, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113.

Emphasis of matter

Without qualifying our opinion we draw you attention to the following:

1. To Note 1(b) to the consolidated financial statements, which describes the political and social unrest and regional tensions in Ukraine that started in November 2013 and escalated in 2014 and afterwards. The events referred to in Note 1(b) have adversely affected the Group and could continue to adversely affect the Group's results and financial position in a manner not currently determinable.

 

2. To Note 2 (e) to the consolidated financial statements, which describes the liquidity position of the Group and measures that management is taking in order to ensure that the Group will continue operations on a going concern basis. During the year ended 31 December 2015 the Group incurred a net loss of USD 20,379 thousand, and at that date, its current liabilities exceeded its current assets by USD 105,026 thousand. These conditions, along with other matters set forth in Note 1 (b), indicate the existence of a material uncertainty which may cast significant doubt as to the Company's ability to continue as a going concern.

 

3. Notes 4 and 23 (d) (ii) to the consolidated financial statements, which describe that, as at 31 December 2015, the Group was involved as a defendant in a lawsuit in respect of nullifying lease rights of the subsidiary for the land plot with a carrying amount of USD 4,937 thousand and nullifying the state authority's permits for the construction on the land. The ultimate outcome of the matter cannot be currently determined.

Report on other legal requirements

Pursuant to the additional requirements of the Auditors and Statutory Audits of Annual and Consolidated Accounts Laws of 2009 and 2013, we report the following:

· We have obtained all the information and explanations we considered necessary for the purposes of our audit.

· In our opinion, proper books of account have been kept by the Company, so far as it appears from our examination of those books.

· The consolidated financial statements are in agreement with the books of account.

· In our opinion and to the best of the information available to us and according to the explanations given to us, the consolidated financial statements give the information required by the Cyprus Companies Law, Cap. 113, in the manner so required.

· In our opinion, the information given in the report of the Board of Directors on pages 2 to 3 is consistent with the consolidated financial statements.

 

Other matter

This report, including the opinion presented herein, has been prepared for and only for the Company's members as a body in accordance with Section 34 of the Auditors and Statutory Audits of Annual and Consolidated Accounts Laws of 2009 and 2013 and for no other purpose. We do not, in giving the aforementioned opinion, accept or assume responsibility for any other purpose or to any other person to whose knowledge this report may come to.

 

John C. Nicolaou, CPA

Certified Public Accountant and Registered Auditor

 

for and on behalf of

KPMG Limited

Certified Public Accountants and Registered Auditors

 

11, June 16th 1943 Street

3022 Limassol

Cyprus

 

25 April 2016

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FR SEWFIMFMSEIL
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18th Mar 20213:00 pmEQSTemporary closure of retail shopping centres
8th Feb 20217:00 amEQSUpdate on Occupancy and Visitor Levels
29th Jan 202111:30 amEQSHolding(s) in Company
25th Jan 20217:00 amEQSRe-opening of Shopping Centres
14th Dec 20208:00 amEQSTemporary closure of retail shopping centres
14th Dec 20207:00 amEQSTemporary closure of retail shopping centres
16th Nov 202011:45 amEQSTemporary closure of retail shopping centres
1st Oct 20204:30 pmEQSUpdate on Loan Facilities
24th Sep 20207:01 amEQSHalf-year Report
10th Sep 20207:01 amEQSAmendments to loan facilities
18th Aug 20207:00 amEQSAmendment to the loan agreement
29th Jul 20204:30 pmEQSUpdate on Loan Facility
21st Jul 20206:06 pmEQSArricano Real Estate Plc: Update on Loan Facilities
2nd Jul 20207:00 amEQSResult of AGM

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