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Annual Financial Report

28 Jun 2013 07:00

RNS Number : 0747I
Treveria PLC
28 June 2013
 



 

Treveria plc

("Treveria", the "Group" or the "Company")

 

Final results for the year ended 31 December 2012

 

Treveria plc (AIM: TRV), the German retail focused real estate investment company, today announces its audited results for the year ended 31 December 2012. The Company also announces that its Annual Report and Accounts for the year ended 31 December 2012 are available on the Company's website www.treveria.com.

 

For further information, please contact:

IOMA Fund and Investment Management Limited

Graham Smith +44 (0) 1624 681250

 

N+1 Singer

James Maxwell/Nick Donovan +44 (0) 20 7496 3000

Chairman's statement

 

Highlights

As shareholders will be aware, in the year under review and in the period since the year-end, the Company's primary focus has been one of seeking to stabilise the debt position. All our lending facilities were due to mature in 2012, and the overwhelming majority of the portfolio was in breach of loan to value covenants. In the cases of Silos D, F/K and G, we succeeded in reaching agreements with the lenders to extend the loans. In the case of Silo E, however, we did not reach agreement with the lender and, as described more fully below, insolvency proceedings were commenced. 

The Company has also undertaken a major reorganisation of its asset management function. In particular, the activities carried out by its wholly owned subsidiary in Frankfurt, Treveria Asset Management GmbH ("TAMG"), are being outsourced to external service providers with the overall objective of optimising operations. We believe that this externalisation will not only yield cost optimization, but will also result in a leaner, nimbler, more efficient business. We plan to continue working actively to cut costs at all levels of our corporate structure.

Financial results

We report a loss for the year of €135.2m (compared with a loss in the previous year of €13.0m). The key components of this result is the write down of investment property valuations by €91.6m and the €77.1m effect of the de-recognition of the Silo E companies as subsidiaries, following the commencement of insolvency proceedings. The decline in property valuations is mainly attributable to the decision to reflect to a greater extent the lenders' perspectives on valuations.

 

As a result of this loss, the total net assets fell from €270.9m in 2011 to €135.7m in 2012. This equals a fall from €0.447 per share to €0.224. On an adjusted basis (i.e. excluding deferred tax), the net asset value per share stands at €0.232 (compared with €0.488 in 2011).

 

With the loss being due to non-cash items, the net cash-flows from operating activities (before changes in working capital and finance expenses), and as reported in the Statement of Cash-Flows, were positive at €59.9m (2011: €63.2m). Group cash stood at €58.0m at the year-end, of which €25.6m was restricted, with €31.7m held at the parent company. As at 24 June 2013, after taking into account the February 2013 distribution of €19.7m, the Group cash stood at €41.5m, of which €27.3m was restricted, with €11.0m held at the parent company.

Investment Policy

The Company's largest shareholders have made clear that they wish the Company to seek an orderly realisation of assets, and to return cash to shareholders to the extent that a prudent management of the Company's liabilities allows. The Directors therefore propose to the shareholders to ratify at the forthcoming AGM the following amendment to the Company's investment policy:

"The investment objective of the Company is to carry out an orderly realisation of the portfolio of property assets over the medium term, to distribute the net proceeds to shareholders, and then undertake a voluntary winding up of the Company. No new investments will be made except where the Board considers it necessary to provide follow-on capital to enhance the value of an existing investment."

Management Arrangements

The Company took the decision in 2012 to move from an internally to an externally managed portfolio. Tax and accounting services were outsourced to a third-party provider with effect 1 February 2013, while the remaining services (including asset management) have been phased out over the first half of 2013. In conjunction with the restructuring agreement reached with Situs, as servicer of the Silo D loan, the asset management of the Silo D property portfolio has recently been awarded to CR Investments. As we continued working on the implementation of a restructuring agreement with Hypothekenbank Frankfurt (formerly Eurohypo) for Silo F and K, we have entered a transition period in which we are also preparing the handover of the asset management function to external service providers, which we expect to complete by the end of July 2013. The asset management of the properties in the remaining Silos (G and J) will also be transferred to a third-party before end of July 2013.

 

Several changes to the Board composition took place during 2012. Of particular significance was the appointment in May 2012 of David Malpica, who has much experience in real estate and distressed debt. Through his consultancy company, Kewbridge Capital Limited, he is providing advisory and interim management services to the Group, and leads the debt re-negotiations, the property disposals, and the internal re-organisation. As described more fully in the Directors' report and note 28, Kewbridge Capital is incentivised to maximize the return of cash to shareholders.

Disposal of investment properties

During the year, eleven properties were sold, generating proceeds of €46.5 million. In addition, after the year-end and as at the date of this report, a further eight properties have been sold, generating sales proceeds of €19.3 million, and a further five investment properties have been notarised for sale, which should generate proceeds of €7.5 million.

 

On 26 October 2012, the Company announced that it had received a number of unsolicited indications of interest from third parties with regard to the potential acquisition of some or all of Treveria's portfolio. This did not lead to any agreement acceptable to all parties (including the relevant lenders), but further indications of interest have been received and are being explored.

Finance and banking

As mentioned earlier, we have continued our efforts to secure the long term lending arrangements for each silo, but at present the outcome remains inconclusive.

 

Silo D (Deutsche Bank/Citigroup; loan €204 million; total assets €228 million; securitised)

In February 2013, Treveria reached a consensual agreement with the servicer, Situs Asset Management Limited, regarding the implementation of a business plan which will involve the orderly disposal of the Silo D property portfolio over time. In this context, CR Investments were appointed as the asset manager of the property portfolio. Under this agreement the servicer also granted an extension to the standstill agreement until 11 June 2013, with the intention to provide four-months rolling extensions moving forward. Under this arrangement, an extension of the standstill to 11 October 2013 has recently been granted.

 

Silo E

In October 2012, Hatfield Philips International, the servicer of Silo E loan, denied the extension of the standstill agreement and demanded immediate repayment and discharge of all secured obligations in full by the Silo E propcos and Treveria E S.a.r.l. In January 2013, the Company then received confirmation from the Frankfurt am Main court that the insolvency proceedings of the Silo E propco companies had been opened. At this stage, all the insolvency proceedings and the appointment of the preliminary insolvency administrator remain contingent to the appeal filed by the Company. The Company still considers that debtor-in-possession proceedings is the best alternative to preserve the value of the Silo E property portfolio for creditors and stakeholders as a whole.

 

Subsequently, in the first creditors meeting held in March 2013 some creditors contested the voting rights of the lenders under the loan agreements and the Company expects to provide a further update on this matter after the creditors meeting, to be held in September/October 2013, at which the creditor claims in respect of the Silo E portfolio companies will be reviewed.

 

Silo F/K (Hypothekenbank; loan €409 million; total assets €484 million; sole lender)

Negotiations with Hypothekenbank Frankfurt (formerly Eurohypo) regarding a restructuring of the Silo F and K debt facility have progressed well during the course of 2013. In April 2013, Treveria and Hypothekenbank Frankfurt (formerly Eurohypo) agreed on a further three month extension of the in-place standstill to 31 July 2013, with the intention to finalise the implementation of a consensual restructuring agreement.

 

Silo G (J P Morgan; loan €9.8 million; total assets €52 million; syndicated loan)

After having agreed on a reinstated facility agreement in December 2012 which extended the maturity of the original loan to 31 May 2013, Treveria agreed on a further six week extension of the loan agreement to 12 July 2013, to allow for repayment of the loan facility in line with scheduled sales completions. Following progress made in the sales program, the outstanding loan amount has been reduced from circa €9.8 million in December 2012 to less than €3.0 million on 31 May 2013.

 

Silo J (properties free of any mortgage or charge total assets €13.6 million)

Silo J, which contains only eight properties and is free of any mortgage or charge.

 

Total bank liabilities were reduced in the period from €671 million to €623 million (excluding Silo E).

 

Post Balance Sheet Event

In March 2013, the Company made a distribution to shareholders of 3.25 Euro cents per share, amounting to €19.7m in total.

 

Real Estate Transfer Tax

There has been no change with the RETT position.

Going Concern

The Group continues to adopt a going concern basis for the preparation of these financial statements. The Directors believe the Group will be able to manage its business risks for the foreseeable future despite the continued challenging economic conditions. After making enquiries and examining major areas which could give rise to significant financial exposures, the Board has a reasonable expectation that the Company and the Group have adequate resources to continue their operations. The Group has primarily mortgage debt facilities secured at the local company level and without any performance or payment guarantees from the Group. In the event of a financing default, each lender has recourse only to the local company borrower and cannot seek recourse from the Company. In a distress situation, to limit the financial damage to the Group, underperforming assets could be released back to the appropriate lender, or sold for a nominal value.

 

With respect to the Company's cash position, the Board has a reasonable expectation that sufficient liquidity will be available to meet current expenses from a combination of existing cash reserves, net sales proceeds arising from the disposal program, and cash flow from normal operations.

Outlook

The future development of the Company continues to be dependent on the outcome of the re-financing negotiations, our success in completing sales, and resolving the RETT issue.

 

 

 

Eitan Milgram

Chairman

27 June 2013

Directors' report

 

The Directors submit their report with the audited financial statements for the year ended 31 December 2012. A review of the Group's business and results for the year is contained in the Chairman's statement, which should be read in conjunction with this report.

Business of the Group

Treveria plc is the Group holding company. The principal activity of its operating subsidiaries is the business of investing in and managing German commercial real estate, with a primary focus on retail assets.

Results for the year and dividends

The results are set out in the Statement of Comprehensive Income.

The total comprehensive loss attributable to the equity holders of the parent company for the year was €135,251,000 (2011: loss of €13,056,000). No dividend has been declared for the year ended 31 December 2012 (2011: nil).

As set out in note 32, Events after the reporting date, on 15 March 2013 the Company made cash distribution of 3.25 Euro cents per share.

 

Directors

The Directors who held office during the year and to the date of this report were:

Date of appointment or resignation

(if during period under review)

Eitan Milgram

(Chairman since 19 April 2012)

Jeffrey Strong

Rolf Elgeti

(Chairman to date of resignation)

resigned on 17 April 2012

Nicholas Cournoyer

resigned on 18 April 2012

Christopher H Lovell

resigned on 8 February 2012

David Parnell

resigned on 8 February 2012

Graham Smith

appointed on 8 February 2012

David Malpica

appointed on 15 May 2012

Details of Directors' earnings are given in note 28 to the accounts.

All of the Directors are non-executive. David Malpica has a controlling interest in Kewbridge Capital Limited ("Kewbridge") which provides advisory and interim management services to the Company. Within the scope of this arrangement, he has been appointed interim managing director of Treveria Asset Management GmbH to manage the externalization of the asset management and administration functions, and spends on average two to three days a week in that role. Details of fees payable to Kewbridge are also given in note 28. Kewbridge is considered to be a related party under the AIM Rules as a result of David Malpica's controlling interest. Consequently, the services provided by Kewbridge constitute a related party transaction under the AIM Rules. The independent Directors, being those Directors other than David Malpica, having consulted with the Company's Nominated Adviser, consider the terms of the Company's engagement with Kewbridge to be fair and reasonable insofar as the Company's shareholders are concerned.

Directors' interests

Eitan Milgram is a Portfolio Manager and Executive Vice President at Weiss Asset Management LP which manages, independently, Brookdale International Partners LP and Brookdale Global Opportunity Fund, both of which hold an interest in the shares in the Company as shown under "Substantial Shareholders".

Nicholas Cournoyer, is a Partner in Montpelier Investment Management LLP, which holds an interest in the shares in the Company as shown under "Substantial Shareholders"

Jeffrey Strong is a senior investment professional at QVT Financial LP which holds an interest in the shares in the Company as shown under "Substantial Shareholders".

None of the other Directors listed above had an interest in the share capital of the Company in the year ended 31 December 2012 (2011: €nil).

Substantial shareholders

At the date of this report, the following shareholders had substantial interests in the issued share capital of the Company:

Shareholder

% of issued share capital of the Company

Brookdale International Partners LP

19.6

Montpelier Investment Management LLP

21.4

QVT Financial LP

15.1

Brookdale Global Opportunity Fund

9.4

LCF Edmond de Rothschild

9.1

Taube Hodson Stonex Partners LLP

4.7

Alpine Woods Capital Investors LLC

3.9

 

The UK Takeover Code

The Company is not currently subject to the City Code on Takeovers and Mergers ("Takeover Code") as it is not considered to have its place of central management and control in the UK, Channel Islands or Isle of Man (the "Relevant Jurisdictions"). However, as the Company is incorporated in the Isle of Man, being one of the Relevant Jurisdictions, the Takeover Code will apply to the Company from 30 September 2013, in accordance with recent changes to the Takeover Code which come into effect on that date.

 

Treasury operations and financial instruments

The Group's policy in relation to financial risk management and use of financial instruments is set out in note 21 to the financial statements.

Auditors and disclosure of information to auditors

So far as the Directors are aware, there is no relevant audit information of which the auditors are unaware and each Director has taken all reasonable steps to make himself aware of any relevant audit information and to establish that the auditors are aware of that information.

Our auditors, KPMG Audit LLC, being eligible, have expressed their willingness to continue in office.

On behalf of the Board

 

Graham Smith

Director27 June 2013

 

Statement of Directors' responsibilities in respect of the Directors' report and the financial statements

 

The Directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year, which meet the requirements of Isle of Man company law. In addition, the Directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards, as adopted by the EU.

The financial statements are required by law to give a true and fair view of the state of affairs of the Group and the Parent Company and of the profit or loss of the Group and the Parent Company for that period.

In preparing these financial statements, the Directors are required to:

·; select suitable accounting policies and then apply them consistently;

·; make judgements and estimates that are reasonable and prudent;

·; state whether they have been prepared in accordance with International Financial Reporting Standards, as adopted by the EU; and

·; prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the Parent Company will continue in business.

The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that its financial statements comply with the Companies Acts 1931 to 2004. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation governing the preparation and dissemination of financial statements may differ from one jurisdiction to another.

Report of the Independent Auditors, KPMG Audit LLC, to the members of Treveria plc

We have audited the financials of Treveria plc for the year ended 31 December 2012 which comprise the Consolidated and the Company Statements of Comprehensive Income, the Consolidated and the Company Statements of Financial Position, the Consolidated and the Company Statements of Cash Flows and the Consolidated and the Company Statements of Changes in Equity and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRS), as adopted by the EU.

This report is made solely to the Company's members, as a body, in accordance with Section 15 of the Companies Act 1982. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of Directors and auditors

As explained more fully in the Statement of Directors' responsibilities, the Directors are responsible for the preparation of financial statements that give a true and fair view. Our responsibility is to audit, and express an opinion on, the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Group's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the financial statements.

Opinion on the financial statements

In our opinion the financial statements:

·; give a true and fair view of the state of the Group's and the Company's affairs as at 31 December 2012 and of the Group's and the Company's loss for the year then ended;

·; have been properly prepared in accordance with IFRS, as adopted by the EU; and

·; have been properly prepared in accordance with the provisions of Companies Acts 1931 to 2004.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Acts 1931 to 2004 require us to report to you if, in our opinion:

·; proper books of account have not been kept by the Company and proper returns adequate for our audit have not been received from branches not visited by us;

·; the Company's Statement of Comprehensive Income and Statement of Financial Position are not in agreement with the books of account and returns;

·; certain disclosures of Directors' remuneration specified by law are not made; or

·; we have not received all the information and explanations we require for our audit.

Emphasis of matter - negotiations with lenders

In forming our opinion on the financial statements, which is not qualified, we have considered the adequacy of the disclosures made in note 2 to the financial statements concerning the possible outcome of on-going negotiations with the lenders to the Group. The outcome of such negotiations is uncertain, leading to the risk that one or more lenders could enforce their security against the Group. Whilst this would not affect the ability of the Group to continue as a going concern, it could have a significant potential impact on the classification and valuation of the relevant property assets included in the Group Statement of Financial Position at 31 December 2012 and hence on the reported loss of the Group for the year then ended. However, the ultimate outcome of this matter cannot be presently determined and therefore no adjustment has been made in the financial statements to reflect this matter.

 

 

 

KPMG Audit LLC

Chartered Accountants

Heritage Court

41 Athol Street

Douglas

Isle of Man IM99 1HN

27 June 2013

 

 

Statements of Comprehensive Incomefor the year ended 31 December 2012

Group

Company

Year ended

Year ended

Year ended

Year ended

31-Dec

31-Dec

31-Dec

31-Dec

2012

2011

2012

2011

Note

€'000

€'000

€'000

€'000

Gross rental income

4

97,838

95,138

-

-

Direct costs

6

(25,024)

(20,317)

(261)

(279)

Net rental income/(loss)

72,814

74,821

(261)

(279)

(Loss)/profit from disposal of investment properties

5

(1,156)

562

-

-

Deficit on revaluation of investment properties

12

(91,667)

(37,747)

-

-

Other income

845

5

-

30

Write down of amounts due from subsidiaries

 

-

-

(134,423)

(12,321)

Administrative expenses

6

(13,823)

(11,781)

(899)

(909)

Operating (loss)/profit

(32,987)

25,860

(135,583)

(13,479)

Finance revenue

8

342

423

332

423

Finance expense

8

(35,863)

(55,245)

-

-

Change in fair value of derivative financial instruments

 

8,752

14,280

-

-

Loss on derecognition of subsidiaries

7

(77,068)

-

-

-

Loss before tax

(136,824)

(14,682)

(135,251)

(13,056)

Income tax credit

9

1,590

1,676

-

-

Loss for the year

(135,234)

(13,006)

(135,251)

(13,056)

Loss attributable to:

Equity holders of the parent company

 

(135,234)

(13,006)

(135,251)

(13,056)

Non-controlling interests

-

-

-

-

Loss for the year

(135,234)

(13,006)

(135,251)

(13,056)

Other comprehensive income

.

Foreign exchange translation differences

(17)

(50)

-

-

Other comprehensive loss for the year

 

(17)

(50)

-

-

Total comprehensive loss for the year

 

(135,251)

(13,056)

(135,251)

(13,056)

Total comprehensive loss attributable to:

 

 

 

 

 

Equity holders of the parent company

 

(135,251)

(13,056)

(135,251)

(13,056)

Non-controlling interests

-

-

-

-

Total comprehensive loss for the year

 

(135,251)

(13,056)

(135,251)

(13,056)

Loss per share

10

Basic loss for the year attributable to ordinary equity holders of the parent company

(22.35)c

(2.14)c

Diluted loss for the year attributable to ordinary equity holders of the parent company

(22.35)c

(2.14)c

 

 

Dividends of €nil (2011: nil) were paid during the year (see note 26).

 

The notes below form an integral part of the financial statements

 

 

Statements of Financial Positionas at 31 December 2012  

 

 

 

 

Group

Company

2012

2011

2012

2011

Note

€'000

€'000

€'000

€'000

Non-current assets

Investment properties

12

693,713

1,324,691

-

-

Fixed assets

122

209

-

-

Investments in subsidiaries

-

-

250

250

Amounts due from subsidiaries

-

-

104,305

237,854

Total non-current assets

693,835

1,324,900

104,555

238,104

Investment property held for disposal

14

49,424

38,865

-

-

Current assets

Trade and other receivables

15

7,926

11,184

20

24

Prepayments

4,333

3,024

18

37

Cash and short-term deposits

16

57,992

65,943

31,720

33,323

Total current assets

70,251

80,151

31,758

33,384

Total assets

813,510

1,443,916

136,313

271,488

Current liabilities

Trade and other payables

17

14,941

20,154

659

596

Provision for RETT

18

1,000

1,000

-

-

Interest-bearing loans and borrowings

19

623,111

1,089,770

-

-

Finance lease obligations

20

2,798

3,166

-

-

Current tax liabilities

8,684

6,832

-

-

Derivative financial instruments

-

10,777

-

-

Total current liabilities

650,534

1,131,699

659

596

Non-current liabilities

Finance lease obligations

22,107

27,445

-

-

Deferred tax liabilities

9

5,215

13,880

-

-

Derivative financial instruments

-

-

-

-

Total non-current liabilities

27,322

41,325

-

-

Total liabilities

677,856

1,173,024

659

596

Net assets

135,654

270,892

135,654

270,892

Equity

Issued capital

6,050

6,050

6,050

6,050

Capital redemption reserve

1,109

1,109

1,109

1,109

Own shares held

-

(2)

-

(2)

Retained earnings and other distributable reserve

 

128,495

263,735

128,495

263,735

Total equity attributable to the equity holders of the parent company

 

 

 

 

 

135,654

270,892

135,654

270,892

Non-controlling interests

-

-

-

-

Total equity

135,654

270,892

135,654

270,892

 

The financial statements were approved by the Board of Directors on 27 June 2013 and were signed on its behalf by:

Eitan Milgram Graham Smith

Director Director

 

The notes below form an integral part of the financial statements

Statements of Changes in Equityfor the year ended 31 December 2012

 

 

Issued

Capital

Own

Retained

Total

capital

redemption

shares

earnings

equity

reserve

held

and other

distributable

reserve

€'000

€'000

€'000

€'000

€'000

Group

As at 31 December 2010

6,071

1,088

(8)

277,057

284,208

Total comprehensive income

Loss for the year

-

-

-

(13,006)

(13,006)

Other comprehensive income

-

-

-

(50)

(50)

Total comprehensive income

-

-

-

(13,056)

(13,056)

Contributions by and distributions to equity holders

 

 

 

 

 

Own shares acquired

(21)

21

-

(310)

(310)

Equity-settled share-based payment transactions, reserve movement

-

-

6

44

50

Total contributions by and distributions to equity holders

 

 

 

 

 

(21)

21

6

(266)

(260)

Balance as at 31 December 2011

6,050

1,109

(2)

263,735

270,892

Total comprehensive income

Loss for the year

-

-

-

(135,234)

(135,234)

Other comprehensive income

-

-

-

(17)

(17)

Total comprehensive income

-

-

-

(135,251)

(135,251)

Contributions by and distributions to equity holders

 

 

 

 

 

Equity-settled share-based payment transactions, reserve movement

-

-

2

11

13

Total contributions by and distributions to equity holders

 

 

 

 

 

-

-

2

11

13

Balance as at 31 December 2012

6,050

1,109

-

128,495

135,654

 

 

 

The notes below form an integral part of the financial statements

Statements of Changes in Equityfor the year ended 31 December 2012

 

 

Issued

Capital

Own

Retained

Total

capital

redemption

shares

earnings

equity

reserve

held

and other

distributable

reserve

€'000

€'000

€'000

€'000

€'000

Company

Balance as at 31 December 2010

6,071

1,088

(8)

277,057

284,208

Total comprehensive income

Loss for the year

-

-

-

(13,056)

(13,056)

Total comprehensive income

-

-

-

(13,056)

(13,056)

Contributions by and distributions to equity holders

 

 

 

 

 

Own shares acquired

(21)

21

-

(310)

(310)

Equity-settled share-based payment transactions, reserve movement

-

-

6

44

50

Total contributions by and distributions to equity holders

 

 

 

 

 

(21)

21

6

(266)

(260)

Balance as at 31 December 2011

6,050

1,109

(2)

263,735

270,892

Total comprehensive income

Loss for the year

-

-

-

(135,251)

(135,251)

Total comprehensive income

-

-

-

(135,251)

(135,251)

Contributions by and distributions to equity holders

 

 

 

 

 

Equity-settled share-based payment transactions, reserve movement

-

-

2

11

13

Total contributions by and distributions to equity holders

 

 

 

 

 

-

-

2

11

13

Balance as at 31 December 2012

6,050

1,109

-

128,495

135,654

 

 

The notes below form an integral part of the financial statements

 

Statements of Cash Flowsfor the year ended 31 December 2012

  

 

 

Group

Company

2012

2011

2012

2011

Note

€'000

€'000

€'000

€'000

Operating activities

Loss before tax

(136,824)

(14,682)

(135,251)

(13,056)

Loss/(profit) from disposal of investment properties

 

1,156

(562)

-

-

Deficit on revaluation of investment properties

 

91,667

37,747

-

-

Loss on derecognition of subsidiaries

 

77,068

-

-

-

Depreciation of fixed assets

87

143

-

-

Write down/(back) of amounts due from subsidiaries

 

-

-

134,423

12,321

Finance revenue

(342)

(423)

(332)

(423)

Finance expense

35,863

55,245

-

-

Change in fair value of derivative financial instruments

 

(8,752)

(14,280)

-

-

Equity-settled share-based payment transactions

 

-

50

-

50

Net cash flows from operations before changes in working capital

 

59,923

63,238

(1,160)

(1,108)

Changes in working capital

Decrease/(Increase) in trade and other receivables

 

270

(2,194)

23

(41)

(Decrease)/increase in trade and other payables

 

(1,556)

(5,070)

(798)

(534)

Income tax paid

(979)

(1,706)

-

-

Net cash flows from operating activities

 

 

57,658

54,268

(1,935)

(1,683)

Investing activities

Purchase of and additions to investment properties and fixed assets

 

(388)

(8,506)

-

-

Proceeds from disposal of investment properties

 

46,581

28,442

-

-

Finance revenue received

342

423

332

423

Effects on cash held in derecognised subsidiaries

 

(9,564)

-

-

Net cash flows from investing activities

 

36,971

20,359

332

423

Financing activities

Amounts lent to subsidiary companies

 

-

-

(14,261)

Purchase of own shares

2

(310)

(310)

Repayment of loans

(60,968)

(29,664)

-

Finance expense paid

(39,589)

(58,277)

-

Settlement of derivative financial instruments

 

(2,025)

174

-

Net cash flows from financing activities

 

(102,580)

(88,077)

(14,571)

Decrease in cash and short-term deposits

 

7,951

(13,450)

(1,603)

(15,831)

Cash and short-term deposits as at 1 January

 

65,943

79,393

33,323

49,154

Cash and short-term deposits at 31 December

 

57,992

65,943

31,720

33,323

 

The notes below form an integral part of the financial statements

Notes to the Consolidated Financial Statements

for the year ended 31 December 2012

 

1. General information

Treveria plc (the Company) is a company incorporated and domiciled in the Isle of Man whose shares are publicly traded on AIM.

The consolidated financial statements of Treveria plc comprise the Company and its subsidiaries (together referred to as the Group). The parent company financial statements present information about the Company as a separate entity and not about its Group. The financial statements for the Group and the parent company have been prepared for the year ended 31 December 2012.

The principal activities of the Group are described in note 4.

The Company acts as the investment holding company of the Group.

 

2. Significant accounting policies

(a) Basis of preparation

 

These financial statements have been prepared in accordance with the Isle of Man Companies Acts 1931 to 2004, International Financial Reporting Standards ("IFRS"), as adopted by the EU and IFRIC interpretations. The consolidated financial statements have been prepared on a going concern basis and on a historical cost basis as amended by the revaluation of investment property, land held for resale and financial assets and financial liabilities at fair value through profit or loss. Comparative information for the Group and Company financial statements is presented for the year ended 31 December 2011. The financial statements are presented in Euro and all values are rounded to the nearest thousand (€000) except when otherwise indicated.

 

The preparation of financial statements in conformity with IFRS, as adopted by the EU, requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3.

 

Specifically, the Directors have prepared the consolidated financial statements on a going concern basis. This is a key judgement of the Board, and is discussed further below:

 

Going concern

The Group continues to adopt a going concern basis for the preparation of these financial statements. The Directors believe the Group will be able to manage its business risks for the foreseeable future despite the continued challenging economic conditions. After making enquiries and examining major areas which could give rise to significant financial exposures, the Board has a reasonable expectation that the Company and the Group have adequate resources to continue their operations. The Group has primarily mortgage debt facilities secured at the local company level and without any performance or payment guarantees from the Group. In the event of a financing default, each lender has recourse only to the local company borrower and cannot seek recourse from the Company. In a distress situation, to limit the financial damage to the Group, underperforming assets could be released back to the appropriate lender, or sold for a nominal value. Whilst the outcome of on-going negotiations with the lenders to the Group negotiations is uncertain, leading to the risk that one or more lenders could enforce their security against the Group, this would not affect the ability of the Group to continue as a going concern.

 

With respect to the Company's cash position, the Board has a reasonable expectation that sufficient liquidity will be available to meet current expenses from a combination of existing cash reserves, net sales proceeds arising from the disposal program, and cash flow from normal operations.

 

Accordingly the Directors continue to adopt the going concern basis in preparing the consolidated financial statements for the year ended 31 December 2012.

 

 

(b) Basis of consolidation

The consolidated financial statements comprise the financial statements of Treveria plc and its subsidiaries as at 31 December 2012. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.

All intra-group balances, transactions, income and expenses and profits and losses resulting from intra-group transactions that are recognised in assets and liabilities are eliminated in full.

Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases.

Non-controlling interests represent the portion of profit or loss and net assets not held by the Group and are presented separately in the Statement of Comprehensive Income and within equity in the Consolidated Statement of Financial Position, separately from parent shareholders' equity.

 

(c) Changes in accounting policy and disclosure

The accounting policies adopted are consistent with those of the previous year.

 

(d) Acquisitions

Acquisitions of corporate interests in property are accounted for on consolidation as if the Group had acquired the underlying property asset directly. Accordingly no goodwill arises on such acquisitions as any difference between the fair values of the assets acquired and the acquisition consideration are allocated to the investment property asset, which is subject to subsequent revaluation under IAS 40, to its market value.

 

(e) Foreign currency translation

The consolidated financial statements are presented in Euro, which is the Company's functional and presentation currency and is the functional currency for the majority of subsidiaries within the Group.

Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the reporting date. All differences are taken to the Statement of Comprehensive Income.

The assets and liabilities of foreign operations are translated into Euro at the rate of exchange ruling at the reporting date and their Statements of Comprehensive Income are translated at the weighted average exchange rates for the year. The exchange differences arising on the translation are taken directly to a separate component of equity. On disposal of a foreign operation, the deferred cumulative amount recognised in equity relating to that particular foreign operation is recognised in the Statement of Comprehensive Income.

 

 (f) Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. In particular:

Rental income

Rental income from operating leases is recognised on a straight-line basis over the term of the lease.

Fixed or determinable rental increases are recognised on a straight-line basis over the term of the lease or over the period until the next market review date.

Contingent rents, such as turnover rent and market rent adjustments, are recognised as income in the financial period in which they are earned.

Lease incentives granted are recognised in the Statement of Comprehensive Income as an integral part of rental income.

Interest income

Interest income is recognised as interest accrues, using the effective interest method that is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument to the net carrying amount of the financial asset.

Service charges

In relation to amounts receivable in respect of service charges, such income is not treated as revenue, rather it is set off against the costs to which such income relates.

 

(g) Disposals

Investment property disposals are recognised in the financial statements on the date of completion. Profits or losses arising on disposal of investment properties are calculated by reference to the carrying value of the asset at the beginning of the year, adjusted for subsequent capital expenditure and the proceeds received from the disposal.

 

(h) Leases

Group as lessor

Leases where the Group does not transfer substantially all the risks and benefits of ownership of the asset are classified as operating leases.

Group as lessee

The Group's investment properties held under a lease are accounted for as finance leases and are recognised as an asset and an obligation to pay future minimum lease payments. The investment property asset is included in the Statement of Financial Position at fair value, gross of the recognised finance lease liability. Lease payments, where material, are allocated between the liability and finance charges so as to achieve a constant financing rate.

 

(i) Income tax

Current income tax

Current income tax assets and liabilities are measured at the reporting date at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date.

A 0% rate of corporate income tax applies to the Company and certain of its subsidiaries which are resident in the Isle of Man.

Certain subsidiaries may be subject to foreign taxes in respect of sources of income arising in those foreign countries.

Deferred income tax

Deferred income tax is recognised on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements, with the following exceptions:

·; where the temporary difference arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss;

·; in respect of taxable temporary differences associated with investments in subsidiaries, associates and joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future; and

·; deferred tax assets are disclosed net of deferred tax liabilities and are only recognised to the extent that:

·; it is probable that taxable profits will be available against which the deductible temporary differences, carried forward tax credits or tax losses can be utilised; and

·; there are deferred tax liabilities within a property-owning subsidiary in which the deferred tax asset may be offset against the deferred tax liability in the same company.

 

Deferred income tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply to the year when the related asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the date of the Statement of Financial Position.

 

(j) Investment properties

Investment properties are properties owned or leased under finance leases by the Group which are held either for long-term rental income or for capital appreciation or both.

Investment properties are initially recognised at cost, including transaction costs. The carrying amount includes the cost of replacing part of an existing investment property at the time that cost is incurred if the recognition criteria are met, and excludes the costs of day-to-day servicing of an investment property. Subsequent to initial recognition, investment properties are stated at fair value, which reflects market conditions at the reporting date. Surpluses or deficits arising from changes in the fair values of investment properties are included in the Statement of Comprehensive Income in the period in which they arise. Investment property held under a finance lease is stated gross of the recognised finance lease liability.

 

(k) Fixed assets

Fixed assets are stated at cost less depreciation and any additional provision for impairment which may be required.

Depreciation is provided on the fixed assets at rates calculated to write off the cost of each asset on a straight-line basis over its expected useful life.

 

(l) Investments in subsidiaries

Investments in subsidiaries are stated at cost less any provision for impairment in value.

Investments in subsidiaries are reviewed for impairment whenever there is any indication that these assets may be impaired. If any such indication exists, the recoverable amount (i.e. the higher of the fair value less cost to sell and value in use) of the asset is estimated to determine the amount of impairment loss.

If the recoverable amount is estimated to be less than its carrying amount, the carrying amount is reduced to its recoverable amount. The impairment loss is recognised in the Statement of Comprehensive Income.

 

(m) Investment property held for disposal

Investment property is transferred to non-current assets held for disposal when it is expected that the carrying amount will be recovered principally through sale rather than from continuing use. For this to be the case, the property must be available for immediate disposal in its present condition subject only to terms that are usual and customary for disposals of such property and its disposal must be highly probable.

For a sale to be highly probable:

·; the Board of Directors must be committed to a plan to sell the property and an active programme to locate a buyer and complete the plan must have been initiated;

·; the property must be actively marketed for sale at a price that is reasonable in relation to its current fair value; and

·; the disposal should be expected to qualify for recognition as a completed sale within one year from the date of classification.

 

On re-classification, investment property that is measured at fair value continues to be so measured. Therefore properties held for disposal are valued according to the relevant sale and purchase contracts.

(n) Trade receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method, less an allowance for impairment. An allowance for impairment is made when there is objective evidence that the Group will not be able to collect the debts. Bad debts are written off when identified.

 

(o) Amounts due from subsidiaries

Amounts due to the Company from subsidiaries are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less an allowance for impairment. An allowance for impairment is made when there is objective evidence that the Company will not be able to recover the amounts in full.

 

(p) Cash and short-term deposits

Cash and short-term deposits comprise cash at bank and on hand, demand deposits and other short-term highly liquid investments with original maturities of three months or less, that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value.

 

(q) Bank borrowings

Interest-bearing bank loans are initially recorded at fair value, net of direct issue costs.

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method.

 

(r) Trade payables

Trade payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method.

 

(s) Derivative financial instruments and hedging

The Group uses derivative financial instruments such as interest rate swaps and caps to hedge its risks associated with interest rate fluctuations. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative.

The Group does not apply hedge accounting to its interest rate swaps. Any change in the fair value of such derivatives is recognised immediately in the Statement of Comprehensive Income as a finance cost or finance revenue as appropriate.

 

(t) Equity-settled share-based payments

The Company established the Treveria Employee Benefit Trust (the "Trust") for the benefit of certain employees. Ordinary shares are issued and allotted to the Trust at par and shown in Equity in Own Shares Held. At the time any such shares are transferred to the employees:

·; the fair value of these awards, being the market price of the shares on the day of commitment, is credited to retained earnings;

·; Own shares held is reduced by the par value of these shares; and

·; the fair value of these awards is expensed in administrative expenses in the Consolidated Statement of Comprehensive Income.

 

(u) Standards issued but not yet effective

 

IASB (International Accounting Standards Board) and IFRIC (International Financial Reporting Interpretations Committee) have issued the following standards and interpretations with an effective date after the date of these financial statements:

 

New/Revised International Financial Reporting Standards (IAS/IFRS)

EU Effective Date (accounting periods commencing on or after)

Deferred Tax: Recovery of Underlying Assets - Amendment to IAS 12

Endorsed (11 December 2012)

Presentation of Items of Other Comprehensive Income - Amendments to IAS 1

Endorsed (5 June 2012).

Transition guidance: Amendments to IFRS 10, IFRS 11 and IFRS 12

Not yet endorsed for use in the EU: expected effective date 1 January 2014.

IASB effective date 1 January 2013

Annual Improvements to IFRSs - 2009-2011 Cycle

Not yet endorsed.IASB effective date 1 January 2013

Government loans - Amendments to IFRS 1

Not yet endorsed.IASB effective date 1 January 2013

IFRS 10 Consolidated Financial Statements

EU effective date 1 January 2014.

IFRS 11 Joint Arrangements

 

EU effective date 1 January 2014.

To be adopted as part of suite of standards (IFRSs 10 to 12)

IFRS 12 Disclosure of Interests in Other Entities

EU effective date 1 January 2014.

To be adopted as part of suite of standards (IFRSs 10 to 12)

IFRS 13 Fair Value Measurement

Endorsed (11 December 2012)

IAS 27 Separate Financial Statements (2011)

Endorsed (11 December 2012).

EU effective date 1 January 2014.

IAS 28 Investments in Associates and Joint Ventures (2011)

Endorsed (11 December 2012).

EU effective date 1 January 2014.

Defined Benefit Plans - Amendments to IAS 19

Endorsed (5 June 2012).

IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine

Endorsed (11 December 2012)

Disclosures - Offsetting Financial Assets and Financial Liabilities - Amendments to IFRS 7

Endorsed (13 December 2012)

Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS 27).

Not yet endorsed.IASB effective date 1 January 2014

Offsetting Financial Assets and Financial Liabilities - Amendments to IAS 32

Endorsed (13 December 2012)

Early adoption permitted to allow application of amendments at same time as first applying IFRS 10.

IFRS 9 Financial Instruments

Not yet endorsed.IASB effective date 1 January 2015

 

 

The Directors do not expect the adoption of the standards and interpretations to have a material impact on the Group's financial statements in the period of initial application.

 

 

3. Significant accounting judgements, estimates and assumptions

 

Judgements

In the process of applying the Group's accounting policies, which are described in note 2, the Directors have made the following judgements that have the most significant effect on the amounts recognised in the financial statements:

Operating lease commitments - Group as lessor

The Group has entered into commercial property leases on its investment property portfolio. The Group has determined that it retains all the significant risks and rewards of ownership of these properties and so accounts for them as operating leases.

Provisions

A provision is only recognised when:

·; an entity has a present obligation (legal or constructive) as a result of a past event;

·; it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and

·; a reliable estimate can be made of the amount of the obligation.

 

Contingent liability

A contingent liability is recorded by way of note to the consolidated financial statements when there is:

·; a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group; or

·; a present obligation that arises from past events but is not recognised because:

 

·; it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or

·; the amount of the obligation cannot be measured with sufficient reliability.

 

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below:

Valuation of investment properties

The fair value of the Group's investment properties of €693,713,000 (2011: €1,324,691,000) as at 31 December 2012 was determined by the Directors. Each of the valuations is based upon assumptions including future rental income, anticipated refurbishment costs and the appropriate capitalisation rate. Reference is also made to market evidence of transaction prices for similar properties.

 

4. Segmental reporting

The Group's portfolio consists predominantly of retail investment properties in Germany. Discrete financial information is provided to the Board of Directors, which is the Chief Operating Decision Maker, on a silo-by-silo basis.

Silo D

Silo E

Silo F/K

Silo G

Silo J

Other

Total

2012

€'000

€'000

€'000

€'000

€'000

€'000

€'000

Statement of comprehensive income

Gross rental income

18,086

24,548

47,883

5,892

1,481

(52)

97,838

Direct costs

(2,915)

(4,792)

(7,522)

(7,911)

(1,963)

79

(25,024)

Net rental income

15,171

19,756

40,361

(2,019)

(482)

27

72,814

(Loss)/profit from disposal of investment properties

(17)

(51)

92

(1,062)

(17)

(101)

(1,156)

(Deficit)/surplus on revaluation of investment properties

(39,295)

485

(47,694)

(4,136)

(1,027)

-

(91,667)

Other income

80

198

31

65

22

449

845

Administrative expenses

(719)

(874)

(1,856)

(2,124)

(251)

(7,999)

(13,823)

Intercompany advisory fees

(962)

(1,880)

(1,964)

(260)

(17)

5,083

-

Operating (loss)/profit

(25,742)

17,634

(11,030)

(9,536)

(1,772)

(2,541)

(32,987)

Net external finance (expense)/income

(4,119)

(8,091)

(21,839)

(1,895)

-

423

(35,521)

Intercompany finance (expense)/income

(4,883)

(6,682)

(12,704)

(2,064)

(387)

26,720

-

Loss on derecognition of subsidiaries

-

-

-

-

-

(77,068)

(77,068)

Change in fair value of derivatives

-

-

9,494

1,283

-

(2,025)

8,752

(Loss)/profit after net finance expenses

(34,744)

2,861

(36,079)

(12,212)

(2,159)

(54,491)

(136,824)

Effect of intercompany eliminations

83,694

-

231,101

36,282

7,039

(358,116)

-

(Loss)/profit after intercompany eliminations and before tax

(34,744)

2,861

(36,079)

(12,212)

(2,159)

(54,491)

(136,824)

Current taxes

(312)

(190)

(363)

(1,470)

(14)

(482)

(2,831)

Deferred taxes

1,378

(89)

564

2,431

137

-

4,421

(Loss)/profit for the year

(33,678)

2,582

(35,878)

(11,251)

(2,036)

(54,973)

(135,234)

Funds from operations*

10,101

10,799

16,334

(7,443)

(725)

(7,582)

21,484

Statement of Financial Position

Investment properties at valuation

196,737

-

456,697

28,619

11,661

-

693,714

Other assets

30,834

-

27,781

23,291

1,924

35,966

119,796

Total assets

227,571

-

484,478

51,910

13,585

35,966

813,510

Interest-bearing loans and borrowings

(204,258)

-

(409,048)

(9,804)

-

-

(623,110)

Other liabilities (excluding intercompany loans)

(88,533)

-

(247,035)

(52,149)

(17,582)

350,553

(54,746)

Total liabilities

(292,791)

-

(656,083)

(61,953)

(17,582)

350,553

(677,856)

Net equity/(deficit) as shown by silo and Group

(65,220)

-

(171,605)

(10,043)

(3,997)

386,519

135,654

Effect of intercompany eliminations

83,694

-

231,101

36,282

7,039

(358,116)

-

Net equity attributable to the ordinary equity holders of the parent company as shown by silo and Group

18,474

-

59,496

26,239

3,042

28,403

135,654

* Funds from operations is calculated by taking the (loss)/profit for the year and adjusting it for profit/(loss) from disposal of investment properties net of related tax, revaluation (deficit)/surplus, change in fair value of derivative financial instruments and deferred tax.

 

 

 

Silo D

Silo E

Silo F/K

Silo G

Silo J

Other

Total

2011

€'000

€'000

€'000

€'000

€'000

€'000

€'000

Statement of Comprehensive Income

 

Gross rental income

18,606

30,083

39,054

5,846

1,549

-

95,138

Direct costs

(3,162)

(4,745)

(7,326)

(3,078)

(2,006)

-

(20,317)

Net rental income

15,444

25,338

31,728

2,768

(457)

-

74,821

Profit/(loss) from disposal of investment properties

-

282

(5)

105

180

-

562

(Deficit)/surplus on revaluation of investment properties

(8,350)

(19,350)

(17,741)

7,504

190

-

(37,747)

Other income

-

-

-

-

-

5

5

Administrative expenses

(241)

(893)

(677)

(356)

(206)

(9,408)

(11,781)

Intercompany advisory fees

(1,057)

(2,037)

(2,161)

(294)

(36)

5,585

-

Operating (loss)/profit

5,796

3,340

11,144

9,727

(329)

(3,818)

25,860

Net external finance (expense)/income

(9,338)

(16,049)

(27,089)

(2,769)

-

423

(54,822)

Intercompany finance (expense)/income

(4,544)

(6,374)

(12,175)

(1,764)

(598)

25,455

-

Change in fair value of derivatives

-

-

12,986

1,294

-

-

14,280

(Loss)/profit after net finance expenses

(8,086)

(19,083)

(15,134)

6,488

(927)

22,060

(14,682)

Effect of intercompany eliminations

5,601

8,411

14,336

2,058

634

(31,040)

-

(Loss)/profit after intercompany eliminations and before tax

(2,485)

(10,672)

(798)

8,546

(293)

(8,980)

(14,682)

Funds from operations*

4,519

7,480

1,663

(1,391)

(1,487)

(5,099)

5,685

Statement of Financial Position

 

Investment properties at valuation

254,873

479,590

515,977

78,630

4,430

504

1,334,004

Other assets

10,097

16,615

15,266

16,642

11,987

39,305

109,912

Total assets

264,970

496,205

531,243

95,272

16,417

39,809

1,443,916

Interest-bearing loans and borrowings

(210,442)

(416,726)

(422,521)

(40,081)

-

-

(1,089,770)

Other liabilities

(84,530)

(124,327)

(240,940)

(52,251)

(18,705)

437,499

(83,254)

Total liabilities

(294,972)

(541,053)

(663,461)

(92,332)

(18,705)

437,499

(1,173,024)

Net equity/(deficit) as shown by silo and Group

(30,002)

(44,848)

(132,218)

2,940

(2,288)

477,308

270,892

Effect of intercompany eliminations

77,933

112,175

216,699

31,616

6,275

(444,698)

-

Net equity attributable to the ordinary equity holders of the parent company as shown by silo and Group

47,931

67,327

84,481

34,556

3,987

32,610

270,892

 

* Funds from operations is calculated by taking the (loss)/profit for the year and adjusting it for profit/(loss) from disposal of investment properties net of related tax, revaluation (deficit)/surplus, change in fair value of derivative financial instruments and deferred tax

 

5. (Loss)/profit from disposal of investment properties

 

Group

Year ended

Year ended

31-Dec

31-Dec

2012

2011

€'000

€'000

Gross disposal proceeds

46,581

23,825

Book value of properties disposed

(46,795)

(23,250)

Other disposal costs

(942)

(13)

(1,156)

562

 

 

6. Operating profit

The following items have been charged or (credited) in arriving at operating profit:

Direct costs

Group

Company

Year ended

Year ended

Year ended

Year ended

31-Dec

31-Dec

31-Dec

31-Dec

2012

2011

2012

2011

€'000

€'000

€'000

€'000

Service charge expense

19,896

17,688

-

-

Service charge income

(11,170)

(11,700)

-

-

Irrecoverable service charges

8,726

5,988

-

-

Property management fee

2,688

4,034

-

-

Asset Management fee

-

-

261

279

Ground rent / lease charges

3,148

3,416

-

-

Other property costs

10,462

6,879

-

-

25,024

20,317

261

279

Administrative expenses

Group

Company

Year ended

Year ended

Year ended

Year ended

31-Dec

31-Dec

31-Dec

31-Dec

2012

2011

2012

2011

€'000

€'000

€'000

€'000

Audit fees

267

416

246

416

Directors' fees

118

313

118

313

Directors' expenses

35

7

35

7

Net foreign exchange loss

270

14

7

9

Bank fees

418

209

2

4

Staff costs (see below)

4,071

5,153

-

-

Legal and professional fees and other administrative costs

8,644

5,669

491

160

13,823

11,781

899

909

 

Included in administrative expenses is €294,000 (2011: €975,000) of fees receivable by the auditors and their associates in respect of other non-audit services.

Details of Directors' emoluments are set out in note 28 related parties.

 

Staff costs and numbers

Group

Year ended

Year ended

31-Dec

31-Dec

2012

2011

€'000

€'000

Wages and salaries

3,506

4,585

Social security costs

565

485

Other employment costs

-

83

4,071

5,153

 

The average number of persons employed by the Group during the year was 49 (2011: 57).

 

7. Loss on derecognition of subsidiaries

Silo E

€'000

Proceeds

-

Less net assets as at October 2012

(77,068)

Loss on derecognition of subsidiaries

(77,068)

 

In October 2012, the Company received notice from Hatfield Philips International Limited ("HPI"), that the Silo E lender, facility agent and security agent ("the Finance Parties") have decided not to extend the standstill period which expired on 14 October 2012. Given the above, HPI, on behalf of the Finance Parties, have demanded immediate payment and discharge of all secured obligations in full by the Silo E propcos and Treveria E S.a.r.l.

 

In January 2013, the Company then received confirmation from the Frankfurt am Main court that the insolvency proceedings of the Silo E propco companies had been opened. At this stage, all the insolvency proceedings and the appointment of the preliminary insolvency administrator remain contingent to the appeal filed by the Company. The Company still considers that debtor-in-possession proceedings is the best alternative to preserve the value of the Silo E property portfolio for creditors and stakeholders as a whole.

 

The contribution of Silo E to the consolidated comprehensive loss in the period up to the date of derecognition is €2.6 million comprehensive profit.

 

8. Finance revenue and expense

Group

Company

Year ended

Year ended

Year ended

Year ended

31-Dec

31-Dec

31-Dec

31-Dec

2012

2011

2012

2011

€'000

€'000

€'000

€'000

Bank interest income

342

423

332

423

Finance revenue

342

423

332

423

Bank loan interest

(32,372)

(50,708)

-

-

Amortisation of capitalised finance charges

(3,501)

(4,237)

-

-

Accelerated amortisation due to loan prepayments on the disposal of investment properties

 

 

 

 

-

(250)

-

-

Interest on back taxes

10

(50)

-

-

Finance expense

(35,863)

(55,245)

-

-

Change in fair value of derivative instruments (note 22)

8,752

14,280

-

-

Net finance revenue/(expense)

26,769

40,542

-

-

 

Interest is charged by the Company on loans to subsidiaries principally based on a rate that relates to the underlying performance of these subsidiaries and amounts to €43,633,000 (2011: €40,120,000). However, this interest has not been recognised in the Statement of Comprehensive Income as it is not considered to be collectable at the present time (see note 28).

 

9. Income tax

 

Group

Year ended

Year ended

31-Dec

31-Dec

2012

2011

€'000

€'000

Current income tax

Current income tax charge

2,831

2,448

Tax charge relating to disposal of investment properties

-

89

2,831

2,537

Deferred tax

Relating to origination and reversal of temporary differences

(4,421)

(4,213)

Income tax charge reported in the Statement of Comprehensive Income

(1,590)

(1,676)

Deferred tax liability

Group

Year ended

Year ended

31-Dec

31-Dec

2012

2011

€'000

€'000

As at 1 January

13,880

18,084

Released in respect of property disposals

(1,576)

(1,758)

Effect of derecognition of subsidiaries

(4,249)

-

Revaluation of investment properties to fair value

(2,840)

(2,446)

Balance as at 31 December

5,215

13,880

 

As the Company does not receive income from land/property situated on the Isle of Man and is not in receipt of income from an Isle of Man banking business, it is subject to tax at the standard Isle of Man rate of 0%. The current income tax charge of €2,831,000 (2011: €2,537,000) represents tax charges on profits arising in Germany, that is subject to corporate income tax of 15.825% (2011: 15.825%).

The Group has tax losses of €141 million (2011: €130 million) that are available indefinitely for offset against future taxable profits of the companies in which the losses arose. Deferred tax assets have been recognised in respect of €7 million of these losses as they occur within certain subsidiaries where they may be used to offset the potential tax payable in the event the investment properties were to be disposed of at the values they are carried in the Consolidated Statement of Financial Position. The remainder of the deferred tax assets have not been recognised in respect of these losses as they may not be used to offset taxable profits elsewhere in the Group and they have arisen in subsidiaries that have been loss-making for some time.

 

10. Loss per share

The calculation of the basic, diluted and adjusted loss per share is based on the following data:

 Group

 Year ended

 Year ended

31-Dec

31-Dec

2012

2011

 €'000

 €'000

Earnings

Loss for the purpose of basic and diluted earnings per share

Loss for the year attributable to the equity holders of the parent company

(135,234)

(13,006)

Profit from disposal of investment properties, revaluation surplus/deficit, RETT, change in fair value of derivative financial instruments and loss on derecognition of subsidiaries, net of related tax

155,864

18,780

Adjusted earnings

20,630

5,774

Number of shares

Weighted average number of ordinary shares for the purpose of diluted earnings per share

605,008,809

605,310,384

Basic loss per share

 (22.35)c

 (2.14)c

Diluted loss per share

 (22.35)c

 (2.14)c

Adjusted earnings per share

 3.41c

 0.95c

 

The Directors have chosen to disclose adjusted earnings per share in order to provide a better indication of the Group's underlying business performance; accordingly it excludes the effect of profit from disposal of investment properties, revaluation surplus/deficit, RETT, change in fair value of derivative financial instruments and loss on derecognition of subsidiaries, net of related tax.

11. Net assets per share

 Group

 Year ended

 Year ended

31-Dec

31-Dec

2012

2011

 €'000

 €'000

Net assets

Net assets for the purpose of assets per share (assets attributable to the equity holders of the parent company)

135,654

270,892

Deferred tax arising on revaluation surpluses

5,215

13,880

Derivative financial instruments

-

10,777

Adjusted net assets attributable to equity holders of the parent company

140,869

295,549

Number of shares

Number of ordinary shares for the purpose of net assets per share

605,008,809

605,008,809

Net assets per share

 22.42c

 44.77c

Adjusted net assets per share

 23.28c

 48.85c

 

The effect of share options has no material impact on the net assets per share of the Group.

The Directors have chosen to disclose adjusted net assets per share in order to provide a better indication of the Group's underlying net asset value; accordingly it excludes the fair value of derivative financial instruments and deferred taxation on revaluation surpluses, as the Directors do not consider that these items will crystallise as actual liabilities of the Group in the foreseeable future.

12. Investment properties

A reconciliation of the valuation carried out to the carrying values shown in the Statement of Financial Position is as follows:

 Group

 Year ended

 Year ended

31-Dec

31-Dec

2012

2011

 €'000

 €'000

Investment properties at market value

718,775

1,334,004

Adjustment in respect of minimum payments under head leases separately included as a liability at present value in the Statement of Financial Position (see note 20)

24,905

30,611

Adjustment in respect of rent free periods

(543)

(1,059)

743,137

1,363,556

Less reclassified property held for disposal (see note 14)

(49,424)

(38,865)

693,713

1,324,691

 

All properties were valued as at 31 December 2012 and 31 December 2011 by the Board of Directors. The valuations were carried out using methods and principles similar to those applied in the most recent valuations carried out by independent professional valuers, and were primarily derived using comparable recent market data on arm's length terms. The aggregate portfolio value equates to a multiplier of 12.21 (2011:13.39).

As a result of the level of judgement used in arriving at the market valuations, the amounts which may ultimately be realised in respect of any given property may differ from the valuations shown in the Statement of Financial Position.

The movement on the valuation of the investment properties at market value is as follows:

 Group

 Year ended

 Year ended

31-Dec

31-Dec

2012

2011

 €'000

 €'000

Total investment properties at market value per as at 1 January

1,334,004

1,386,382

Additions and subsequent expenditure

388

8,619

Disposals

(46,048)

(23,250)

Silo E derecognition

(477,902)

-

Deficit on revaluation of investment properties

(91,667)

(37,747)

Total investment properties at market value as at 31 December

718,775

1,334,004

 

13. Investments in subsidiaries

The Company's investments in subsidiaries are as follows:

2012

2011

€000

€000

Balance as at 1 January and 31 December

250

250

 

The investments in the subsidiaries in the Company financial statements relate to Treveria Holdings Limited and Treveria Asset Management Limited.

14. Investment property held for disposal

As of 31 December 2012, the Group held twelve investment properties that were notarised for sale to third parties. The assessed fair value of these properties as at 31 December 2012 was €49,424,000.

As set out in Note 32, Events after the reporting date, six of the twelve properties were disposed of by 29 May 2013, realising sales proceeds of €17,150,000. A further five investment properties have been notarised for sale, which should generate proceeds of €6,560,000, with about one-third of that already realised. In total, €19,310,000 of sales proceeds have been realised during 2013.

15. Trade and other receivables

 

Group

Company

Year ended

Year ended

Year ended

Year ended

31-Dec

31-Dec

31-Dec

31-Dec

2012

2011

2012

2011

€'000

€'000

€'000

€'000

Trade receivables

5,720

6,144

-

24

Other receivables

2,206

5,040

20

-

7,926

11,184

20

24

 

As at 31 December 2012, trade receivables at nominal value of €4,174,000 (2011: €9,148,000) were impaired and fully provided for.

As at 31 December, the ageing analysis of trade receivables is as follows:

Total

30-60 days

60-90 days

>90 days

€'000

€'000

€'000

€'000

€'000

2012

Gross trade receivables

9,894

1,088

1,385

1,282

6,139

Provision for impairment

(4,174)

-

-

-

(4,174)

Net of provision

5,720

1,088

1,385

1,282

1,965

2011

Gross trade receivables

15,292

2,605

253

46

12,388

Provision for impairment

(9,148)

-

-

-

(9,148)

Net of provision

6,144

2,605

253

46

3,240

 

The Group's policy is to trade only with recognised, creditworthy third parties. It is the policy of the Group that all potential tenants, who wish to trade on credit terms, are subject to credit verification procedures. Outstanding tenants' receivables are monitored on an ongoing basis.

16. Cash and short-term deposits

 

Group

Company

Year ended

Year ended

Year ended

Year ended

31-Dec

31-Dec

31-Dec

31-Dec

2012

2011

2012

2011

€'000

€'000

€'000

€'000

Cash at banks and in hand

57,992

65,943

31,720

33,323

57,992

65,943

31,720

33,323

 

 

Cash at banks earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between one day and two months, depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates. The fair value of cash and short-term deposits is €57,992,000 (2011: €65,943,000).

Within the cash at banks and in hand balance at 31 December 2012, €25,564,000 (2011: €13,468,000) is cash that has become cash trapped within property companies. This is where certain quarterly financial covenant tests, set out in the Group's bank loan agreements, have not been met. This does not represent an event of default under these agreements. This cash remains under the control of the banks to be used for the payment of interest and amounts due under these loan agreements, and cannot be used for the Group's purposes until the financial covenant tests are satisfied.

17. Trade and other payables

Group

Company

Year ended

Year ended

Year ended

Year ended

31-Dec

31-Dec

31-Dec

31-Dec

2012

2011

2012

2011

€'000

€'000

€'000

€'000

Trade payables

6,152

6,198

215

31

Accrued operating expenses

6,748

4,295

444

565

Accrued interest

1,804

8,116

-

-

Other payables

237

1,545

-

-

14,941

20,154

659

596

 

Terms and conditions of the above financial liabilities:

·; trade payables are non-interest bearing and it is the Group's policy to pay within the stated terms which vary from 14-60 days; and

·; other payables are non-interest bearing and as above are paid within stated terms.

 

18. Provisions

 

Group

Company

Year ended

Year ended

Year ended

Year ended

31-Dec

31-Dec

31-Dec

31-Dec

2012

2011

2012

2011

€'000

€'000

€'000

€'000

Real Estate Transfer Tax (RETT)

1,000

1,000

-

-

 

As at 31 December 2009, a provision for German RETT of €40,200,000 was made as a prior year adjustment. This was in respect of the acquisition of shares in Treveria Properties S.à r.l. by Treveria Holdings S.à r.l. The Group's legal advisers have confirmed that, in the event the RETT was deemed payable, the likelihood of the authorities having any actual recourse to the assets of Treveria plc was remote. The Group continues to challenge the assessment of the RETT on various legal grounds and has initiated relief procedures with the relevant German tax authorities, and has applied to the German fiscal court for a ruling on the matter. The outcome of such legal action and relief procedures is typically hard to predict.

In the year ended 31 December 2010, the Group reassessed the probability that Treveria Holdings Limited might be subject to the RETT liability. Based on legal advice received it was no longer more likely than not that Treveria Holdings Limited will be required to settle the RETT obligation. A balance of €1,000,000 was retained within this provision to settle amounts which may become payable in relation to the RETT relief procedures.

The Group has reassessed the situation as at 31 December 2012 and has determined that the existing provision of €1,000,000 should remain due to RETT relief procedures which are not yet finalized.

The Group has determined that a reasonable estimate of the maximum possible liability for RETT (including late payment fees and interest) to be €45,392,000. However, it is not probable that an outflow of resources embodying economic benefits will be required to settle this liability but, due to the uncertainties relating to the outcome of the challenge to the assessments, the relief procedures and possible future legislation, this amount is shown as a contingent liability (31 December 2011: €39,900,000) - see note 30.

 

19. Interest-bearing loans and borrowings

Group

Year ended

Year ended

Effective

31-Dec

31-Dec

interest rate

2012

2011

%

Maturity

€'000

€'000

Current

Deutsche Bank and Citigroup loan

 

 

 

- second facility

Floating

11/10/2013

204,258

211,221

ABN Amro loan

Floating

15/10/2012

-

418,142

Eurohypo loan

Floating

31/07/2013

369,077

391,507

Eurohypo loan

Floating

31/07/2013

39,971

32,317

JPMorgan loan

Floating

12/07/2013

9,805

40,467

Capitalised finance charges on all loans

-

(3,884)

623,111

1,089,770

 

The Group has pledged investment properties to secure related interest-bearing debt facilities granted to the Group for the purchase of such investment properties.

Deutsche Bank AG and Citigroup Global Markets Limited (Silo D)

During the year amounts of €6,963,000 (2011: €7,113,000) were repaid arising from amortisations due under the loan agreement, resulting in a balance at the end of the year of €204,258,000 (2011: €211,221,000). With effect from 21 July 2011, interest on this loan is now floating at a rate based on Euribor and is payable quarterly in arrears. The facility has been in cash trap (note 16) since July 2009. The loan is secured over the assets and the undertakings of companies within the relevant sub-group. In February 2013, Treveria reached a consensual agreement with the servicer, Situs Asset Management Limited, regarding the implementation of a business plan which will involve the orderly disposal of the Silo D property portfolio over time. Under this agreement the servicer has also granted an extension to the standstill agreement until 11 June 2013, with the intention to provide four-months rolling extensions moving forward. The standstill agreement has now been extended until 11 October 2013.

 

Eurohypo AG (Silo F/K)

During the year amounts of €14,776,000 (2011: €9,480,000) were repaid arising from amortisations and other prepayments due under the loan agreement, resulting in a balance at the end of the year of €409,048,000 (2011: €423,824,000). The interest on this loan is now floating at a rate based on Euribor and is payable quarterly in arrears. The facility has been in cash trap (note 16) since October 2008. The loan is secured over the assets and the undertakings of companies within the relevant sub-group. Negotiations with Hypothekenbank Frankfurt (formerly Eurohypo) regarding a restructuring of the Silo F and K debt facility have progressed well during the course of 2013. In April 2013, Treveria and Hypothekenbank Frankfurt (formerly Eurohypo) have agreed on a further three month extension of the in-place standstill (until 31 July 2013), with the intention to finalising the implementation of a consensual restructuring agreement.

 

JPMorgan plc (Silo G)

During the year amounts of €30,663,000 (2011: €3,184,000) were repaid arising from proceeds of disposal of investment property, resulting in a balance at the end of the year of €9,804,000 (2011: €43,651,000). The interest rate on this loan is now floating at rate based on EURIBOR and is payable quarterly in arrears. The loan is amortising on the basis of surplus cash from sales and net operating income. The loan is secured over the assets and the undertakings of companies within the relevant sub-group. After having agreed on a reinstated facility agreement in December 2012, which extended the maturity of the original loan to 31 May 2013, Treveria agreed on a further six week extension of the loan agreement (until 12 July 2013), to allow for repayment of the loan facility in line with scheduled sales completions. Following progress made in the sales program, the outstanding loan amount has been reduced from circa €9.8 millions in December 2012 to less than €3.0 million on 31 May 2013.

 

20. Finance lease obligations

The Group leases certain of its investment properties under finance leases (see note 12).

Group

Year ended

Year ended

31-Dec

31-Dec

2012

2011

€'000

€'000

Within one year

2,798

3,166

In the second to fifth years inclusive

9,459

10,968

After more than five years

12,648

16,477

Total present value of minimum lease payments

24,905

30,611

Current liabilities

2,798

3,166

Non-current liabilities

22,107

27,445

Present value of minimum lease payments

24,905

30,611

 

21. Financial risk management objectives and policies

The Group's principal financial liabilities comprise bank loans, finance leases and trade payables. The main purpose of these financial instruments is to raise finance for the Group's operations. The Group has various financial assets such as trade receivables and cash and short-term deposits, which arise directly from its operations.

The Group also takes also a pro-active approach to entering into derivative transactions, primarily interest rate swaps. The purpose is to manage the interest rate risks arising from the Group's operations and its sources of finance.

The main risks arising from the Group's financial instruments are credit risk, liquidity risk and interest rate risk. The risk management policies employed by the Group to manage these risks are discussed below:

Credit risk

Credit risk arises when a failure by counter parties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the reporting date. In the event of a default by an occupational tenant, the Group will suffer a rental shortfall and may incur additional costs, including legal expenses in maintaining, insuring and re-letting the property until it is re-let. The asset manager monitors the tenants in order to anticipate, and minimise the impact of, defaults by occupational tenants, as well as ensuring that the Group has a diversified tenant base.

The maximum credit risk exposure relating to financial assets is represented by the carrying values as at the reporting date. There are no significant concentrations of credit risk within the Group.

The realisability of the amounts due from subsidiaries in the Company is based on the performance of the underlying subsidiaries.

Liquidity risk

Liquidity risk is the risk an entity will encounter in meeting its obligations associated with financial liabilities. This may arise when the realisation of assets and the maturity of liabilities do not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The Group has procedures with the object of minimising such losses such as maintaining sufficient cash and other highly liquid current assets and by having available an adequate amount of committed credit facilities. Cash and cash equivalents are placed with financial institutions on a short-term basis reflecting the Group's desire to maintain a high level of liquidity in order to enable timely completion of investment transactions.

Cash can become trapped within property companies if certain financial tests set out in the Group's bank loan agreements are not met. Cash traps do not represent events of default under the finance documents but there is a risk that cash is retained within the property companies for the payment of interest and other amounts due under the finance documents and cannot be used for other Group purposes.

The table below summarises the maturity profile of the Group's financial liabilities at 31 December 2012 and 2011 based on contractual undiscounted payments.

 

Payments

Bank

due under

Trade and

loans

Derivatives

finance leases

other payables

Total

2012

 €'000

 €'000

 €'000

 €'000

 €'000

Undiscounted amounts payable in:

- under one year

623,111

-

2,798

14,941

640,850

- one to two years

-

-

9,459

-

9,459

- more than five years

-

-

12,648

-

12,648

623,111

-

24,905

14,941

662,957

Minimum lease

payments

Bank

due under

Trade and

loans

Derivatives

finance leases

other payables

Total

2011

-

-

-

-

-

Undiscounted amounts payable in:

- under one year

1,117,397

11,253

3,356

20,154

1,152,160

- one to two years

-

-

12,640

-

12,640

- more than five years

-

-

30,899

-

30,899

1,117,397

11,253

46,895

20,154

1,195,699

 

Currency risk

There is no significant foreign currency risk as the majority of the assets and liabilities of the Group are maintained in Euro.

Interest rate risk

The Group's exposure to interest rate risk relates primarily to the Group's long-term floating rate debt obligations. The Group's policy is to mitigate interest rate risk either by taking out fixed rate loans or through the use of interest rate swaps, and to manage its remaining interest cost using interest rate caps designed to limit the interest payable on the loan.

The following table sets out the carrying amount, by maturity, of the Group's financial instruments that are exposed to interest rate risk:

Within 1

1-2

2-3

year

years

years

Total

2012

€'000

€'000

€'000

€'000

Floating rate

Deutsche Bank and Citigroup loan

- second facility

(204,258)

-

-

(204,258)

Cash and short-term deposits

57,992

-

-

57,992

Eurohypo loan -floating

(369,077)

-

-

(369,077)

Eurohypo loan -floating

(39,971)

-

-

(39,971)

JPMorgan loan -floating

(9,805)

-

-

(9,805)

Net exposure

(565,119)

-

-

(565,119)

 

2011

Floating rate

Deutsche Bank and Citigroup loan

- second facility

(211,221)

-

-

(211,221)

ABN Amro loan

(418,142)

-

-

(418,142)

Cash and short-term deposits

65,943

-

-

65,943

Derivative financial instruments

(10,777)

-

-

(10,777)

Eurohypo loan - swapped

(391,507)

-

-

(391,507)

Eurohypo loan - capped

(32,317)

-

-

(32,317)

JPMorgan loan - swapped

(40,467)

-

-

(40,467)

Net Exposure

(1,038,488)

-

-

(1,038,488)

 

The other financial instruments of the Group that are not included in the above tables are non-interest bearing and are therefore not subject to interest rate risk.

Interest rate risk table

The following table demonstrates the sensitivity to a reasonably possible change in interest rates, with all other variables held constant, on the Group's loss before tax (through the impact on floating rate borrowings and derivative instruments).

The sensitivity analysis excludes all non-derivative fixed rate financial instruments carried at amortised cost but includes all non-derivative floating rate financial instruments and derivative financial instruments.

Effect on

Increase/

profit before tax

decrease in

and net assets

basis points

€000

2012

Euribor

+100

(5,651)

Euribor

-100

5,651

2011

Euribor

+100

(2,228)

Euribor

-100

2,245

 

Capital management

The Group monitors its capital structure through a combination of a rigorous investment appraisal and disposal process, management of finance costs, monitoring risks, controlling solvency and reviewing key financial ratios. The key financial measures include cash flow projections, the monitoring of interest cover and loan-to-value covenants and ensuring contracted commitments are adequately funded. The current capital structure of the Group consists of a mix of equity and debt. Equity comprises issued capital, reserves and retained earnings as disclosed in the Statement of changes in equity and notes 23 and 24. Debt primarily consists of current debt as disclosed in note 19. As at 31 December 2012, the weighted average loan-to-value ratio, calculated from the financial statements, was 87% (2011: 82%) and overall interest cover was 1.67 (2011: 1.14).

 

22. Financial instruments

Fair values

Set out below is a comparison by category of carrying amounts and fair values of all of the Group's and the Company's financial instruments that are carried in the financial statements.

Group

Company

Year ended

Year ended

Year ended

Year ended

31-Dec

31-Dec

31-Dec

31-Dec

2012

2011

2012

2011

€'000

€'000

€'000

€'000

Financial assets

Cash and short-term deposits

57,992

65,943

31,720

33,323

Trade and other receivables

7,926

11,184

20

24

Amounts due from subsidiaries

-

-

104,305

237,854

Financial liabilities

Trade and other payables

14,941

20,154

659

596

Interest-bearing loans and borrowings:

- floating rate loans

623,111

450,459

-

-

- floating rate loans

-

431,974

-

-

Derivative financial instruments

-

10,777

-

-

Finance leases

24,905

30,611

-

-

 

The fair value of borrowings has been calculated by discounting the expected future cash flows at prevailing interest rates.

The fair value of derivative financial instruments has been calculated by the relevant banks based on market prices, estimated future cash flows and forward rates as appropriate.

Derivative financial instruments

2012

2011

€000

€000

As at 1 January

10,777

25,231

Disposals

(2,025)

(174)

Change in fair value of derivative financial instruments

(8,752)

(14,280)

-

10,777

 

23. Issued capital

 

Number

Share capital

Authorised

of shares

Ordinary shares of €0.01 each

As at 31 December 2012 and 2011

1,500,000,000

15,000,000

Number

Share capital

Issued and fully paid

of shares

Ordinary shares of €0.01 each

As at 31 December 2010

607,068,809

6,070,688

Purchase of own shares

(2,060,000)

(20,600)

As at 31 December 2011

605,008,809

6,050,088

As at 31 December 2012

605,008,809

6,050,088

 

Holders of the ordinary shares are entitled to receive dividends and other distributions and to attend and vote at any general meeting.

Purchase of own shares

During the financial year 2011 the Company bought back 2,060,000 ordinary shares with a total nominal value of €20,600, at a weighted average price of €0.15 per share. These shares were then cancelled and the nominal value transferred to the capital redemption reserve (see note 24).

24. Other reserves

Capital redemption reserve

The capital redemption reserve reflects the nominal value of shares purchased by the Company for cancellation and is €1,109,000 (2011: €1,109,000).

Retained earnings and other distributable reserve

The other distributable reserve was created for the payment of dividends and for the buyback of shares. The deficit on retained earnings has been deducted from this reserve. The resulting balance is €128,495,000 (2011: €196,182,000).

25. Equity-settled share-based payments

During the year ended 31 December 2012, no shares were allotted to the Treveria Employee Benefit Trust (the "Trust").

26. Dividends

No dividend has been declared for the year ended 31 December 2012 (2011: nil).

As set out in note 32, Events after the reporting date, on 15 March 2013 the Company made cash distribution of 3.25 Euro cents per share.

27. Group entities

The table below lists all subsidiary companies. In every instance, the ownership interest is by a holding of ordinary shares.

The companies held by Treveria E S.à r.l. are excluded from the table and are not consolidated in the accounts as a result of the insolvency process detailed in note 7.

 

Country

Field

Ownership

Names of subsidiaries

of incorporation

of activity

interest

Held by the Company

Treveria Holdings Limited

Isle of Man

Intermediate holding company

100%

Treveria Asset Management Limited

England and Wales

Asset management

100%

Held by Treveria Holdings Limited

Treveria Properties Limited

Isle of Man

Intermediate holding company

100%

Held by Treveria Asset Management Limited

Treveria Asset Management GmbH

Germany

Asset management

100%

Held by Treveria Properties Limited

Treveria D S.à r.l.

Luxembourg

Holding company

100%

Treveria E S.à r.l.

Luxembourg

Holding company

100%

Treveria F S.à r.l.

Luxembourg

Holding company

100%

Treveria G S.à r.l.

Luxembourg

Holding company

100%

Treveria H S.à r.l.

Luxembourg

Holding company

100%

Treveria J S.à r.l.

Luxembourg

Holding company

100%

Treveria K S.à r.l.

Luxembourg

Holding company

100%

Treveria L S.à r.l.

Luxembourg

Holding company

100%

Treveria M S.à r.l.

Luxembourg

Holding company

100%

Held by Treveria D S.à r.l.

Treveria Vermögensverwaltungsgesellschaft

Neunkirchen GmbH

Germany

Property investment

100%

Treveria Vermögensverwaltungsgesellschaft

Solingen GmbH

Germany

Property investment

100%

Treveria Vermögensverwaltungsgesellschaft

Worms GmbH

Germany

Property investment

100%

DD Immobilie Citytreff Ratingen GmbH

Germany

Property investment

100%

Treveria Vermögensverwaltungsgesellschaft

Kempten GmbH

Germany

Property investment

100%

Treveria Vermögensverwaltungsgesellschaft

Pforzheim GmbH

Germany

Property investment

100%

Treveria Vermögensverwaltungsgesellschaft

Zehdenick GmbH

Germany

Property investment

100%

Treveria eins VV GmbH

Germany

Property investment

100%

Treveria zwei VV GmbH

Germany

Property investment

100%

Treveria drei VV GmbH

Germany

Property investment

100%

Treveria vier VV GmbH

Germany

Property investment

100%

Treveria fünf VV GmbH

Germany

Property investment

100%

Treveria sechs VV GmbH

Germany

Property investment

100%

Treveria sieben VV GmbH

Germany

Property investment

100%

Treveria acht VV GmbH

Germany

Property investment

100%

Treveria neun VV GmbH

Germany

Property investment

100%

Treveria zehn VV GmbH

Germany

Property investment

100%

Treveria elf VV GmbH

Germany

Property investment

100%

Treveria zwölf VV GmbH

Germany

Property investment

100%

Treveria dreizehn VV GmbH

Germany

Property investment

100%

Treveria vierzehn VV GmbH

Germany

Property investment

100%

Treveria fünfzehn VV GmbH

Germany

Property investment

100%

Treveria sechszehn VV GmbH

Germany

Property investment

100%

Treveria siebzehn VV GmbH

Germany

Property investment

100%

Treveria achtzehn VV GmbH

Germany

Property investment

100%

Treveria neunzehn VV GmbH

Germany

Property investment

100%

Treveria zwanzig VV GmbH

Germany

Property investment

100%

Treveria einundzwanzig VV GmbH

Germany

Property investment

100%

Treveria zweiundzwanzig VV GmbH

Germany

Property investment

100%

Treveria dreiundzwanzig VV GmbH

Germany

Property investment

100%

Treveria vierundzwanzig VV GmbH

Germany

Property investment

100%

Treveria fünfundzwanzig VV GmbH

Germany

Property investment

100%

Treveria sechsundzwanzig VV GmbH

Germany

Property investment

100%

Treveria siebenundzwanzig VV GmbH

Germany

Property investment

100%

Treveria achtundzwanzig VV GmbH

Germany

Property investment

100%

Treveria neunundzwanzig VV GmbH

Germany

Property investment

100%

Treveria dreißig VV GmbH

Germany

Property investment

100%

Treveria einunddreißig VV GmbH

Germany

Property investment

100%

Treveria zweiunddreißig VV GmbH

Germany

Property investment

100%

Treveria dreiunddreißig VV GmbH

Germany

Property investment

100%

Treveria vierunddreißig VV GmbH

Germany

Property investment

100%

Treveria fünfunddreißig VV GmbH

Germany

Property investment

100%

Treveria sechsunddreißig VV GmbH

Germany

Property investment

100%

Treveria siebenunddreißig VV GmbH

Germany

Property investment

100%

Treveria achtunddreißig VV GmbH

Germany

Property investment

100%

Treveria neununddreißig VV GmbH

Germany

Property investment

100%

Treveria vierzig VV GmbH

Germany

Property investment

100%

DDT Erste VV GmbH

Germany

Property investment

100%

Held by Treveria F S.à r.l.

 

DDT Fünfzehnte VV GmbH

Germany

Property investment

100%

 

DDT Düren B.V.

Netherlands

Property investment

100%

 

Marba Pump B.V.

Netherlands

Property investment

100%

 

DDT Fünfzigste VV GmbH

Germany

Property investment

100%

 

DDT Fifty one VV GmbH

Germany

Property investment

100%

 

DDT Vierundzwanzigste VV GmbH

Germany

Property investment

100%

 

DDT Siebente VV GmbH

Germany

Property investment

100%

 

DDT Garbsen B.V.

Netherlands

Property investment

100%

 

DDT Sechsunddreißigste VV GmbH

Germany

Property investment

100%

 

DDT Siebenunddreißigste VV GmbH

Germany

Property investment

100%

 

DDT Einunddreißigste VV GmbH

Germany

Property investment

100%

 

DDT Zweiundzwanzigste VV GmbH

Germany

Property investment

100%

 

DDT Achtunddreißigste VV GmbH

Germany

Property investment

100%

 

DDT Achtundvierzigste VV GmbH

Germany

Property investment

100%

 

DDT Neunundvierzigste VV GmbH

Germany

Property investment

100%

 

DDT Fifty two VV GmbH

Germany

Property investment

100%

 

DDT Fifty three VV GmbH

Germany

Property investment

100%

 

DDT Fifty four VV GmbH

Germany

Property investment

100%

 

DDT Fifty five VV GmbH

Germany

Property investment

100%

 

DDT Fifty six VV GmbH

Germany

Property investment

100%

 

DDT Fifty seven VV GmbH

Germany

Property investment

100%

 

DDT Fifty nine VV GmbH

Germany

Property investment

100%

 

DDT Sixty one VV GmbH

Germany

Property investment

100%

 

DDT Sixty two VV GmbH

Germany

Property investment

100%

 

DDT Sixty three VV GmbH

Germany

Property investment

100%

 

DDT Seventy VV GmbH

Germany

Property investment

100%

 

Treveria One S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Two S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Three S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Four S.à r.l.

Luxembourg

Property investment

100%

 

Dawnay Day Treveria One B.V.

Netherlands

Property investment

100%

 

Dawnay Day Treveria Two B.V.

Netherlands

Property investment

100%

 

Dawnay Day Treveria Three B.V.

Netherlands

Property investment

100%

 

Dawnay Day Treveria Four B.V.

Netherlands

Property investment

100%

 

Treveria Sixteen S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Seventeen S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Eighteen S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Nineteen S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Twenty S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Twenty One S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Twenty Six S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Twenty Seven S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Twenty Nine S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Thirty S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Thirty One S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Thirty Four S.à r.l.

Luxembourg

Property investment

100%

 

DDT Seventy VV GmbH & Co. Frankenthal KG

Germany

Property investment

94.9%

 

DDT Seventy one VV GmbH

Germany

Property investment

99.7%

 

DDT Seventy three VV GmbH

Germany

Property investment

99.7%

 

DDT Seventy four VV GmbH

Germany

Property investment

99.7%

 

DDT Seventy five VV GmbH

Germany

Property investment

99.7%

 

HIDD Wilhelmshaven B.V.

Netherlands

Property investment

99.7%

 

HIDD Marl B.V.

Netherlands

Property investment

99.7%

 

Held by Treveria G S.à r.l.

 

DDT Prime Verwaltungs GmbH

Germany

Property investment

100%

 

Treveria Six S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Seven S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Eight S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Nine S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Ten S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Eleven S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Twelve S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Thirteen S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Fourteen S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Fifteen S.à r.l.

Luxembourg

Property investment

100%

 

DDT Prime GmbH & Co. Objekt Brühl KG

Germany

Property investment

100%

 

DDT Prime GmbH & Co. Objekt Freising I KG

Germany

Property investment

100%

 

DDT Prime GmbH & Co. Objekt Nordhorn KG

Germany

Property investment

100%

 

DDT Prime GmbH & Co. Objekt Cloppenburg KG

Germany

Property investment

100%

 

DDT Prime GmbH & Co. Objekt Hamburg Wandsbek KG

Germany

Property investment

100%

 

DDT Prime GmbH & Co. Objekt Aschaffenburg KG

Germany

Property investment

100%

 

DDT Prime GmbH & Co. Objekt Köln II KG

Germany

Property investment

100%

 

DDT Prime GmbH & Co. Objekt Freising II KG

Germany

Property investment

100%

 

DDT Prime GmbH & Co. Objekt Bochum KG

Germany

Property investment

100%

 

DDT Prime GmbH & Co. Objekt Köln III KG

Germany

Property investment

100%

 

Held by Treveria H S.à r.l.

 

DDT Einundzwanzigste VV GmbH

Germany

Property investment

100%

 

DDT Sixty VV GmbH

Germany

Property investment

100%

 

DDT Sixty nine VV GmbH

Germany

Property investment

100%

 

Dawnay Day Treveria Ten B.V.

Netherlands

Property investment

100%

 

DDT Sixty nine VV GmbH & Co. CBC KG

Germany

Property investment

94.9%

 

Held by Treveria J S.à r.l.

 

Treveria Twenty Two S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Twenty Three S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Twenty Four S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Twenty Five S.à r.l.

Luxembourg

Property investment

100%

 

DDT Prime GmbH & Co Objekt Darmstadt KG

Germany

Property investment

100%

 

DDT Prime GmbH & Co Objekt Frechen KG

Germany

Property investment

100%

 

DDT Prime GmbH & Co Objekt Gelsenkirchen KG

Germany

Property investment

100%

 

DDT Prime GmbH & Co Objekt Pirmasens KG

Germany

Property investment

100%

 

DDT Prime GmbH & Co Objekt Remscheid KG

Germany

Property investment

100%

 

DDT Prime GmbH & Co Objekt Siegen KG

Germany

Property investment

100%

 

Held by Treveria K S.à r.l.

 

Dawnay Day Treveria Five B.V.

Netherlands

Property investment

100%

 

Dawnay Day Treveria Seven B.V.

Netherlands

Property investment

100%

 

Dawnay Day Treveria Eight B.V.

Netherlands

Property investment

100%

 

Dawnay Day Treveria Nine B.V.

Netherlands

Property investment

100%

 

Treveria Thirty Two S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Thirty Three S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Thirty Eight S.à r.l.

Luxembourg

Property investment

100%

 

Held by Treveria L S.à r.l.

 

Treveria Five S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Twenty Eight S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Forty One S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Forty Three S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Forty Four S.à r.l.

Luxembourg

Property investment

100%

 

DDT Sixty four VV GmbH

Germany

Property investment

100%

 

DDT Sixty five VV GmbH

Germany

Property investment

100%

 

DDT Sixty six VV GmbH

Germany

Property investment

100%

 

DDT Sixty seven VV GmbH

Germany

Property investment

100%

 

DDT Sixty eight VV GmbH

Germany

Property investment

100%

 

Treveria Thirty Five S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Thirty Six S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Thirty Seven S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Thirty Nine S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Forty S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Forty Two S.à r.l.

Luxembourg

Property investment

100%

 

Treveria Forty Five S.à r.l.

Luxembourg

Property investment

100%

 

 

28. Related parties

Terms and conditions of transactions with related parties

All of the related party transactions disclosed were carried out on an arm's length basis.

The following transactions took place between the Group and related parties during the financial year:

David Malpica has a controlling interest in Kewbridge Capital Limited ("Kewbridge"). Kewbridge was appointed to provide advisory and interim management services to the Company in May 2012, and receives a monthly retainer of €27,500. Kewbridge is entitled to receive a performance fee, designed to align Kewbridge's interests with those of shareholders, based on the aggregate amount of cash paid or payable to shareholders, as below. The monthly retainer is fully creditable against the performance fee.

Cents per share distributed

Amount paid as performance fee

less than 8

nil

8

€1,000,000

between 8 and 10

as above plus 8.3% of the incremental amount

between 10 and 15

as above plus 13.2% of the incremental amount

between 15 and 30

as above plus 6.6% of the incremental amount

over 30

as above plus 5.0% of the incremental amount

 

During the year, Kewbridge received retainer fees of €206,000, of which €nil was outstanding at the year-end, and no performance fees. No provision for performance fees has been made in these accounts.

Graham Smith is a Director of the Company and the Administrator, IOMA Fund and Investment Management Limited, ("IOMAFIM"). During the year, IOMAFIM received fees of €135,000 (2011: €155,000). The amount outstanding as at year end is €71,000 (2011: €39,000).

During the year, the Directors received the following emoluments in the form of fees:

2012

2011

 €'000

 €'000

Rolf Elgeti

40

130

Christopher Lovell

30

50

David Parnell

30

50

Eitan Milgram

-

34

Jeffrey Strong

-

38

Yossi Raucher

-

11

David Malpica

22

-

Nicholas Cournoyer

-

-

Graham Smith

-

-

Overaccrual reversed

(4)

-

Total

118

312

 

Directors' share options

Share options have been granted to a related company of Ian Henderson, a previous Chairman, with the following expiry date and exercise prices:

Year issued

Exercise date

Expiry date

Exercise price

Number

2005

2008

2015

€1.00

450,000

 

29. Capital commitments

The Company has given guarantees of payment of annual rents of €189,000 (2011: €176,000) payable by its subsidiary undertakings under head leases for varying periods not exceeding 21 years.

30. Contingent liabilities

As disclosed in more detail in note 18, Treveria Holdings Limited is subject to a contingent liability of up to €45,392,000 (2011: €39,900,000) for German RETT.

31. Operating lease arrangements

Group as lessor

All properties leased by the Group are under operating leases and the future minimum lease payments receivable under non-cancellable leases are as follows:

2012

2011

€'000

€'000

Less than one year

56,434

91,224

Between one and five years

137,389

235,898

More than five years

71,756

97,552

265,579

424,674

 

The Group leases out its investment properties under operating leases. Most operating leases are for terms of one to 15 years. Some properties have residential leases with unlimited terms.

32. Events after the reporting date

 

Reorganization of TAMG

The reorganisation of Treveria Asset Management entered in full force in January 2013, with the intention to move from an internally to an externally managed portfolio. Tax and accounting services were outsourced to a third-party provider with effect 1 February 2013, while the remaining services (including asset management) have been phased out over the first half of the year. In conjunction with the restructuring agreement reached with Situs, as servicer of the Silo D loan, the asset management of the Silo D property portfolio was awarded to CR Investments. As we continued working on the implementation of a restructuring agreement with Hypothekenbank Frankfurt (formerly Eurohypo) for Silo F and K, we have entered a transition period in which we are also preparing the handover of the asset management function to external service providers, which we expect to complete by end of July 2013. The asset management of the properties in the remaining Silos (G and J) will also be transferred to a third-party before end of July 2013.

 

Disposal of investment properties

Six of the twelve properties held for sale were disposed of by 29 May 2013, realising sales proceeds of €17,150,000. A further five investment properties have been notarised for sale, which should generate proceeds of €6,560,000, with about one-third of that already realised. In total, €19,310,000 of sales proceeds have been realised during 2013.

 

Loan Agreements

Silo D Debt

In February 2013, Treveria reached a consensual agreement with the servicer, Situs Asset Management Limited, regarding the implementation of a business plan which will involve the orderly disposal of the Silo D property portfolio over time. Under this agreement the servicer has also granted an extension to the standstill agreement until 11 June 2013, with the intention to provide four-months rolling extensions moving forward. Another extension of the stand still until 11 October 2013 has already been granted.

 

Silo G Debt

After having agreed on a reinstated facility agreement in December 2012, which extended the maturity of the original loan to 31 May 2013, Treveria agreed on a further six week extension of the loan agreement (until 12 July 2013), to allow for repayment of the loan facility in line with scheduled sales completions. Following progress made in the sales program, the outstanding loan amount has been reduced from circa €9.8 millions in December 2012 to less than €3.0 million (on 31 May 2013).

 

Silo F/K Debt

Negotiations with Hypothekenbank Frankfurt (formerly Eurohypo) regarding a restructuring of the Silo F and K debt facility have progressed well during the course of 2013. In April 2013, Treveria and Hypothekenbank Frankfurt (formerly Eurohypo) have agreed on a further three month extension of the in-place standstill (until 31 July 2013), with the intention to finalising the implementation of a consensual restructuring agreement.

 

Dividends

On 15 March 2013 the Company made cash distribution of 3.25 Euro cents per share, amounting to €19,663,000 in total.

Financial Summary

Year ended 31 December

2012

2011

2010

2009

2008

2007

€'000

€'000

€'000

€'000

€'000

€'000

Assets employed

Investment properties

Opening balance

1,363,556

1,417,850

1,881,064

2,065,070

2,383,027

1,726,959

Additions, subsequent expenditure and adjustments

(4,802)

6,703

(7,318)

(4,642)

35,167

666,816

Disposals

(44,360)

(23,250)

(9,045)

(4,900)

(70,190)

-

Derecognition of Silo

(479,590)

-

(520,380)

-

-

-

Revaluation (deficit)/surplus

(91,667)

(37,747)

73,529

(174,464)

(282,934)

(10,748)

Closing balance (including properties held for disposal)

743,137

1,363,556

1,417,850

1,881,064

2,065,070

2,383,027

Cash at bank

57,992

65,943

79,393

128,250

145,922

177,015

Other assets

12,381

14,417

16,681

25,280

25,235

30,674

813,510

1,443,916

1,513,924

2,034,594

2,236,227

2,590,716

Financed by

Share capital

6,050

6,050

6,071

6,035

6,035

6,288

Reserves

129,604

264,842

278,137

167,890

333,565

677,138

Equity shareholders' funds

135,654

270,892

284,208

173,925

339,600

683,426

Borrowings

623,111

1,089,770

1,119,385

1,690,630

1,725,056

1,775,043

Deferred tax

5,215

13,880

18,084

7,174

10,714

25,433

Other liabilities

49,530

69,374

92,247

160,104

157,294

100,381

Non-controlling interests

-

-

-

2,761

3,563

6,433

813,510

1,443,916

1,513,924

2,034,594

2,236,227

2,590,716

Net asset value per share (cents)

Basic

22

45

47

29

56

109

Adjusted

23

49

54

35

62

113

Gross debt to total assets ratio (%)

83

80

81

92

86

77

Revenue

97,838

95,138

124,324

145,073

155,079

129,951

Net rental income

72,814

74,821

94,441

112,916

122,815

109,857

Costs and other income

(12,978)

(11,776)

(12,414)

(12,530)

(10,989)

870

Profit on disposal of investment properties

(1,156)

562

1,486

1,233

3,906

-

Revaluation (deficit)/surplus

(91,667)

(37,747)

73,529

(174,464)

(282,934)

(10,748)

German RETT

-

-

37,417

-

(40,200)

-

Operating profit/(loss)

(32,987)

25,860

194,459

(72,845)

(207,402)

99,979

Change in fair value of derivative financial instruments

8,752

14,280

1,945

(5,033)

(20,831)

(1,314)

Net finance expenses

(35,521)

(54,822)

(76,545)

(87,175)

(95,608)

(65,088)

Gain on derecognition of subsidiaries

(77,068)

-

23,140

-

-

-

(Loss)/profit before tax

(135,824)

(14,682)

142,999

(165,053)

(323,841)

33,577

Total comprehensive (loss)/income for the financial year

(135,251)

(13,056)

131,467

(166,477)

(312,147)

34,299

Earnings per share (cents)

Basic

(22)

(2)

22

(27)

(51)

5

Diluted*

(22)

(2)

22

(27)

(51)

5

Adjusted

3

1

1

1

3

5

Dividends per share (cents)

(all amounts represent the interim dividend paid and final proposed dividend)

-

-

4

-

-

5

* The share options in issue have not been included in the calculation of the diluted (loss)/earnings per share for the years ended 31 December 2010, 2009 and 2008 as they are antidilutive and would decrease the loss per share.

 

Company Information

 

DirectorsCompany Secretary

Eitan Milgram (Chairman)

Philip Scales

Jeffrey Strong

Graham Smith

David Malpica

Registered OfficeRegistrar

IOMA House

Computershare Investor Services

Hope Street

(Jersey) Limited

Douglas

Queensway House

Isle of Man IM1 1AP

Hilgrove Street

St Helier

Jersey JE1 1ES

  
AuditorsAdministrator

KPMG Audit LLC

IOMA Fund and Investment Management

Heritage Court

Limited

41 Athol Street

IOMA House

Douglas

Hope Street

Isle of Man IM99 1HN

Douglas

Isle of Man IM1 1AP

Asset ManagersNominated adviser and broker

Treveria Asset Management Limited

N+1 Singer Advisory LLP

25 Harley Street,

One Bartholomew Lane

London W1G 9BR

London EC2N 2AX

Treveria Asset Managment GmbH

Mainzer Landstrasse 50

Frankfurt am Main D-60325

Germany

  

 

 

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