Proposed Directors of Tirupati Graphite explain why they have requisitioned an GM. Watch the video here.

Less Ads, More Data, More Tools Register for FREE

Pin to quick picksGWIK.L Regulatory News (GWIK)

  • There is currently no data for GWIK

Watchlists are a member only feature

Login to your account

Alerts are a premium feature

Login to your account

Final Results

31 May 2012 07:00

RNS Number : 4405E
Treveria PLC
31 May 2012
 



Treveria plc

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

 

Treveria plc (AIM: TRV), the German retail focused real estate investment company, today announces its results for the year ended 31 December 2011.

Financial Highlights:

§ Reported loss before tax of €14.7 million (2010: profit €143.0 million), and a profit of €5.8 million (2010: €5.0 million) on an adjusted basis**

§ Adjusted* net asset value per share of 48.9c (2010: 54.0c)

§ Basic and adjusted** EPS were loss of 2.1c and profit of 1.0c respectively (2010: profit of 21.6c and profit of 0.8c)

§ Cash balance at the parent company level of €33.3 million (2010: €49.2 million)

§ Total value of portfolio €1.33 billion (2010: €1.37 billion on a like-for-like basis)

Operational Highlights:

§ Property sales of €57 million during 2011 (2010: €14.3 million), of which €23.8 million legally completed and accounted for in the financial statements giving rise to a profit before tax of €0.6 million (2010: €1.5 million) after costs

§ 233 new leases secured during 2011 generating annual rent of €15.3 million (2010: 299 leases, €14.5 million). The newly let area amounts to a surface area of 146,000 sqm, wherein 130,000 sqm are defined as retail space (2010: 125,000 sqm)

§ Void rate of 13.8% compared with 14.6% in 2010, of which around 33.0% is attributable to properties currently in redevelopment programs that are expected to be let within 18 months

§ Gross rental income ("GRI") on managed properties was €95.1 million (2010: €124.3 million***), with net rental income ("NRI") of €74.8 million (2010: €94.4 million)

§ Irrecoverable service charge expenditure on managed properties represented 6.3% of gross rents compared with 7.4% in 2010

 

* excludes deferred tax and derivative financial instruments

**excludes the profit from disposal of investment properties, revaluation surplus/deficit, RETT provision, change in fair value of derivative financial instruments and gain on derecognition of subsidiaries

*** in 2010 Treveria reported 124.3 million including Silo C which was derecognised during the year 2010 without Silo C the GRI was €100.5 million.

 

For further information:

Treveria plc

Eitan Milgram (Acting Chairman)

 

via IOMA

 

Treveria Asset Management

Christoph Maichel

 

+49 (0) 69 / 247 53 19 - 0

Singer Capital Markets (NOMAD)

James Maxwell/Nick Donavan

 

+44 (0)20 3205 7500

IOMA Funds & Investment Management Ltd. (Administrator)

Graham Smith

+44 (0)1624 681250

 

CHAIRMAN'S STATEMENT

 

During 2011 and in the first part of 2012, our focus has been on setting in motion a sales programme in order to deleverage the portfolio and to create opportunities for the return of cash to shareholders. At the same time we have been actively managing short-term financial debt, seeking to extend maturities and renegotiate terms with lenders. All lending facilities are due to mature in the second half of 2012, and four out of our six silos are in breach of loan-to-value covenants. In addition, the Group continued restructuring its operations. We believe our cost-cutting measures will result in a leaner, nimbler, more efficient business, and we plan to continue working actively to cut costs at all levels of our corporate structure.

 

Revaluation and net asset value

 

We report in these Financial Statements a small decline in the portfolio value from €1.37 billion at the end of 2010 (excluding properties sold during 2011 and additional investments in existing properties) to €1.33 billion at the end of 2011. Whereas in 2010 the Group's property portfolio was valued by DTZ Debenham Tie Leung Limited, in 2011, after a careful review of its options, we decided to ask our subsidiary, Treveria Asset Management (TAM), to provide regular valuations of our property portfolio going forward. The Board believes that TAM not only represents the most cost efficient option, but that their expertise and intimate knowledge of the unique characteristics of each of our properties should also result in insightful and nuanced valuations. This represents a change to the intended approach for the year-end as described in the half-year results. However, the Board has satisfied itself that the TAM valuation exercise was carried out in a professional manner, using the same techniques and principles as an independent valuer would have applied. Where possible, the values have been validated against sales transactions either completed or in the pipeline since the year-end.

The adjusted net asset value per share of the Group was €48.9c as of 31 December 31 2011 compared with €54.0c as of 31 December 2010.

 

Finance and banking

 

As mentioned earlier, we have been diligently seeking to secure the long term lending arrangements for each silo.

 

Silo D (Deutsche Bank/Citigroup; loan €211.2 million; securitised)

 

On 19 July 2011, management reached an agreement with its lenders to extend the maturity date on the Silo D loan facility to 20 July 2012 and to waive any hard breaches of loan-to-value and debt service cover ratio covenants until the new maturity date. We have requested further extensions on terms that are acceptable to Treveria, and are selectively marketing properties for sale.

 

Silo E (ABN Amro; loan €418.1 million; securitised)

 

On 7 October 2011, an agreement was reached with Hatfield Philips Limited, the acting Servicer for Silo E's lenders, to extend the Final Maturity Date of the loan until 15 July 2012. We have requested further extensions on terms that are acceptable to Treveria, and are selectively marketing properties for sale.

 

Silo G (J P Morgan; loan €43.7 million; syndicated loan)

 

The Silo G loan is performing in accordance with the loan agreement with the lender. The loan matures on 19 November 2012. The sales process for many properties in Silo G is well advanced, and if successful this will enable us to repay the loan and create surplus cash. Silo G is not cash trapped.

 

Silo J (properties free of any mortgage or charge)

 

Silo J, which contains eight properties valued at €3.9 million, is free of any mortgage or charge.

 

Silo F/K (Eurohypo; loan €423.8 million; sole lender)

 

The Silo F/K loan is set to mature on 25 July 2012. The Directors are trying to extend the existing loan or to seek refinancing. Should the lender, Eurohypo, foreclose on Silo F/K or fail to extend the existing loan, the value of the portfolio will be significantly impaired with significant losses to Eurohypo. We are hopeful that Eurohypo will work closely with us to find a solution that is acceptable to all stakeholders.

 

Other developments

 

The German tax authorities declined Treveria Holdings Limited request for RETT (Real Estate Transfer Tax) relief. An appeal has been filed. We understand the current estimate of the RETT claim against Treveria Holdings Limited to be in the range of €39.9 million. Since Treveria plc has advanced loans in the amount of €646.1 million to Treveria Holdings, we have received advice that any cash at Treveria Holdings would be split 94.2% and 5.8% between Treveria plc and the German tax authorities, respectively, according to the pari passu principle. We are working closely with the German tax authorities to the fullest extent possible in order arrive at a solution to the RETT claim that is acceptable to all parties.

 

Board and management

 

In February 2012, David Parnell and Christopher Lovell resigned and Graham Smith was appointed as a non-executive director. Graham Smith is an executive director of IOMA Fund and Investment Management Limited, the Company's administrator since November 2010. Philip Scales, who is also an executive director of IOMA Fund and Investment Management Limited, has been appointed as company secretary to the Company in succession to David Parnell. I would like to thank David and Christopher very much for all their past assistance and guidance. Both men were appointed to the Board when the Company was first launched in December 2005. We wish them every success for the future.

 

In April 2012, Rolf Elgeti and Nicholas Cournoyeur also resigned. Their contribution will be missed. We were very pleased to be able to appoint David Malpica in May 2012. He brings with him a wealth of experience in real estate, including distressed situations.

 

Eitan Milgram

Acting Chairman

 

30 May 2012

 

ASSET MANAGER'S REVIEW

 

Portfolio performance

 

As of 31 December 2011, Treveria Asset Management (TAM), a wholly owned subsidiary of Treveria plc, provided asset management services to over 369 properties with approximately 1.1 million square metres of total lettable space. Over the past year, we were able to secure or extend 233 leases representing annual rent of €15.3 million with both new and existing tenants.

 

As part of our drive to decrease expenses, we closed our office in Munich and flattened our organization. We now operate solely out of Frankfurt, Hamburg and Düsseldorf.

 

Some of our major achievements include new contracts with TK MAXX (Saarbrücken), MediaMarkt (Wilhelmshaven), Mayersche Buchhandlung (Bochum) and Conti-Park (Dortmund). We also finalized new leases with well-known German retail chains such as Deichmann, Takko, Reno, and Adler, as well as with international retailers such as Cotton On and Body Shop. As a result of our asset management efforts, vacancy decreased from 14.7% of total lettable space as of 31 December 2010 to 13.8% as of 31 December 2011.

 

We arranged for the sale of twelve properties for a gross consideration to Treveria of €57 million. We did not acquire or enter into any new contracts to acquire property for Treveria plc in 2011.

 

In January 2012, we decided to terminate the contract of Thomas Laemmerhirt, our former CFO. Bernhard Fuhrmann, who took over as our interim CEO in 2011, resigned in February 2012. In his succession, the Company appointed me as CEO effective February 2012. I have been given a mandate to ensure that we achieve profitability as a standalone entity.

 

Given our considerable infrastructure, the high quality of our employees, and our existing agreements with Treveria plc's silos, we believe that we are well positioned to win additional asset management mandates and to transform TAM into a viable asset management platform. We are currently positioning ourselves as the asset manager of choice for several large portfolios in Germany that we believe will need our services.

 

Christoph Maichel

Treveria Asset Management GmbH

 

30 May 2012

Directors' Report

The Directors submit their report with the audited financial statements for the year ended 31 December 2011. 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 on page [•].

The total comprehensive loss attributable to the equity holders of the parent company for the year was €13,056,000 (2010: income of €131,342,000). During the year, the Company did not pay any dividend (2010: €24,234,000) resulting in €13,056,000 being charged (2010: €107,108,000 being retained) and transferred to reserves.

The Board decided that there would be no interim dividend (2010: €nil) and the Directors now recommend no payment of a final dividend (2010: €nil) for the year ended 31 December 2011.

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

(Acting 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

Josef (Yossi) Raucher

resigned on 20 January 2011

Graham Smith

appointed on 8 February 2012

David Malpica

appointed on 15 May 2012

All of the directors are non-executive.

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". Josef (Yossi) Raucher is an investment professional at Weiss Asset Management LP.

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 2011 (2010: €nil).

Substantial shareholders

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

Number of

% of

ordinary shares

issued share capital

Shareholder

in which interested

of the Company

Montpelier Investment Management LLP

129,209,736

21.36

Brookdale International Partners LP

118,464,824

19.58

QVT Financial LP

61,705,605

10.20

Brookdale Global Opportunity Fund

57,021,352

9.42

LCF Edmond De Rothschild

48,911,200

8.08

Taube Hodson Stonex Partners LLP

29,428,997

4.86

Alpine Woods Capital Investors LLC

23,978,899

3.96

Brookdale International Partners LP and Brookdale Global Opportunity Fund are independent funds managed by Weiss Asset Management LP.

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.

By order of the Board

Philip Scales

Company Secretary30 May 2012

 

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.

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; 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.

 

Independent auditors' report

To the members of Treveria plc

We have audited the financials of Treveria plc for the year ended 31 December 2011 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).

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 set out on page [•], 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 2011 and of the Group's and the Company's loss for the year then ended;

·; have been properly prepared in accordance with IFRS; 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 2011 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

30 May 2012

 

Statements of comprehensive income

for the year ended 31 December 2011

Group

Company

Year ended

Year ended

Year ended

Year ended

 

31 December

31 December

31 December

31 December

 

2011

2010

2011

2010

 

Note

€000

€000

€000

€000

 

Gross rental income

95,138

124,324

-

-

 

Direct costs

6

(20,317)

(29,883)

(279)

(303)

 

Net rental income

74,821

94,441

(279)

(303)

 

Profit from disposal of investment properties

562

1,486

-

-

 

(Deficit)/surplus on revaluation of investment properties

 

12

 

(37,747)

 

73,529

 

-

 

-

 

RETT provision no longer required (net of related expenses)

 

18

 

-

 

37,417

 

-

 

-

 

Other income

5

-

30

-

 

Write (down)/back of amounts due from subsidiaries

 

28

 

-

 

-

 

(12,321)

 

136,033

 

Administrative expenses

6

(11,781)

(12,414)

(909)

(2,080)

 

Operating profit/(loss)

25,860

194,459

(13,479)

133,650

 

Finance revenue

8

423

986

423

578

 

Finance expense

8

(55,245)

(77,531)

-

-

 

Change in fair value of derivative financial instruments

 

22

 

14,280

 

1,945

 

-

 

-

 

Gain on derecognition of subsidiaries

-

23,140

-

-

 

(Loss)/profit before tax

(14,682)

142,999

(13,056)

134,228

 

Income tax credit/(charge)

9

1,676

(11,601)

-

-

 

(Loss)/profit for the year

(13,006)

131,398

(13,056)

134,228

 

(Loss)/profit attributable to:

 

Equity holders of the parent company

(13,006)

131,273

(13,056)

134,228

 

Non-controlling interests

-

125

-

-

 

(Loss)/profit for the year

(13,006)

131,398

(13,056)

134,228

 

Other comprehensive income

 

Foreign exchange translation differences

(50)

69

-

-

 

Other comprehensive profit for the year

(50)

69

-

-

 

Total comprehensive (loss)/income for the year

 

(13,056)

 

131,467

 

(13,056)

 

134,228

 

Total comprehensive (loss)/income attributable to:

 

Equity holders of the parent company

(13,056)

131,342

(13,056)

134,228

 

Non-controlling interests

-

125

-

-

 

Total comprehensive (loss)/income for the year

 

(13,056)

 

131,467

 

(13,056)

 

134,228

 

(Loss)/earnings per share

 

Basic (loss)/earnings for the year attributable to ordinary equity holders of the parent company

 

 

10

 

 

(2.14)c

 

 

21.64c

 

Diluted (loss)/earnings for the year attributable to ordinary equity holders of the parent company

 

 

10

 

 

(2.14)c

 

 

21.61c

 

Dividends of €nil (2010: €24,234,000) were paid during the year (see note 26).

Statements of financial position

As at 31 December 2011

Group

Company

2011

2010

2011

2010

Note

€000

€000

€000

€000

Non-current assets

Investment properties

12

1,324,691

1,412,070

-

-

Fixed assets

209

274

-

-

Investments in subsidiaries

13

-

-

250

250

Amounts due from subsidiaries

28

-

-

237,854

235,914

Total non-current assets

1,324,900

1,412,344

238,104

236,164

Investment property held for disposal

14

38,865

5,780

-

-

Current assets

Trade and other receivables

15

11,184

13,639

24

20

Prepayments

3,024

2,768

37

-

Cash and short-term deposits

16

65,943

79,393

33,323

49,154

Total current assets

80,151

95,800

33,384

49,174

Total assets

1,443,916

1,513,924

271,488

285,338

Current liabilities

Trade and other payables

17

20,154

26,897

596

1,130

Provision for RETT

18

1,000

1,000

-

-

Interest-bearing loans and borrowings

19

1,089,770

1,076,121

-

-

Finance lease obligations

20

3,166

3,181

-

-

Current tax liabilities

6,832

7,020

-

-

Derivative financial instruments

22

10,777

23,856

-

-

Total current liabilities

1,131,699

1,138,075

596

1,130

Non-current liabilities

Interest-bearing loans and borrowings

19

-

43,264

-

-

Finance lease obligations

20

27,445

28,918

-

-

Deferred tax liabilities

9

13,880

18,084

-

-

Derivative financial instruments

22

-

1,375

-

-

Total non-current liabilities

41,325

91,641

-

-

Total liabilities

1,173,024

1,229,716

596

1,130

Net assets

270,892

284,208

270,892

284,208

Equity

Issued capital

23

6,050

6,071

6,050

6,071

Capital redemption reserve

24

1,109

1,088

1,109

1,088

Own shares held

(2)

(8)

(2)

(8)

Retained earnings and other distributable reserve

 

24

 

263,735

 

277,057

 

263,735

 

277,057

Total equity attributable to the equity holders of the parent company

 

270,892

 

284,208

 

270,892

 

284,208

Non-controlling interests

-

-

-

-

Total equity

270,892

284,208

270,892

284,208

 

The financial statements were approved by the Board of Directors on 30 May 2012 and were signed on its behalf by:

Eitan Milgram Graham Smith

Director Director

Statements of changes in equity

for the year ended 31 December 2011

Issued

Capital

Own

Retained

Total equity

Non

Total

capital

redemption

shares

earnings

attributable

controlling

equity

reserve

held

and other

to the equity

interests

distributable

holders of

reserve

the parent

Group

€000

€000

€000

€000

€000

€000

€000

Balance as at 31 December 2009

6,035

1,088

-

166,802

173,925

2,761

176,686

Total comprehensive income

Profit for the year

-

-

-

131,273

131,273

125

131,398

Other comprehensive income

-

-

-

69

69

-

69

Total comprehensive income

-

-

-

131,342

131,342

125

131,467

Contributions by and distributions to equity holders

Issue of shares

36

-

(36)

-

-

-

-

Equity-settled share-based payment transactions, reserve movement

-

-

28

261

289

-

289

Equity dividend

-

-

-

(24,234)

(24,234)

-

(24,234)

Effect of derecognition of subsidiaries

-

-

-

2,886

2,886

(2,886)

-

Total contributions by and distributions to equity holders

 

36

 

-

 

(8)

 

(21,087)

 

(21,059)

 

(2,886)

 

(23,945)

As at 31 December 2010

6,071

1,088

(8)

277,057

284,208

-

284,208

Total comprehensive income

Loss for the year

-

-

-

(13,006)

(13,006)

-

(13,006)

Other comprehensive income

-

-

-

(50)

(50)

-

(50)

Total comprehensive income

-

-

-

(13,056)

(13,056)

-

(13,056)

Contributions by and distributions to equity holders

Own shares acquired

(21)

21

-

(310)

(310)

-

(310)

Equity-settled share-based payment transactions, reserve movement

-

-

6

44

50

-

50

Total contributions by and distributions to equity holders

 

(21)

 

21

 

6

 

(266)

 

(260)

 

-

 

260

Balance as at 31 December 2011

6,050

1,109

(2)

263,735

270,892

-

270,892

Company

Balance as at 31 December 2009

6,035

1,088

-

166,802

173,925

-

173,925

Total comprehensive income

Profit for the year

-

-

-

134,228

134,228

-

134,228

Other comprehensive income

-

-

-

-

-

-

-

Total comprehensive income

-

-

-

134,228

134,228

-

134,228

Contributions by and distributions to equity holders

Issue of shares

36

-

(36)

-

-

-

-

Equity-settled share-based payment transactions, reserve movement

-

-

28

261

289

-

289

Equity dividend

-

-

-

(24,234)

(24,234)

-

(24,234)

Total contributions by and distributions to equity holders

 

36

 

-

 

(8)

 

(23,973)

 

(23,945)

 

-

 

(23,945)

Balance as at 31 December 2010

6,071

1,088

(8)

277,057

284,208

-

284,208

Total comprehensive income

Loss for the year

-

-

-

(13,056)

(13,056)

-

(13,056)

Other comprehensive income

-

-

-

-

-

-

-

Total comprehensive income

-

-

-

(13,056)

(13,056)

-

(13,056)

Contributions by and distributions to equity holders

Own shares acquired

(21)

21

-

(310)

(310)

-

(310)

Equity-settled share-based payment transactions, reserve movement

-

-

6

44

50

-

50

Total contributions by and distributions to equity holders

 

(21)

 

21

 

6

 

(266)

 

(260)

 

-

 

(260)

Balance as at 31 December 2011

6,050

1,109

(2)

263,735

270,892

-

270,892

 

Statements of cash flows

for the year ended 31 December 2011

Group

Company

2011

2010

2011

2010

Note

€000

€000

€000

€000

Operating activities

(Loss)/profit before tax

(14,682)

142,999

(13,056)

134,228

Profit from disposal of investment properties

 

5

 

(562)

 

(1,486)

 

-

 

-

Deficit/(surplus) on revaluation of investment properties

 

12

 

37,747

 

(73,529)

 

-

 

-

RETT provision no longer required (net of related expenses)

18

-

(37,417)

-

-

Gain on derecognition of subsidiaries

2(a)

-

(23,140)

-

-

Depreciation of fixed assets

143

138

-

-

Write down/(back) of amounts due from subsidiaries

 

28

 

-

 

-

 

12,321

 

(136,033)

Finance revenue

8

(423)

(986)

(423)

(578)

Finance expense

8

55,245

77,531

-

-

Change in fair value of derivative financial instruments

 

22

 

(14,280)

 

(1,945)

 

-

 

-

Equity-settled share-based payment transactions

 

50

 

253

 

50

 

253

Net cash flows from operations before changes in working capital

 

63,238

 

82,418

 

(1,108)

 

(2,130)

Changes in working capital

(Increase)/decrease in trade and other receivables

Increase in prepayments

 

(2,194)-

 

2,751-

 

(4)(37)

 

56-

(Decrease)/increase in trade and other payables

-

(5,070)

 

(1,535)

 

(534)

 

410

Income tax paid

(1,706)

(1,536)

-

-

Net cash flows from operating activities

54,268

82,098

(1,683)

(1,664)

Investing activities

Purchase of and additions to investment properties and fixed assets

 

(8,506)

 

(2,363)

 

-

 

-

Proceeds from disposal of investment properties

 

28,442

 

9,231

 

-

 

-

Finance revenue received

423

986

423

578

Net cash flows from investing activities

20,359

7,854

423

578

Financing activities

Dividends paid to equity holders of the parent company

 

26

 

-

 

(24,234)

 

-

 

(24,234)

Amounts lent to subsidiary companies

-

-

(14,261)

(8,220)

Proceeds from issue of shares

-

36

-

36

Purchase of own shares

Repayment of loans

(310)

(29,664)

-

(23,093)

(310)

-

-

-

Finance expense paid

(58,277)

(79,413)

-

-

Settlement of derivative financial instruments

 

174

 

(283)

 

-

 

-

Finance charges paid

-

-

-

-

Net cash flows from financing activities

(88,077)

(126,987)

(14,571)

(32,418)

Decrease in cash and short-term deposits

(13,450)

(37,035)

(15,831)

(33,504)

Cash and short-term deposits as at 1 January

79,393

128,250

49,154

82,658

Effects on cash held in derecognised subsidiaries

 

-

 

(11,822)

 

-

 

-

Cash and short-term deposits at 31 December

 

16

 

65,943

 

79,393

 

33,323

 

49,154

 

Notes to the consolidated financial statements

for the year ended 31 December 2011

 

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 2011.

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

The financial statements have been prepared on a historical cost basis, except for investment properties and derivative financial instruments that have been measured at fair value. The financial statements are presented in euro and all values are rounded to the nearest thousand (€000) except when otherwise indicated.

The financial statements have been prepared in accordance with IFRS and also to comply with the Isle of Man Companies Acts 1931 to 2004.

These financial statements have been prepared on a going concern basis as it is the view of the Directors that this is the most appropriate basis of preparation to adopt having considered the issues identified below.

The Group's property portfolios are largely funded by external debt facilities. Under the terms of the debt agreements each debt obligation is "ring fenced" within a sub-group of companies. Treveria plc, the ultimate parent company, is not itself a party to any of the finance documents (in any capacity including as borrower, guarantor or security provider). The finance providers would therefore not have any recourse to the ultimate parent under the finance documents. Further details of the loans and financial risks are provided in note 21 to the financial statements.

In the event that the real estate market deteriorates and valuations fall, certain loan-to-value ratio levels could rise above permitted ratio levels. Various events which have an impact on certain of the loans have occurred:

·; on 19 July 2011, an agreement was reached with Deutsche Bank AG and Citigroup Global Markets Limited in relation to the second facility - Silo D (see note 19). Under this agreement the banks agreed to extend the loan maturity date to 20 July 2012 and to waive any loan-to-value and debt service cover ratio hard breaches until the new maturity date;

·; Eurohypo AG - Silo F/K (see note 19). The bank agreed to extend the waiver on the loan-to-value covenant until 30 September 2011. The Group is in continuing discussions with the bank regarding an extension of the loan-to-value covenant, although no formal agreement has yet been reached. On the basis of the values adopted for the properties in this silo in the Consolidated Statement of Financial Position as at 31 December 2011, a breach of the loan-to-value covenant exists although the bank has not taken any action to enforce its rights;

·; on 7 October 2011, an agreement was reached with Hatfield Philips Limited, acting as Servicer for the lenders in Silo E (see Note 19), to extend the Final Maturity Date of the loan. This has so far been extended until 15 July 2012;

The permitted loan-to-value ratios in the debt arrangements as at 31 December 2011 were between 76% and 85% with a weighted average that was 82.6%. The "hard breach" loan-to-value ratio covenants were between 76% and 95% with a weighted average that was 90.2%. Were the lenders to adopt the valuations carried out for the purposes of these financial statements as at 31 December 2011, the weighted average loan-to-value ratio in respect of the property as security under the total debt arrangements would have been 83.3% after adjusting for cash held in bank accounts that have been restricted by lenders (see note 16).

In the event that a breach of covenant occurs or a loan matures and no satisfactory waiver, refinancing or renegotiation of terms is achieved, in general a lender can enforce its security against the relevant sub-group (although in one instance, such action could trigger a cross-default acceleration of debt repayment in another sub-group - see above), with a consequent loss of the assets in return for the extinguishment of the debt within that sub-group only. 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 Consolidated Statement of Financial Position as at 31 December 2011 and hence on the reported results of the Group for the year then ended. The impact on the net assets of the Group of the enforcement of security on individual sub-groups by lenders would depend on the respective carrying values of the assets and the debt in the sub-groups concerned. Although the Directors consider the prospect unlikely, it is uncertain whether any of the lenders will choose to enforce their security in future and, therefore, no adjustments have been made in the financial statements to reflect the possible impact of such action.

In assessing the implications of potential covenant breaches, the Directors have also considered:

·; the various cure rights that are available in relation to any breach. The principal cure rights are a potential repayment of part of the loan or the use of cash trapped within each ring fenced sub-group of companies providing the security to that bank facility to amortise the loan balance; and

·; that the lenders to each sub-group have the ability to waive any breaches of covenant in relation to their sub-group where the lenders consider it to be in their best interests. In addition, they each retain sufficient interest cover, i.e. the ratio of net rental income to interest payable. Interest cover (or, where relevant, debt service cover) as reported to the banks in the last quarter of 2011 is between 128% and 236% against breach covenants ranging from 120% to 125%.

The Company continues to work diligently alongside lenders to procure loan extensions and renegotiate terms of existing loan facilities; however, the outcome of these efforts is uncertain.

 

(b) Basis of consolidation

The consolidated financial statements comprise the financial statements of Treveria plc and its subsidiaries as at 31 December 2011. 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, except that the Group has adopted the following new and amended IFRS as of 1 January 2011:

IAS 1 Presentation of Financial Statements

The amendment is effective for financial periods on or after 1 January 2011. Early application is permitted.

The amendment clarifies that disaggregation of changes in each component of equity arising from transactions recognized in other comprehensive income also is required to be presented, but is permitted to be presented either in the statement of changes in equity or in the notes.

The adoption of this amendment did not have any impact on the financial position or the performance of the Group.

IAS 24 Related Party Disclosures

This amendment is effective for financial periods on or after 1 January 2011.

The amendment is concerning the definition of a "related party". The definition was made symmetrical which means if one entity is identified as a related party in other entity´s financial statements, then the other entity also will be a related party in the first entity´s financial statements. This removed inconsistencies in the definition. Another result of the new definition is that two entities are no longer related if one of them is under significant influence of a person and the other is under significant influence of that person´s close family or managed by that person in their capacity as key management personal. Another amendment removed references to "significant voting power" and clarified that any reference to associates and joint ventures includes the subsidiaries of those associates and joint ventures.

The adoption of this amendment did not have any impact on the financial position or the performance of the group.

IFRIC 14/ IAS 19

This amendment is effective for financial periods on or after 1 January 2011.

The amendment determinates the availability of a refund or a reduction in future contributions in accordance with the terms and conditions of the plan and any statutory requirements in the jurisdiction of the plan. An economic benefit is available if the entity can realize it at some point during the life of the plan or when the plan liabilities are settled. Available to an entity is a refund in case the entity has an unconditional right to a refund.

The adoption of this amendment did not have any impact on the financial position or the performance of the Group.

(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.

(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:

(i) 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

(ii) 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

The IASB and IFRIC have issued a number of standards and interpretations with an effective date after the date of these financial statements. The Directors have set out below only those which may have a material impact on the financial statements in future periods.

IFRS 7 Amendments to Financial Instruments

This amendment clarifies the disclosure of the amount that represents an entity´s maximum exposure to credit risk. It is required only if the carrying amount of a financial asset does not reflect such exposure already. Further amendments contain the requirement to disclose the financial effect of collateral held as security and other credit enhancements in respect of a financial instrument. This disclosure is in addition to the existing requirement to describe the existence and nature of such collateral. The amendment clarifies that the disclosure in respect of collateral taken possession off by the entity is required only in respect of such collateral held at the end of the reporting period.

This amendment is effective for annual periods beginning on or after 1 July 2011. The Directors do not expect a material impact on the financial position or the performance of the Group.

 

IFRS 9 Financial Instruments: Classification and Measurement

IFRS 9, as issued, reflects the first phase of the IASB's work on the replacement of IAS 39 and applies to classification and measurement of financial assets as defined in IAS 39. The standard is effective for annual periods beginning on or after 1 January 2015, previously 1 January 2013. The deferral of the effective date has been driven by delays in completing the hedging and impairment phases of the IAS 39 replacement project.

The Directors will quantify the effect on the Group in conjunction with other phases, when issued, to present a comprehensive picture.

IAS 1 Presentation of items of Other Comprehensive Income

Pursuant to these amendments it isrequired that an entity presents separately the items of other comprehensive income that would be reclassified to profit or loss in the future if certain conditions are met from those that would never be reclassified to profit or loss. Consequently an entity that presents items of other comprehensive income before related tax effects would also have to allocate the aggregated tax amount between these sections.

However, the amendments do not change the existing option to present profit or loss and other comprehensive income in two statements.

The effective date is 1 July 2012 and the amendments may be early applied. The Directors do not expect a material impact on the financial position or the performance of the Group.

 

IAS 27 Separate Financial Statements

In the context of the introduction of IFRS 10 the rules with regard to the control model as well as the requirements concerning consolidation are relocated from IAS 27 to IFRS 10. As a result IAS 27 will only relate to the accounting of subsidiaries, joint ventures and associated companies in the separate financial statements of a company.

This amendment is effective for annual periods beginning on or after 1 January 2013. The Directors do not expect a material impact on the financial position or the performance of the Group.

 

IAS 12 Deferred Tax on Investment Property

The amendments to IAS 12 clarify the measurement of deferred tax assets and liabilities in respect of investment property using the fair value model in accordance with IAS 40 Investment Property. Under the amendments, the measurement of deferred tax assets and liabilities is based on a rebuttable presumption that the carrying amount of the investment property will be recovered entirely through sale. The presumption can be rebutted only if the investment property is depreciable and held within a business model whose objective is to consume substantially all of the asset´s economic benefits over the life of the asset.

The amendment is effective for annual periods beginning on or after 1 January 2012. The Directors do not expect a material impact on the financial position or the performance of the Group.

 

IAS 28 Investments in Associates and Joint Ventures

On transition to IFRS 11 all joint arrangements will need to be re-assessed. Under the key changes from IAS 28 the equity method will apply to all joint ventures. Thus, the proportionate consolidation method ceases to be applicable.

IAS 28 is effective for annual periods beginning on or after 1 January 2013. The Directors do not expect a material impact on the financial position or the performance of the Group.

 

IAS 32 Offsetting Financial Assets and Financial Liabilities

In addition to the new requirements pursuant to IFRS 7 the IASB has published amendments which clarify the offsetting criteria in IAS 32 to address inconsistencies in their application. The amendments become effective on 1 January 2014. The Directors do not expect a material impact on the financial position or the performance of the Group.

 

IFRS 10 Consolidated Financial Statements

This standard introduces a new approach to determining which investees should be consolidated and therefore defines a new term of "control".

An investor controls an investee when the investor is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

Thus, the scope of consolidation may change due to these amendments. IFRS 10 is effective for annual periods beginning on or after 1 January 2013. The Directors do not expect a material impact on the financial position or the performance of the Group.

 

IFRS 11 Joint Arrangements

Pursuant to the key requirements of IFRS 11 joint arrangements are divided into two types, i.e. joint operations and joint ventures. Each type has its own accounting model. The key to determining the type of arrangement, and therefore the subsequent accounting, is the rights and obligations of the parties to the arrangement. IFRS 11 is effective for annual periods beginning on or after 1 January 2013. The Directors do not expect a material impact on the financial position or the performance of the Group.

 

IFRS 12 Disclosure of Interests in Other Entities

IFRS 12 contains new and expanded disclosure requirements for entities that have interests in subsidiaries, joint arrangements, associates and/or unconsolidated structured entities. This new standard is effective for annual periods beginning on or after 1 January 2013. The Directors do not expect a material impact on the financial position or the performance of the Group.

 

IFRS 13 Fair Value Measurement

The standard replaces existing guidance on fair value measurement in different IFRS with a single definition of fair value, a framework for measuring fair values and disclosures about fair value measurements. IFRS 13 is mandatory effective for annual periods beginning on or after 1 January 2013. The Directors do not expect a material impact on the financial position or the performance of the Group.

 

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:

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

(ii) 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 €1,334,003,000 as at 31 December 2011 was determined by the Directors. The fair value of the Group's investment properties of €1,386,382,000 as at 31 December 2010 was determined by independent valuers. Each of the valuations is based upon assumptions including future rental income, anticipated maintenance costs and the appropriate capitalisation rate. Reference is also made to market evidence of transaction prices for similar properties.

Fair value of derivatives and other financial instruments

The Group's interest rate swaps and caps are shown in these financial statements (note 22) at fair value as a liability of €10,777,000 (2010: €25,231,000) based on valuations prepared by the relevant banks. Such valuations are based on market prices, estimated future cash flows and forward rates as appropriate.

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 C

Silo D

Silo E

Silo F/K

Silo G

Silo J

Other

Total

2011

€'000

€'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.

 

Silo C

Silo D

Silo E

Silo F/K

Silo G

Silo J

Other

Total

2010

€'000

€'000

€'000

€'000

€'000

€'000

€'000

€'000

Statement of comprehensive income

 

Gross rental income

23,772

18,378

32,642

40,095

7,227

2,210

-

124,324

Direct costs

(7,213)

(3,457)

(4,772)

(7,975)

(4,289)

(2,177)

-

(29,883)

Net rental income

16,559

14,921

27,870

32,120

2,938

33

-

94,441

Profit/(loss) from disposal of investment properties

-

-

1,620

(24)

(110)

-

-

1,486

Surplus/(deficit) on revaluation of investment properties

(4,713)

3,258

34,103

36,252

3,066

1,563

-

73,529

RETT provision no longer required (net of related expenses)

-

-

-

-

-

-

37,417

37,417

Administrative expenses

(760)

(763)

(207)

(959)

(287)

(141)

(9,297)

(12,414)

Intercompany advisory fees

(1,294)

(992)

(1,928)

(1,994)

(305)

(51)

6,564

-

Operating profit

9,792

16,424

61,458

65,395

5,302

1,404

34,684

194,459

Net external finance (expense)/income

(16,025)

(11,216)

(20,306)

(26,509)

(2,985)

(9)

505

(76,545)

Intercompany finance (expense)/income

(7,809)

(3,915)

(6,150)

(11,192)

(1,590)

(745)

31,401

-

Change in fair value of derivatives

-

-

-

1,932

13

-

-

1,945

Gain on derecognition of subsidiaries

-

-

-

-

-

-

23,140

23,140

Profit/(loss) after net finance expenses

(14,042)

1,293

35,002

29,626

740

650

89,730

142,999

Effect of intercompany eliminations

9,103

4,907

8,078

13,186

1,895

796

(37,965)

-

Profit/(loss) after intercompany eliminations and before tax

(4,939)

6,200

43,080

42,812

2,635

1,446

51,765

142,999

Funds from operations *

(2,050)

1,827

5,300

2,537

(647)

(263)

(1,830)

4,874

Statement of financial position

 

Investment properties at valuation

-

260,985

505,280

532,155

74,755

13,207

-

1,386,382

Other assets

-

10,884

12,299

16,449

17,594

13,528

56,788

127,542

Total assets

-

271,869

517,579

548,604

92,349

26,735

56,788

1,513,924

Interest-bearing loans and borrowings

-

(217,974)

(427,419)

(431,150)

(42,842)

-

-

(1,119,385)

Other liabilities

-

(77,227)

(120,288)

(238,163)

(51,814)

(27,140)

404,301

(110,331)

Total liabilities

-

(295,201)

(547,707)

(669,313)

(94,656)

(27,140)

404,301

(1,229,716)

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

-

(23,332)

(30,128)

(120,709)

(2,307)

(405)

461,089

284,208

Effect of intercompany eliminations

-

69,812

104,837

197,657

27,911

14,258

(414,475)

-

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

-

46,480

74,709

76,948

25,604

13,853

46,614

284,208

 

5. Revenue and profit from disposal of investment properties

Group

Year ended

Year ended

31 December

31 December

2011

2010

€000

€000

Gross disposal proceeds

23,825

11,045

Book value of properties disposed

(23,250)

(9,045)

Other disposal costs

(13)

(514)

562

1,486

 

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 December

31 December

31 December

31 December

2011

2010

2011

2010

€000

€000

€000

€000

Service charge expenditure

17,688

27,559

-

-

Service charge income

(11,700)

(18,406)

-

-

Irrecoverable service charges

5,988

9,153

-

-

Property management fee

4,034

6,795

-

-

Asset management fee

-

-

279

303

Ground rent/lease charges

3,416

4,123

-

-

Other property costs

6,879

9,812

-

-

20,317

29,883

279

303

 

Administrative expenses

Group

Company

Year ended

Year ended

Year ended

Year ended

31 December

31 December

31 December

31 December

2011

2010

2011

2010

€000

€000

€000

€000

Audit fee

416

429

416

404

Directors' fees

313

339

313

339

Directors' expenses

7

42

7

42

Net foreign exchange loss

14

129

9

13

Bank fees

209

295

4

4

Staff costs (see note 7)

5,153

4,320

-

-

Legal and professional fees and other administrative costs

 

5,669

 

6,860

 

160

 

1,278

11,781

12,414

909

2,080

Included in administrative expenses is €975,000 (2010: €1,820,000) of fees receivable by the auditors and their associates in respect of other non-audit services. €41,000 (2010: €498,000) relates to services provided in prior periods.

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

7. Staff costs and numbers

 

Group

Year ended

Year ended

31 December

31 December

2011

2010

€000

€000

Wages and salaries

4,585

3,830

Social security costs

485

411

Other employment costs

83

79

5,153

4,320

The average number of persons employed by the Group during the year was 57 (2010: 46).

 

8. Finance revenue and expense

Group

Company

Year ended

Year ended

Year ended

Year ended

31 December

31 December

31 December

31 December

2011

2010

2011

2010

€000

€000

€000

€000

Bank interest receivable

423

986

423

578

Finance revenue

423

986

423

578

Bank loan interest payable

(50,708)

(74,530)

-

-

Amortisation of capitalised finance charges

 

(4,237)

 

(2,928)

 

-

 

-

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

 

 

(250)

 

 

-

 

 

-

 

 

-

Loss on termination of swap arrangements on disposal of investment properties

 

 

-

 

 

(73)

 

 

-

 

 

-

Other interest payable

(50)

-

-

-

Finance expense

(55,245)

(77,531)

-

-

(54,822)

(76,545)

423

578

Change in fair value of derivative instruments (note 22)

 

14,280

 

1,945

 

-

 

-

Net finance revenue/(expense)

(40,542)

(74,600)

423

578

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 €40,120,000 (2010: €36,792,000). 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 December

31 December

2011

2010

€000

€000

Current income tax

Current income tax charge

2,448

373

Tax charge relating to disposal of investment properties

89

235

2,537

608

Deferred tax

Relating to origination and reversal of temporary differences

(4,213)

10,993

Income tax charge reported in the Statement of comprehensive income

 

(1,676)

 

11,601

 

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 €2,537,000 (2010: €608,000) represents tax charges on profits arising in Germany, that is subject to corporate income tax of 15.825% (2010: 15.825%). The effective income tax rate for the year differs from the standard rate of corporation tax in Germany; the differences are explained below:

 

Year ended

Year ended

31 December

31 December

2011

2010

€000

€000

Profit/(loss) before tax

(14,682)

142,999

Other comprehensive income

--(50)

69

Total comprehensive income for the year

(14,732)

143,068

Total comprehensive income before tax multiplied

by rate of corporation tax in Germany of 15.825% (2010: 15.825%)

(13,603)

22,640

Effects of:

German trade tax

 

753

-

Different rates of tax in other countries

93

(369)

Income exempt from tax

-

(20,144)

Expenses deductible for tax purposes

Expenses not deductible for tax purposes

-

507

(5,058)-

Tax losses carried forward

-

3,539

Deferred tax liability recognized

Changes in value adjustments for deferred taxes

Losses not deductible for tax purposes

Taxes relating to different accounting periods

-

11,960

303

(1,689)

10,993---

Total income tax (credit) / charge in the statement of comprehensive income (as above)

(1,676)

11,601

 

Deferred tax liability

2011

2010

€000

€000

As at 1 January

18,084

7,174

Released in respect of property disposals

(1,758)

-

Effect of derecognition of subsidiaries

-

(83)

Revaluation of investment properties to fair value

(2,446)

10,993

Balance as at 31 December

13,880

18,084

 

The Group has tax losses of €130 million (2010: €90 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 €26million 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. Earnings per share

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

2011

2010

€000

€000

Earnings

Earnings for the purpose of basic and diluted earnings per share

(Loss)/profit for the year attributable to the equity holders of the parent company

(13,006)

131,273

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

 

 

 

18,780

 

 

 

(126,216)

Adjusted earnings

5,774

5,057

Number of shares

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

 

605,310,384

 

606,726,891

Weighted average effect of dilutive share options*

-

862,500

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

 

605,310,384

 

607,589,391

Basic (loss)/earnings per share

(2.14)c

21.64c

Diluted (loss)/earnings per share

(2.14)c

21.61c

Adjusted earnings per share

0.95c

0.83c

* The share options in issue have not been included in the calculation of the diluted earnings per share for the year ended 31 December 2011 as they are antidilutive and would decrease the loss per share.

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 gain on derecognition of subsidiaries, net of related tax.

11. Net assets per share

2011

2010

€000

€000

Net assets

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

270,892

284,208

Deferred tax arising on revaluation surpluses

13,880

18,084

Derivative financial instruments

10,777

25,231

Adjusted net assets attributable to equity holders of the parent company

 

295,549

 

327,523

Number of shares

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

605,008,809

607,068,809

Net assets per share

44.77c

46.82c

Adjusted net assets per share

48.85c

53.95c

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:

2011

2010

€000

€000

Investment properties at market value

1,334,004

1,386,382

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)

 

 

30,611

 

 

32,099

Adjustment in respect of rent free periods

(1,059)

(631)

1,363,556

1,417,850

Less reclassified property held for disposal (see note 14)

(38,865)

(5,780)

1,324,691

1,412,070

 

All properties were valued as at 31 December 2011 by the Board of Directors and as at 31 December 2010 by DTZ Debenham Tie Leung Limited, Chartered Surveyors, acting in the capacity of external valuers.

All properties were valued individually on the basis of market value as defined in the RICS Valuation Standards. The market value of the properties was primarily derived using comparable recent market transactions on arm's length terms. The aggregate portfolio value equates to a multiplier of 13.39 (2010:13.92).

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.

All valuations were carried out in accordance with the RICS Valuation Standards.

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

2011

2010

€000

€000

Total investment properties at market value per as at 1 January

1,386,382

1,839,829

Additions and subsequent expenditure

8,619

2,449

Disposals

(23,250)

(9,045)

Derecognition of Silo C

-

(520,380)

(Deficit)/surplus on revaluation of investment properties

(37,747)

73,529

Total investment properties at market value as at 31 December

1,334,004

1,386,382

 

13. Investments in subsidiaries

The Company's investments in subsidiaries are as follows:

2011

2010

€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 at December 31, 2011 the Group held eight properties (2010: two) that were notarised for sale to third parties. The assessed fair value of these properties as of December 31, 2011 was € 38,865,000.

As set out in Note 32 Events after the reporting date, two of the eight properties were disposed of by the end of February 2012, realising net €5,890,000 after taking into account attributable expenses.

15. Trade and other receivables

Group

Company

2011

2010

2011

2010

€000

€000

€000

€000

Trade receivables

6,144

7,065

24

20

Other receivables

5,040

6,574

-

-

11,184

13,639

24

20

 

As at 31 December 2011, trade receivables at nominal value of €9,148,000 (2010: €7,240,000) were impaired and fully provided for.

Movements in the provision for impairment of receivables were as follows:

2011

2010

Total individually impaired

€000

€000

As at 1 January

7,240

14,388

Charge for the year

2,960

5,499

Effect of derecognition of subsidiaries

-

(11,444)

Utilised

(1,052)

(1,203)

As at 31 December

9,148

7,240

 

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

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

2010

Gross trade receivables

 

14,305

 

4,658

 

978

 

552

 

8,117

Provision for impairment

 

(7,240)

 

-

 

(72)

 

-

 

(7,168)

Net of provision

7,065

4,658

906

552

949

Included in the Group's trade receivables are amounts of €3,539,000 (2010: €2,407,000) which are past due as at year end and for which the Group has not made a provision as the amounts are still considered recoverable because there has not been a significant change in the credit quality.

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

2011

2010

2011

2010

€000

€000

€000

€000

Cash at banks and in hand

65,943

79,393

33,323

49,154

65,943

79,393

33,323

49,154

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 €65,943,000 (2010: €79,393,000).

As at 31 December 2011, €13,830,000 (2010: €23,596,000) is held in blocked accounts. This is where rents received, in the ordinary course of business, are deposited at banks pending the quarterly interest payment dates and, subject to the financial covenant tests, any net surplus is returned to the Group.

Within this balance at 31 December 2011, €13,468,000 (2010: €15,494,000) 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

2011

2010

2011

2010

€000

€000

€000

€000

Trade payables

6,198

6,087

31

2

Accrued operating expenses

4,295

8,094

565

1,128

Accrued interest

8,116

11,173

-

-

Other payables

1,545

1,543

-

-

20,154

26,897

596

1,130

 

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

2011

2010

2011

2010

€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. 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 2011 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 possible liability for RETT to be €39,900,000. 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 2010: €32,000,000) - see note 30.

19. Interest-bearing loans and borrowings

Group

Effective

interest rate

2011

2010

 %

Maturity

€000

€000

Current

Deutsche Bank and Citigroup loan

- second facility

4.79

20 July 2011

-

218,334

Deutsche Bank and Citigroup loan

- second facility

Floating

20 July 2012

211,221

-

ABN Amro loan

4.76

15 July 2011

-

385,204

ABN Amro loan

Floating - capped

 

15 July 2012

 

418,142

 

42,800

Eurohypo loan

Floating - swapped

 

25 July 2012

 

391,507

 

391,507

Eurohypo loan

Floating - capped

 

25 July 2012

 

32,317

 

41,797

JPMorgan loan

Floating - swapped

19 November 2012

 

40,467

 

-

Capitalised finance charges on all loans

 

(3,884)

 

(3,521)

1,089,770

1,076,121

Non-current

JPMorgan loan

Floating - swapped

 19 November 2012

 

-

 

43,651

Capitalised finance charges

-

(387)

-

43,264

Total

1,089,770

1,119,385

The borrowings are repayable as follows:

On demand or within one year

1,089,770

1,076,121

In the second year

-

43,264

Total

1,089,770

1,119,385

 

During the year the borrowing costs of €0 (2010: €0) were capitalized.

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 €7,113,000 (2010: €3,493,000) were repaid arising from amortisations due under the loan agreement, resulting in a balance at the end of the year of €211,221,000 (2010: €218,334,000). Until the original maturity date of 20 July 2011, the effective interest rate on this loan was 4.79% per annum payable quarterly in arrears. With effect from 21 July 2011, interest on this loan is floating at a rate based on Euribor and is payable quarterly in arrears. The loan amortises by 1.5% per annum with a final repayment due on 20 July 2012. 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.

ABN Amro N.V. (Silo E)

During the year amounts of €9,862,000 (2010: €7,729,000) were repaid arising from proceeds of disposal of investment property and other prepayments due under the loan agreement, resulting in a balance at the end of the year of €418,142,000 (2010: €428,004,000). Until the original maturity date of 15 July 2011, interest on 90% of the loan was fixed at a weighted average interest rate of 4.76% per annum, with interest on the remaining 10% floating at a rate based on Euribor, but capped at 5.35% per annum by means of an interest rate cap. Interest was payable quarterly in arrears. With effect from 16 July 2011, interest on this loan is floating at a rate based on Euribor and is payable quarterly in arrears. The loan amortises by amounts up to 1.6% per annum with a final repayment due on 15 July 2012. The loan is secured over the assets and the undertakings of companies within the relevant sub-group.

Eurohypo AG (Silo F/K)

During the year amounts of €9,480,000 (2010: €8,551,000) were repaid arising from amortisations and other prepayments due under the loan agreement, resulting in a balance at the end of the year of €423,824,000 (2010: €433,304,000). Interest on approximately 92% of the loan is fixed at a weighted average interest rate of 6.05% per annum by means of interest rate swaps, with interest on the remaining approximately 8% floating at a rate based on Euribor, but capped at 6.25% per annum by means of an interest rate cap. Interest is payable quarterly in arrears. The loan amortises by increasing amounts up to 1.75% per annum with a final repayment due on 25 July 2012. 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.

JPMorgan plc (Silo G)

During the year amounts of €3,184,000 (2010: €3,321,000) were repaid arising from proceeds of disposal of investment property, resulting in a balance at the end of the year of €40,467,000 (2010: €43,651,000). The interest rate on this loan is fixed at a weighted average interest rate of 5.46% per annum by means of an interest rate swap and is payable quarterly in arrears. The loan is not amortising and is repayable on 19 November 2012. The loan is secured over the assets and the undertakings of companies within the relevant sub-group.

20. Finance lease obligations

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

2011

2010

Minimum

Present value of

Minimum

Present value of

lease

minimum lease

lease

minimum lease

payments

payments

payments

payments

€000

€000

€000

€000

Within one year

3,356

3,166

3,372

3,181

In the second to fifth years inclusive

12,640

10,968

12,997

11,283

After more than five years

30,899

16,477

33,217

17,635

Total minimum lease payments

46,895

30,611

49,586

32,099

Less amounts representing finance charges

(16,284)

-

(17,487)

-

Present value of minimum lease payments

30,611

30,611

32,099

32,099

Current liabilities

-

3,166

-

3,181

Non-current liabilities

-

27,445

-

28,918

Present value of minimum lease payments

-

30,611

-

32,099

 

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 enters 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.

A breach of loan-to-value ratio covenant would occur if the ratio of the loan amount drawn under a particular facility were to rise above a set percentage of the adopted valuation of the portfolio providing security under that loan facility. The ratio would be calculated on the basis of an externally prepared valuation by a suitably qualified valuer addressed to the finance parties providing that loan. The calculation is not based on the valuation prepared by the Group's valuers unless that valuation is also addressed to the finance parties following a separate instruction. At the date of the approval of the financial statements the valuations prepared for the financial statements as at 31 December 2011 have not been adopted by any lenders. Certain of the Group's lenders have requested or indicated that they may request new valuations, but these have not been completed. Consequently, as yet, no actual breaches of covenants have been called by the lenders arising from these valuation processes.

Should valuations be called for, nothing has come to the attention of the Directors to indicate that satisfactory arrangements will not be made with the lenders. Each facility also has to meet interest cover or debt service cover ratio tests. In the event that a breach occurs in the foreseeable future and no satisfactory waiver or renegotiation of terms is obtained, the risk remains that a lender could enforce its security against the assets of the relevant sub-group, with a consequent loss of net equity within that sub-group only and in one instance, it could trigger a cross default acceleration in another sub-group.

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 2011 and 2010 based on contractual undiscounted payments.

 

Minimum lease

payments

Bank

due under

Trade and

loans

Derivatives

finance leases

other payables

Total

2011

€000

€000

€000

€000

€000

Undiscounted amounts payable in:

- under one year

1,117,397

11,253

3,356

20,154

1,152,160

- one to two years

-

-

3,337

-

3,337

- two to five years

-

-

9,303

-

9,303

- more than five years

 

-

 

-

 

30,899

 

-

 

30,899

1,117,397

11,253

46,895

20,154

1,195,699

 

Minimum lease

payments

Bank

due under

Trade and

loans

Derivatives

finance leases

other payables

Total

2010

€000

€000

€000

€000

€000

Undiscounted amounts payable in:

- under one year

1,121,758

24,981

3,372

26,897

1,177,008

- one to two years

45,770

1,375

3,372

-

50,517

- two to five years

-

-

9,625

-

9,625

- more than five years

 

-

 

-

 

33,217

 

-

 

33,217

1,167,528

26,356

49,586

26,897

1,270,367

 

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

2011

€000

 €000

€000

 €000

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)

 

 

Within 1

1-2

2-3

year

years

years

Total

2010

 €000

€000

 €000

 €000

Fixed rate

Deutsche Bank and Citigroup loan

- second facility

(218,334)

-

-

(218,334)

ABN Amro loan

(385,204)

-

-

(385,204)

Floating rate

Cash and short-term deposits

79,393

-

-

79,393

Derivative financial instruments

(23,856)

(1,375)

-

(25,231)

ABN Amro loan - capped

(42,800)

-

-

(42,800)

Eurohypo loan - swapped

(391,507)

-

-

(391,507)

Eurohypo loan - capped

(41,797)

-

-

(41,797)

JPMorgan loan - swapped

-

(43,651)

-

(43,651)

 

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, of the Group's profit 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

2011

Euribor

+100

2,228

Euribor

-100

(2,245)

2010

Euribor

+100

6,944

Euribor

-100

(7,008)

 

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 2011, the weighted average loan-to-value ratio, calculated from the financial statements, was 84% (2010: 80.9%) and overall interest cover was 148 (2010: 127).

The Group is not subject to any externally imposed capital requirements.

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

2011

2011

Carrying amount

Fair value

Carrying amount

Fair value

€000

€000

€000

€000

Financial assets

Cash and short-term deposits

65,943

65,943

33,323

33,323

Trade and other receivables

11,184

11,184

24

24

Amounts due from subsidiaries

-

-

170,301

170,301

Financial liabilities

Trade and other payables

20,154

20,154

596

596

Interest-bearing loans and borrowings:

- floating rate loans capped

450,459

450,459

-

-

- floating rate loans swapped into fixed rates

 

431,974

 

431,974

 

-

 

-

- fixed rate loans

-

-

-

-

Derivative financial instruments

10,777

10,777

-

-

Finance leases

30,611

30,611

-

-

 

Group

Company

2010

2010

Carrying amount

Fair value

Carrying amount

Fair value

€000

€000

€000

€000

Financial assets

Cash and short-term deposits

79,393

79,393

49,154

49,154

Trade and other receivables

13,639

13,639

20

20

Amounts due from subsidiaries

-

-

235,914

235,914

Financial liabilities

Trade and other payables

26,897

26,897

1,130

1,130

Interest-bearing loans and borrowings:

- floating rate loans capped

84,597

84,597

-

-

- floating rate loans swapped into fixed rates

435,158

435,158

-

-

- fixed rate loans

603,538

616,101

-

-

Derivative financial instruments

25,231

25,231

-

-

Finance leases

32,099

32,099

-

-

 

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

2011

2010

€000

€000

As at 1 January

25,231

27,386

Disposals

(174)

 (210)

Change in fair value of derivative financial instruments

(14,280)

(1,945)

10,777

25,231

Current liabilities

10,777

23,856

Non-current liabilities

-

1,375

10,777

25,231

 

Fair value hierarchy

The following table shows an analysis of the financial instruments recognised in the Statement of financial position at fair value by the level of the fair value hierarchy as explained below:

Level 1

Level 2

Level 3

Total fair value

2011

€000

€000

€000

€000

Derivatives

-

10,777

-

10,777

2010

Derivatives

-

25,231

-

25,231

 

Explanation of the fair value hierarchy:

·; Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measured date;

·; Level 2 - use of a model with inputs (other than quoted prices included in Level 1) that are directly or indirectly observable market data; and

·; Level 3 - use of a model with inputs that are not based on observable market data.

23. Issued capital

Number

 Share capital

Authorised

of shares

Ordinary shares of €0.01 each

As at 31 December 2011 and 2010

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 2009

603,468,809

6,034,688

Issue of shares (see note 25)

3,600,000

36,000

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

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 year 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 (2010: €1,088,000).

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 €196,182,000 (2010: €277,057,000).

25. Equity-settled share-based payments

During the year ended 31 December 2010, the Company established the Treveria Employee Benefit Trust (the "Trust") for the benefit of certain executives. During that period 3,600,000 ordinary shares were issued and allotted to the Trust at par and shown in Equity in Own shares held. Those shares were transferred to these executives evenly over periods of 12 and 24 months respectively, at which time:

·; 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.

During the year ended 31 December 2011, no further shares were allotted to the Trust.

An administrative expense of €49,500 (2010: €289,000), as a result of the current period transactions has been recognised in the Statement of Comprehensive Income.

26. Dividends

Group

Company

2011

2010

2011

2010

€000

€000

€000

€000

Ordinary dividends paid

Special dividend of 4.00c per share declared on 11 January 2010 and paid on 19 February 2010

 

 

-

 

 

24,234

 

 

-

 

 

24,234

-

24,234

-

24,234

 

27. Group entities

Country

Field

Ownership

Type of

 

Names of subsidiaries

of incorporation

of activity

interest

share held

 

Held by the Company

 

Treveria Holdings Limited

Isle of Man

Intermediate holding company

100%

Ordinary

 

Treveria Asset Management Limited

England and Wales

Asset management

100%

Ordinary

 

Held by Treveria Holdings Limited

 

Treveria Properties Limited

Isle of Man

Intermediate holding company

100%

Ordinary

 

Held by Treveria Asset Management Limited

 

Treveria Asset Management GmbH

Germany

Asset management

100%

Ordinary

 

Held by Treveria Properties Limited

 

Treveria D S.à r.l.

Luxembourg

Holding company

100%

Ordinary

 

Treveria E S.à r.l.

Luxembourg

Holding company

100%

Ordinary

 

Treveria F S.à r.l.

Luxembourg

Holding company

100%

Ordinary

 

Treveria G S.à r.l.

Luxembourg

Holding company

100%

Ordinary

 

Treveria H S.à r.l.

Luxembourg

Holding company

100%

Ordinary

 

Treveria J S.à r.l.

Luxembourg

Holding company

100%

Ordinary

 

Treveria K S.à r.l.

Luxembourg

Holding company

100%

Ordinary

 

Treveria L S.à r.l.

Luxembourg

Holding company

100%

Ordinary

 

Treveria M S.à r.l.

Luxembourg

Holding company

100%

Ordinary

 

Held by Treveria D S.à r.l.

 

Treveria Vermögensverwaltungsgesellschaft

 

Neunkirchen GmbH

Germany

Property investment

100%

Ordinary

 

Treveria Vermögensverwaltungsgesellschaft

 

Solingen GmbH

Germany

Property investment

100%

Ordinary

 

Treveria Vermögensverwaltungsgesellschaft

 

Worms GmbH

Germany

Property investment

100%

Ordinary

 

DD Immobilie Citytreff Ratingen GmbH

Germany

Property investment

100%

Ordinary

 

Treveria Vermögensverwaltungsgesellschaft

 

Kempten GmbH

Germany

Property investment

100%

Ordinary

 

Treveria Vermögensverwaltungsgesellschaft

 

Pforzheim GmbH

Germany

Property investment

100%

Ordinary

 

Treveria Vermögensverwaltungsgesellschaft

 

Zehdenick GmbH

Germany

Property investment

100%

Ordinary

 

Treveria eins VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria zwei VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria drei VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria vier VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria fünf VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria sechs VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria sieben VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria acht VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria neun VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria zehn VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria elf VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria zwölf VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria dreizehn VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria vierzehn VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria fünfzehn VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria sechszehn VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria siebzehn VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria achtzehn VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria neunzehn VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria zwanzig VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria einundzwanzig VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria zweiundzwanzig VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria dreiundzwanzig VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria vierundzwanzig VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria fünfundzwanzig VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria sechsundzwanzig VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria siebenundzwanzig VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria achtundzwanzig VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria neunundzwanzig VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria dreißig VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria einunddreißig VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria zweiunddreißig VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria dreiunddreißig VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria vierunddreißig VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria fünfunddreißig VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria sechsunddreißig VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria siebenunddreißig VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria achtunddreißig VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria neununddreißig VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria vierzig VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Erste VV GmbH

Germany

Property investment

100%

Ordinary

 

Held by Treveria E S.à r.l.

 

DDT Zweite VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Dritte VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Vierte VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Fünfte VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Neunte VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Zehnte VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Elfte VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Dreizehnte VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Vierzehnte VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Sechsundzwanzigste VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Siebenundzwanzigste VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Neunundzwanzigste VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Zweiunddreißigste VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Dreiunddreißigste VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Vierunddreißigste VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Fünfundreißigste VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Neunzehnte VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Zwanzigste VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Sechste VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Sechszehnte VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Siebzehnte VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Achtzehnte VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Zwölfte VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Achte VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Dreiundzwanzigste VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Fünfundzwanzigste VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Vierzigste VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Neununddreißigste VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Achtundzwanzigste VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Einundvierzigste VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Zweiundvierzigste VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Dreiundvierzigste VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Vierundvierzigste VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Fünfundvierzigste VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Sechsundvierzigste VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Siebenundvierzigste VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Dreißigste VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Solingen B.V.

Netherlands

Property investment

100%

Ordinary

 

Held by Treveria F S.à r.l.

 

DDT Fünfzehnte VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Düren B.V.

Netherlands

Property investment

100%

Ordinary

 

Marba Pump B.V.

Netherlands

Property investment

100%

Ordinary

 

DDT Fünfzigste VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Fifty one VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Vierundzwanzigste VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Siebente VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Garbsen B.V.

Netherlands

Property investment

100%

Ordinary

 

DDT Sechsunddreißigste VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Siebenunddreißigste VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Einunddreißigste VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Zweiundzwanzigste VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Achtunddreißigste VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Achtundvierzigste VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Neunundvierzigste VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Fifty two VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Fifty three VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Fifty four VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Fifty five VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Fifty six VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Fifty seven VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Fifty nine VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Sixty one VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Sixty two VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Sixty three VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Seventy VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria One S.à r.l.

Luxembourg

Property investment

100%

Ordinary

 

Treveria Two S.à r.l.

Luxembourg

Property investment

100%

Ordinary

 

Treveria Three S.à r.l.

Luxembourg

Property investment

100%

Ordinary

 

Treveria Four S.à r.l.

Luxembourg

Property investment

100%

Ordinary

 

Dawnay Day Treveria One B.V.

Netherlands

Property investment

100%

Ordinary

 

Dawnay Day Treveria Two B.V.

Netherlands

Property investment

100%

Ordinary

 

Dawnay Day Treveria Three B.V.

Netherlands

Property investment

100%

Ordinary

 

Dawnay Day Treveria Four B.V.

Netherlands

Property investment

100%

Ordinary

 

Treveria Sixteen S.à r.l.

Luxembourg

Property investment

100%

Ordinary

 

Treveria Seventeen S.à r.l.

Luxembourg

Property investment

100%

Ordinary

 

Treveria Eighteen S.à r.l.

Luxembourg

Property investment

100%

Ordinary

 

Treveria Nineteen S.à r.l.

Luxembourg

Property investment

100%

Ordinary

 

Treveria Twenty S.à r.l.

Luxembourg

Property investment

100%

Ordinary

 

Treveria Twenty One S.à r.l.

Luxembourg

Property investment

100%

Ordinary

 

Treveria Twenty Six S.à r.l.

Luxembourg

Property investment

100%

Ordinary

 

Treveria Twenty Seven S.à r.l.

Luxembourg

Property investment

100%

Ordinary

 

Treveria Twenty Nine S.à r.l.

Luxembourg

Property investment

100%

Ordinary

 

Treveria Thirty S.à r.l.

Luxembourg

Property investment

100%

Ordinary

 

Treveria Thirty One S.à r.l.

Luxembourg

Property investment

100%

Ordinary

 

Treveria Thirty Four S.à r.l.

Luxembourg

Property investment

100%

Ordinary

 

DDT Seventy VV GmbH & Co. Frankenthal KG

Germany

Property investment

94.9%

Ordinary

 

DDT Seventy one VV GmbH

Germany

Property investment

99.7%

Ordinary

 

DDT Seventy three VV GmbH

Germany

Property investment

99.7%

Ordinary

 

DDT Seventy four VV GmbH

Germany

Property investment

99.7%

Ordinary

 

DDT Seventy five VV GmbH

Germany

Property investment

99.7%

Ordinary

 

HIDD Wilhelmshaven B.V.

Netherlands

Property investment

99.7%

Ordinary

 

HIDD Marl B.V.

Netherlands

Property investment

99.7%

Ordinary

 

Held by Treveria G S.à r.l.

DDT Prime Verwaltungs GmbH

Germany

Property investment

100%

Ordinary

Treveria Six S.à r.l.

Luxembourg

Property investment

100%

Ordinary

Treveria Seven S.à r.l.

Luxembourg

Property investment

100%

Ordinary

Treveria Eight S.à r.l.

Luxembourg

Property investment

100%

Ordinary

Treveria Nine S.à r.l.

Luxembourg

Property investment

100%

Ordinary

Treveria Ten S.à r.l.

Luxembourg

Property investment

100%

Ordinary

Treveria Eleven S.à r.l.

Luxembourg

Property investment

100%

Ordinary

Treveria Twelve S.à r.l.

Luxembourg

Property investment

100%

Ordinary

Treveria Thirteen S.à r.l.

Luxembourg

Property investment

100%

Ordinary

Treveria Fourteen S.à r.l.

Luxembourg

Property investment

100%

Ordinary

Treveria Fifteen S.à r.l.

Luxembourg

Property investment

100%

Ordinary

DDT Prime GmbH & Co. Objekt Brühl KG

Germany

Property investment

100%

Ordinary

DDT Prime GmbH & Co. Objekt Passau KG

Germany

Property investment

100%

Ordinary

DDT Prime GmbH & Co. Objekt Freising I KG

Germany

Property investment

100%

Ordinary

DDT Prime GmbH & Co. Objekt Nordhorn KG

Germany

Property investment

100%

Ordinary

DDT Prime GmbH & Co. Objekt Cloppenburg KG

Germany

Property investment

100%

Ordinary

DDT Prime GmbH & Co. Objekt Hamburg Wandsbek KG

Germany

Property investment

100%

Ordinary

DDT Prime GmbH & Co. Objekt Aschaffenburg KG

Germany

Property investment

100%

Ordinary

DDT Prime GmbH & Co. Objekt Köln II KG

Germany

Property investment

100%

Ordinary

DDT Prime GmbH & Co. Objekt Freising II KG

Germany

Property investment

100%

Ordinary

DDT Prime GmbH & Co. Objekt Bochum KG

Germany

Property investment

100%

Ordinary

DDT Prime GmbH & Co. Objekt Köln III KG

Germany

Property investment

100%

Ordinary

Held by Treveria H S.à r.l.

DDT Einundzwanzigste VV GmbH

Germany

Property investment

100%

Ordinary

DDT Sixty VV GmbH

Germany

Property investment

100%

Ordinary

DDT Sixty nine VV GmbH

Germany

Property investment

100%

Ordinary

Dawnay Day Treveria Ten B.V.

Netherlands

Property investment

100%

Ordinary

DDT Sixty nine VV GmbH & Co. CBC KG

Germany

Property investment

94.9%

Ordinary

Held by Treveria J S.à r.l.

Treveria Twenty Two S.à r.l.

Luxembourg

Property investment

100%

Ordinary

Treveria Twenty Three S.à r.l.

Luxembourg

Property investment

100%

Ordinary

Treveria Twenty Four S.à r.l.

Luxembourg

Property investment

100%

Ordinary

Treveria Twenty Five S.à r.l.

Luxembourg

Property investment

100%

Ordinary

DDT Prime GmbH & Co Objekt Darmstadt KG

Germany

Property investment

100%

Ordinary

DDT Prime GmbH & Co Objekt Frechen KG

Germany

Property investment

100%

Ordinary

DDT Prime GmbH & Co Objekt Gelsenkirchen KG

Germany

Property investment

100%

Ordinary

DDT Prime GmbH & Co Objekt Pirmasens KG

Germany

Property investment

100%

Ordinary

DDT Prime GmbH & Co Objekt Remscheid KG

Germany

Property investment

100%

Ordinary

DDT Prime GmbH & Co Objekt Siegen KG

Germany

Property investment

100%

Ordinary

Held by Treveria K S.à r.l.

Dawnay Day Treveria Five B.V.

Netherlands

Property investment

100%

Ordinary

Dawnay Day Treveria Seven B.V.

Netherlands

Property investment

100%

Ordinary

Dawnay Day Treveria Eight B.V.

Netherlands

Property investment

100%

Ordinary

Dawnay Day Treveria Nine B.V.

Netherlands

Property investment

100%

Ordinary

Treveria Thirty Two S.à r.l.

Luxembourg

Property investment

100%

Ordinary

Treveria Thirty Three S.à r.l.

Luxembourg

Property investment

100%

Ordinary

Treveria Thirty Eight S.à r.l.

Luxembourg

Property investment

100%

Ordinary

Held by Treveria L S.à r.l.

 

Treveria Five S.à r.l.

Luxembourg

Property investment

100%

Ordinary

 

Treveria Twenty Eight S.à r.l.

Luxembourg

Property investment

100%

Ordinary

 

Treveria Forty One S.à r.l.

Luxembourg

Property investment

100%

Ordinary

 

Treveria Forty Three S.à r.l.

Luxembourg

Property investment

100%

Ordinary

 

Treveria Forty Four S.à r.l.

Luxembourg

Property investment

100%

Ordinary

 

DDT Sixty four VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Sixty five VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Sixty six VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Sixty seven VV GmbH

Germany

Property investment

100%

Ordinary

 

DDT Sixty eight VV GmbH

Germany

Property investment

100%

Ordinary

 

Treveria Thirty Five S.à r.l.

Luxembourg

Property investment

100%

Ordinary

 

Treveria Thirty Six S.à r.l.

Luxembourg

Property investment

100%

Ordinary

 

Treveria Thirty Seven S.à r.l.

Luxembourg

Property investment

100%

Ordinary

 

Treveria Thirty Nine S.à r.l.

Luxembourg

Property investment

100%

Ordinary

 

Treveria Forty S.à r.l.

Luxembourg

Property investment

100%

Ordinary

 

Treveria Forty Two S.à r.l.

Luxembourg

Property investment

100%

Ordinary

 

Treveria Forty Five S.à r.l.

Luxembourg

Property investment

100%

Ordinary

 

 

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.

Terms and conditions of transactions with subsidiaries

The amounts due from subsidiaries to the Company of €700,817,000 (2010: €646,124,000), before provisions for impairment, are interestbearing and repayable not before 31 December 2015. During the year the Company recorded an increase in the impairment charge amounting to €12,321,000 (2010: write back €136,033,000) resulting in a year end impairment balance of €351,132,000 (2010: €338,811,000) in amounts due from subsidiaries as a result of the change in net asset value of the underlying subsidiaries following the revaluation of the Group's properties. The interest charge on the loans is based on a rate that relates to the underlying performance of the subsidiaries and amounts to €40,120,000 (2010: €36,792,000). 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. The net amounts after impairment and the adjustment for interest shown in the Company Statement of financial position for amounts due from subsidiaries is €237,854,000 (2010: €235,914,000).

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

Key management personnel compensation

Fees paid to persons or entities considered to be key management personnel of the Group include:

2011

2010

€000

€000

Directors' fees

313

339

Fees payable to key management of subsidiary companies

1,124

1,270

Expense in relation to the Treveria Employee Benefit Trust (see note 25)

 

50

 

289

 

The Company has entered into a letter of appointment with each of its Directors. Each letter provides for the Director to act as a Non Executive Director of the Company and each appointment is terminable by six months' notice in writing by either party. Each Director has given a confidentiality undertaking that is without limit in time.

Christopher Lovell and David Parnell were each entitled to an annual fee of €50,000. Yossi Raucher and Rolf Elgeti were entitled to an annual fee of €130,000.

Nicholas Cournoyer has agreed not to receive any remuneration

Eitan Milgram and Jeffrey Strong are each entitled to an annual fee of €50,000 but have waived their fees from 1 October 2011.

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

Year ended

Year ended

31 December

31 December

2011

2010

Rolf Elgeti

130,000

50,000

Nicholas Cournoyer

-

-

Christopher Lovell

50,000

50,000

Eitan Milgram

34,409

-

David Parnell*

50,000

57,500

Jeffrey Strong

37,500

50,000

Michael Neubürger

-

1,507

Yossi Raucher

10,833

130,000

Total

312,742

339,007

* The remuneration of David Parnell in 2010 is inclusive of VAT.

 

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

As at 31 December 2011 the Group had no notarised transactions (2010: none) for completion after the year end for the acquisition of investment properties.

The Company has given guarantees of payment of annual rents of €176,000 (2010: €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 €39,900,000 (2010: €32,000,000) 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:

2011

2010

€000

€000

Less than one year

91,224

92,274

Between one and five years

235,898

268,215

More than five years

97,552

121,063

424,674

481,552

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

 

Disposal of investment properties

As at 31 December 2011, the Group held eight investment properties that were notarised for sale to third parties. The assessed fair value of these properties as at 31 December 2011 was €38,865,000. Two of the eight properties were disposed of by 29 May 2012, realising net €5,890,000 after taking into account attributable expenses. So far in 2012, a further five investment properties have been notarised for sale, which should generate proceeds of €25,440,000.

At the date of this report, the consolidated cash balances stood at €53,476,000 of which the Company cash balance was €31,113,000

Financial Summary

2011

2010

2009

2008

2007

Restated

Year ended 31 December

€000

€000

€000

€000

€000

Assets employed

Investment properties

Opening balance

1,417,850

1,881,064

2,065,070

2,383,027

1,726,959

Additions, subsequent expenditure and adjustments

 

6,703

 

(7,318)

 

(4,642)

 

35,167

 

666,816

Disposals

(23,250)

(9,045)

(4,900)

(70,190)

-

Derecognition of Silo C

-

(520,380)

-

-

-

Revaluation (deficit)/surplus

(37,747)

73,529

(174,464)

(282,934)

(10,748)

Closing balance (including properties held for disposal)

 

1,363,556

 

1,417,850

 

1,881,064

 

2,065,070

 

2,383,027

Cash at bank

65,943

79,393

128,250

145,922

177,015

Other assets

14,417

16,681

25,280

25,235

30,674

1,443,916

1,513,924

2,034,594

2,236,227

2,590,716

Financed by

Share capital

6,050

6,071

6,035

6,035

6,288

Reserves

264,842

278,137

167,890

333,565

677,138

Equity shareholders' funds

270,892

284,208

173,925

339,600

683,426

Borrowings

1,089,770

1,119,385

1,690,630

1,725,056

1,775,043

Deferred tax

13,880

18,084

7,174

10,714

25,433

Other liabilities

69,374

92,247

160,104

157,294

100,381

Non-controlling interests

-

-

2,761

3,563

6,433

1,443,916

1,513,924

2,034,594

2,236,227

2,590,716

Net asset value per share (cents)

Basic

44.77

46.82

28.82

56.27

108.68

Adjusted

48.85

53.95

34.55

61.76

112.93

Gross debt to property valuation ratio (%)

 

79.9

 

80.9

 

92.3

 

86.2

 

76.7

Revenue

95,138

124,324

145,073

155,079

129,951

Net rental income

74,821

94,441

112,916

122,815

109,857

Costs and other income

(11,776)

(12,414)

(12,530)

(10,989)

870

Profit on disposal of investment properties

 

562

 

1,486

 

1,233

 

3,906

 

-

Revaluation (deficit)/surplus

(37,747)

73,529

(174,464)

(282,934)

(10,748)

German RETT

-

37,417

-

(40,200)

-

Operating profit/(loss)

25,860

194,459

(72,845)

(207,402)

99,979

Change in fair value of derivative financial instruments

 

14,280

 

1,945

 

(5,033)

 

(20,831)

 

(1,314)

Net finance expenses

(54,822)

(76,545)

(87,175)

(95,608)

(65,088)

Gain on derecognition of subsidiaries

 

-

 

23,140

 

-

 

-

 

-

(Loss)/profit before tax

(14,682)

142,999

(165,053)

(323,841)

33,577

Total comprehensive (loss)/income for the financial year

 

 

(13,056)

 

 

131,467

 

 

(166,477)

 

 

(312,147)

 

 

34,299

Earnings per share (cents)

Basic

(2.14)

21.64

(27.45)

(50.99)

5.06

Diluted*

(2.14)

21.61

(27.45)

(50.99)

5.05

Adjusted

0.95

0.83

1.40

3.40

5.30

Dividends per share (cents)

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

 

 

-

 

 

4.00

 

 

-

 

 

-

 

 

5.10

 

* The share options in issue have not been included in the calculation of the diluted earnings per share for the years ended 31 December 2011, 2009 and 2008 as they are antidilutive and would decrease the loss per share.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FR XBLFXLEFEBBZ
Date   Source Headline
3rd Mar 20174:30 pmRNSUpdate
6th Feb 20177:02 amRNSAcquisition, Fundraising, and Directorate Change
10th Jan 201711:54 amRNSUpdate on i3 Energy Investment
4th Jan 20174:52 pmRNSUpdate on i3 Energy Investment
24th Nov 20162:49 pmRNSUpdate on i3 Energy Investment
15th Sep 20166:29 pmRNSInvestment
5th Sep 20167:30 amRNSSuspension - Glenwick Plc
2nd Sep 201610:04 amRNSCorrection to Investment Policy and Suspension
31st Aug 20167:00 amRNSUpdate on Investment Policy and Suspension
30th Aug 20163:21 pmRNSHolding(s) in Company
8th Aug 20167:01 amRNSDirectorate Change
8th Aug 20167:00 amRNSHalf-year Report
4th Aug 20164:40 pmRNSSecond Price Monitoring Extn
4th Aug 20164:35 pmRNSPrice Monitoring Extension
2nd Aug 20164:40 pmRNSHolding(s) in Company
1st Aug 20163:58 pmRNSHolding(s) in Company
1st Aug 20162:22 pmRNSTotal Voting Rights
8th Jul 201610:41 amRNSHolding(s) in Company
1st Jul 20169:20 amRNSBlock listing Interim Review
23rd Jun 20169:21 amRNSHolding(s) in Company
22nd Jun 20164:40 pmRNSSecond Price Monitoring Extn
22nd Jun 20164:35 pmRNSPrice Monitoring Extension
22nd Jun 20163:00 pmRNSUpdate re Acquisition
22nd Jun 20163:00 pmRNSRestoration - Glenwick Plc
23rd May 201611:34 amRNSStatement re. Suspension
23rd May 201610:20 amRNSSuspension - Glenwick Plc
23rd May 20168:53 amRNSHolding(s) in Company
7th Apr 201611:17 amRNSResult of AGM
30th Mar 20161:24 pmRNSIssue of Equity & Appointment of Consultants
14th Mar 20163:29 pmRNSTotal Voting Rights
10th Mar 20164:06 pmRNSGrant of Options
10th Mar 201610:56 amRNSPosting of Annual Report and Notice of AGM
9th Mar 20167:00 amRNSFinal Results
29th Feb 20165:30 pmRNSTotal Voting Rights
16th Feb 20162:41 pmRNSTotal Voting Rights
4th Feb 201610:51 amRNSResult of EGM
29th Jan 20165:30 pmRNSTotal Voting Rights
19th Jan 20163:01 pmRNSTotal Voting Rights
15th Jan 20162:35 pmRNSHolding(s) in Company
12th Jan 20163:11 pmRNSNotice of EGM
8th Jan 201610:04 amRNSHolding(s) in Company
7th Jan 20167:00 amRNSIssue of Equity
31st Dec 20151:29 pmRNSTotal Voting Rights
24th Dec 20151:12 pmRNSBlock Listing Application
24th Dec 201510:21 amRNSHolding(s) in Company
18th Dec 20153:35 pmRNSResult of EGM and Directorate Change
11th Dec 20153:34 pmRNSHolding(s) in Company
10th Dec 201510:31 amRNSHolding(s) in Company
3rd Dec 20153:50 pmRNSIssue of Equity
2nd Dec 20154:40 pmRNSSecond Price Monitoring Extn

Due to London Stock Exchange licensing terms, we stipulate that you must be a private investor. We apologise for the inconvenience.

To access our Live RNS you must confirm you are a private investor by using the button below.

Login to your account

Don't have an account? Click here to register.

Quickpicks are a member only feature

Login to your account

Don't have an account? Click here to register.