RAV.L Regulatory News (RAV)

28 August 2018

Raven Property Group Limited ("Raven" or the "Company")

2018 Interim Results

Raven today announces its unaudited results for the six months ended 30 June 2018.

Highlights

· Net operating income of $79.3 million for the six months to 30 June 2018 (30 June 2017: $69.9 million);

· Occupancy increased to 87% across the investment portfolio (31 December 2017: 81%);

· Cash balance of $198 million supporting acquisition strategy;

· In August, contracts signed on acquisition of additional 58,851sqm of warehouse space;

· Proposed distribution of 1.25p per ordinary share by way of a tender offer buy back of 1 in 44 shares at 55p.

Glyn Hirsch CEO said, "We have made significant progress in the period. Our vacancies are down, Net Operating Income is up and we are acquiring further space at an attractive yield." 

Click on, or paste the following link into your web browser, to view the associated PDF document.

http://www.rns-pdf.londonstockexchange.com/rns/9352Y_1-2018-8-27.pdf 

Enquiries

Raven Property Group Limited Tel: + 44 (0) 1481 712955

Anton Bilton

Glyn Hirsch

Novella Communications Tel: +44 (0) 203 151 7008

Tim Robertson

Toby Andrews

N+1 Singer Tel: +44 (0) 20 7496 3000

Corporate Finance - James Maxwell / James Moat

Sales - Alan Geeves / James Waterlow

Numis Securities Limited Tel:+ 44 (0) 207 260 1000

Alex Ham / Jamie Loughborough / Alasdair Abram

Ravenscroft Tel: +44 (0) 1481 729100

Jade Cook

This announcement contains forward-looking statements that involve risk and uncertainties. The Group's actual results could differ materially from those estimated or anticipated in the forward-looking statements as a result of many factors. Information contained in this announcement relating to the Company should not be relied upon as a guide to future performance.

About Raven Property Group Limited

Raven was founded in 2005 to invest in class A warehouse complexes in Russia and lease to Russian and International tenants. Its Ordinary Shares, Preference Shares and Warrants are listed on the Main Market of the London Stock Exchange and admitted to the Official List of The International Stock Exchange ("TISE"). Its Convertible Preference Shares are admitted to the Official List of TISE and trading on the SETSqx market of the London Stock Exchange. The Company operates out of offices in Guernsey, Moscow and Cyprus and has an investment portfolio of circa 1.8 million square metres of Grade "A" warehouses in Moscow, St Petersburg, Rostov-on-Don and Novosibirsk and 49,000 square metres of commercial office space in St Petersburg. For further information visit the Company's website: www.theravenpropertygroup.com 

Financial Summary

Letting Summary

Warehouse Portfolio

Our warehouse portfolio currently totals 1.77 million sqm. Occupancy at the period end was 86% (31 December 2017: 81%).

Office Portfolio

Our office portfolio of 49,000sqm has been fully let throughout the period.

Lease Currency Mix

Chairman's Message

The Russian market fundamentals have been positive for us in the six months to 30 June 2018.

Net operating income ("NOI") has improved to $79.3 million (30 June 2017: $69.9 million). Occupancy levels on our investment portfolio climbed from 81% at the year end to 87% at 30 June 2018. Rouble leases account for 54% of our warehouse space (31 December 2017: 47%) and 46% of our NOI in the period to 30 June 2018 (31 December 2017: 32%), and we have drawn funds on our first Rouble debt facility.

Our acquisition strategy is also progressing and this month we signed contracts for the acquisition of a further 58,851sqm of warehouse space in Moscow at a yield of 11.3% and purchase price of Roubles 2.45 billion ($36.5 million). We hope to announce further acquisitions in the coming quarter.

The accumulation of this work produces an income statement with reducing reliance on US Dollar pegged income and signals the start of the balance sheet restructuring away from US Dollar liabilities.

 The one anomaly as we move away from the US Dollar model is that, whilst we continue with US Dollar presentation of our numbers, the increasing Rouble cash balances that we hold cause unrealised foreign exchange movements in our income statement, distorting profitability. These unrealised foreign exchange movements give a $13.6 million swing in profit for the period with a foreign exchange loss of $8.7 million for the six months compared to a profit of $4.9 million in the same period last year.

The impact can also be seen on our property valuations which have increased by 7% in Rouble terms in the period but translate to a revaluation loss of $34.4 million in US Dollar terms. Our IFRS earnings show a loss of $41.1 million following this foreign exchange impact (30 June 2017: profit of $9.2 million).

Underlying operating cash generation remains robust and underlying earnings before unrealised foreign exchange movements of $11.9 million support a proposed interim distribution of 1.25p, again by way of tender offer buy back of 1 in 44 shares at 55p (30 June 2017: 1p by way of tender offer buy back of 1 in 52 shares at 52p).

Richard Jewson

Chairman

27 August 2018

Chief Executive's Review

Dear shareholders

This is the newly toned down re-draft of my statement following news of additional US sanctions, contagion from the Turkish Lira crash and the resulting Rouble weakness. Prior to this, we were feeling pretty bullish again and early drafts of my statement reflected that.

Operating fundamentals in the Russian market are strong and many economic indicators have moved in our favour. These include a growing economy, albeit slowly, falling interest rates, increased tenant demand and a reduced vacancy rate for us and the market as a whole. At this time last year the Russian Central Bank rate was 9.0%, today it is 7.25%.

Following the recent elections, we have medium term political stability and the successful World Cup has started to show the world the positive side of Russia that we have been going on about for years. However, the weaker Rouble means we suffer foreign exchange losses when presenting our results in US Dollars.

Our main operational efforts in the period have been focussed on letting space and pursuing income producing acquisitions. These efforts continue to be the best strategy in the current climate. It is producing results.

Our portfolio occupancy has risen to 87% and this trend is continuing. The weighted average warehouse lease length is 3.3 years and average annual indexation on Rouble leases is 6.1%, an attractive level of growth.

We are delighted to have signed contracts this month on a Rouble 2.45 billion ($36.5 million) acquisition at an average yield of 11.3%. It will contribute Rouble 272 million ($4.0 million) to NOI per annum when fully let. We have also walked away from deals in the period where they have not met our criteria and this has resulted in abortive due diligence costs in the first half. We have a number of other acquisitions under discussion and hope to make further announcements in due course.

We are sitting on $198 million of cash which will support our acquisition growth.

Given the improvement in our core market we are also planning to speculatively build around 70,000sqm at our site at Nova Riga. At today's construction costs and rents this should show us a 12% return on the marginal cost of investment and further enhance NOI albeit not until 2020.

We have continued to promote our business and Russia generally wherever and whenever possible. Despite the success of the World Cup, Russia's investment audience remains limited. With this in mind we intend to list our ordinary shares on both the Moscow and Johannesburg Stock Exchanges and will make a separate announcement shortly when the process is finalised. We hope that this will increase and broaden investor interest.

To reflect our cautious optimism we are continuing our progressive distribution policy and will pay 1.25p (a 25% increase on the same period last year) as a tender offer buy back of 1 in 44 shares at 55p.

Property Update

The portfolio comprised 1.77 million sqm of warehouse space and 49,000sqm of office space at 30 June 2018. Warehouse occupancy increased to 86% in the period (31 December 2017: 81%) and our office portfolio continues to be fully let giving total occupancy of 87% across the entire portfolio.

New warehouse lettings in the period totalled 153,000sqm with a further 116,000sqm of existing leases renegotiated and extended. Tenants vacated 54,000sqm of space.

Since the period end, we have let a further 38,000sqm of vacant space and renegotiated and extended 23,000sqm of maturing leases.

As at 30 June 2018 we had 132,000sqm of warehouse leases maturing in the second half of the year and 62,000sqm of potential lease breaks. Of those, we expect maturing tenants to vacate 39,000sqm and 15,000sqm of the breaks to be exercised before the year end.

Rouble denominated leases accounted for 54% (31 December 2017: 47%) of the total warehouse space at the period end and US Dollar leases 29% (31 December 2017: 31%). The average Rouble rent was 4,900 per sqm (31 December 2017: 5,200 per sqm) and the average US Dollar rent was $152 per sqm (31 December 2017: $143 per sqm). Rouble denominated leases had a weighted average term to maturity of 3.6 years (31 December 2017: 3.6 years) and US Dollar leases 2.6 years (31 December 2017: 3.0 years).

Our St Petersburg office portfolio continues to perform well with no significant change in tenant mix since the year end.

Results

Underlying Earnings

Acquisitions and increased letting activity have supported an increase in NOI to $79.3 million (30 June 2017: $69.9 million). This increase is offset by the step up in costs to implement our current strategy, with salaries and bonuses increasing by $3 million, bonuses relating to prior year performance, and last year's issue of new convertible preference shares increasing finance costs. The cost increase supports our on-going growth policy and any future warehouse acquisitions or development will improve profitability without any marked increase in overhead. The bonuses are a full year cost and not repeated in the second half of the year.

As explained in the Chairman's statement, the big swing in underlying profitability compared to the six months to 30 June 2018 relates to unrealised foreign exchange losses when presenting our results in US Dollars. Underlying earnings before these foreign exchange movements compare favourably, $11.9 million in 2018 and $10.6 million in the six months to 30 June 2017.

IFRS Earnings

The IFRS loss for the period is $41.1 million (30 June 2017: profit of $9.2 million). This is principally driven by the Rouble weakness against the US Dollar. Our investment properties increased in value in Rouble terms but show a revaluation loss of $30.8 million net of tax (30 June 2017: profit of $7.0 million) when translated into US Dollars. The other significant charge to IFRS earnings is the amortisation of the cumulative preference share redemption premium of $5.0 million (30 June 2017: $2.8 million) in the period.

Financing 

As explained in the 2017 Annual Report, the refinancing of a project straddled the year end with both cash balances and bank loans increasing by $62.3 million. This needs to be taken into account when comparing the 30 June 2018 balance sheet to that of 31 December 2017. The old facility was repaid on 9 January 2018.

Our cash balance at 30 June 2018 is $198.1 million and at 31 December 2017, $266.7 million, reducing to $204.4 million when adjusting for the effect of the financing above. Similarly, secured and unsecured loans at 30 June 2018 were $824.3 million compared to $847.2 million at 31 December 2017 or $784.9 million adjusted.

In fact, our secured debt increased during the year as we drew the final tranche of €11 million on the financing of last year's St Petersburg acquisitions and then refinanced the Sever acquisition which we had completed in November 2017. This was our first Euro/Rouble mix facility, drawing €9.7 million and Roubles 2.96 billion on 8 June 2018, a facility with a term of five years. We also refinanced the one unsecured loan we have of $15 million, reducing the margin charged from 7.9% to 2.5% in the process.

At 30 June 2018 our weighted average cost of debt was 7.4% (31 December 2017: 7.6%) with a weighted average term to maturity of 4.4 years (31 December 2017: 4.5 years). The currency weighting of the Group's loan financing at 30 June 2018 was US Dollar 77.4%, Euro 16.9% and Rouble 5.7%, six of the seventeen projects supporting the secured debt now financed in Euro or Roubles.

The debt restructuring in 2016 and 2017 was undertaken to create a buffer for covenant headroom on secured debt in times of foreign exchange volatility. At 30 June 2018 the loan to value ratio on secured debt was 52% (31 December 2017: 53%).

Cash flow

Cash flows from operating activities followed the same trend as our NOI in the period, generating $55.9 million (30 June 2017: $48.8 million). Cash generation after net interest and preference share coupon paid was maintained at the same level as the previous year, $7.5 million (30 June 2017: $7.4 million).

Net Asset Value

The Group's Net Asset Value falls to $478.4 million from $529.8 million at 31 December 2017 following the IFRS loss for the period and the increased tender offer paid for the final 2017 distribution.

Diluted, Net Asset Value per share is 76 cents (31 December 2017: 80 cents).

Tender offer

We are proposing a distribution of the equivalent of 1.25p per ordinary share by way of tender offer buy back of 1 in 44 shares at 55p (30 June 2017: 1p by way of an offer of 1 in 52 shares at 52p). This reflects our progress and financial performance so far this year.

Glyn Hirsch

Chief Executive Officer

27 August 2018

Corporate Governance

Principal risks and uncertainties

Internal controls and an effective risk management regime are integral to the Group's continued operation. The assessment of risks faced by the Group along with the potential impact and mitigation strategies are set out in the Risk Report on pages 37 to 40 of the Group's 2017 Annual Report. These risks fall into five main categories, these being: financial, property investment, Russian domestic, personnel and political and economic risks.

Having reviewed the principal risks and uncertainties for Group in relation to the first half of 2018, the Board believes these have remained consistent with those presented in the 2017 Annual Report and that the existing mitigation strategies continue to be appropriate.

Going concern

The financial position of the Group, its cash flows, liquidity and borrowings are described in the Chief Executive's Review and the accompanying financial statements and related notes. During the period the Group had, and continues to hold, substantial cash and short term deposits and is generating underlying profits. As a consequence, the Directors believe the Group is well placed to manage its business risks.

After making enquiries and examining major areas that could give rise to significant financial exposure, the Board has a reasonable expectation that the Company and the Group have adequate resources to continue its operations for the foreseeable future. Accordingly, the Group continues to adopt the going concern basis in the preparation of the accompanying interim financial statements.

Directors' Responsibility Statement

The Board confirms to the best of its knowledge:

The condensed financial statements have been prepared in accordance with IAS 34 as adopted by the European Union, and that the half year report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R.

The names and functions of the Directors of Raven Property Group Limited are disclosed in the 2017 Annual Report of the Group.

This responsibility statement was approved by the Board of Directors on the 27 August 2018 and is signed on its behalf by

Mark Sinclair Colin Smith

Chief Financial Officer Chief Operating Officer

Independent review report to Raven Property Group Limited

Introduction

We have been engaged by the Company to review the condensed set of financial statements in the interim financial report for the six months ended 30 June 2018 which comprises the Condensed Unaudited Group Income Statement, the Condensed Unaudited Group Statement of Comprehensive Income, the Condensed Unaudited Group Balance Sheet, the Condensed Unaudited Group Statement of Changes in Equity, the Condensed Unaudited Group Cash Flow Statement and the related notes 1 to 20. We have read the other information contained in the interim financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the Company in accordance with guidance contained in International Standard on Review Engagements 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our work, for this report, or for the conclusions we have formed.

Directors' Responsibilities

The interim financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the interim financial report in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

As disclosed in note 1, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this interim financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting", as adopted by the European Union.

Our Responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the interim financial report based on our review.

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the interim financial report for the six months ended 30 June 2018 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

Ernst & Young LLP

London

27 August 2018