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Final Results - Replacement

25 Jul 2016 07:00

RNS Number : 0393F
Secure Property Dev & Inv PLC
25 July 2016
 

The following amends the Secure Property Development & Investment PLC announcement released at 1629 on 30 June 2016 under RNS number 8718C.

 

In the above announcement, the NAV per share was reported as EURO 0.35 and 0.75 for 2015 and 2014 respectively instead of the correct denomination of GBP 0.35 and 0.75 for 2015 and 2014 respectively. All other details remain unchanged. The full amended text is shown below.

 

Secure Property Development & Invest PLC/ Index: AIM / Epic: SPDI / Sector: Real Estate

 

Secure Property Development & Investment PLC ('SPDI' or 'the Company')

Final Results

 

Secure Property Development & Investment PLC, the AIM quoted South Eastern European focused property company, is pleased to announce its full year financial results for the year ended 31 December 2015.

 

Financial Highlights

· 87% increase in total asset value to €125 million (2014: €67million) reflecting the acquisition of prime real estate with blue chip tenants in the South Eastern European region

· 64% increase in net operating income to €5.9 million (2014: €3.6 million)

· 31% increase of net assets to €42.5 million (2014: €32.5 million), while NAV per share was GBP0.35 from GBP0.75, principally as a result of dilution created by the issuance of new shares (from the Open Offer in March 2015 and as consideration for certain of the acquisitions and, to a lesser extent, revaluation of the Ukraine assets

· €8 million cash raised via Open Offer in March 2015

 

Operational Highlights

· Continued to successfully implement strategy to expand geographic spread of the portfolio

· Acquisition of three income producing properties let to blue chip tenants located in South Eastern European countries which offer high yields and capital growth, bringing the total portfolio to seven as at year end

· Strengthened Board with appointments of Calypso Nomikos and Vagharshak Barseghyan - two highly qualified entrepreneurial members with extensive investment and real estate knowledge in the region

 

Post Balance Sheet Highlights

· Proposed sale of the Brovary Terminal in Ukraine with fixed four-year lease agreement (with an affiliate of the prospective buyer) raising the warehouse occupancy rate to 100% generating ~US$150,000 of Net Operating Income ('NOI') per month until the sale is concluded

· Sale of the Linda residential portfolio in Bucharest for €660,000 (gross of debt)

· In discussions with Nestle in Romania relating to the termination of its rental contract in the Innovations Logistics Park, which is expected to result in a settlement being payable to SPDI by Nestle

 

Lambros G. Anagnostopoulos, Chief Executive Officer, said, "2015 saw us delivering on our strategy of expanding our portfolio in the South Eastern European region with properties let to blue chip tenants in countries which offer high yields and capital growth. The injection of three more income producing properties into our portfolio increased our total asset value by an impressive 87% to €125 million and boosted our revenues by 64% to €5.9 million. The year witnessed strong shareholder support demonstrated by the €8 million Open Offer in March 2015, a bolstering of our highly competent Board, and this, coupled with the significant growth of our solid income producing portfolio, puts us in a strong position to continue this progress in 2016 and beyond."

 

* * ENDS * *

 

Copies of the Annual report and Accounts are being posted to Shareholders and are available on the Company's website at www.secure-property.eu

 

For further information please visit www.secure-property.eu or contact:

 

Lambros Anagnostopoulos

SPDI

Tel: +30-210-7226470

Constantinos Bitros

Tercel Moore

SPDI

SP Angel Corporate Finance LLP

Tel: +30-210-7226470

Tel: +44 (0) 20 3463 2260

Jeff Keating

SP Angel Corporate Finance LLP

Tel: +44 (0) 20 3463 2260

Lottie Brocklehurst

St Brides Partners Ltd

Tel: +44 (0) 20 7236 1177

Frank Buhagiar

St Brides Partners Ltd

Tel: +44 (0) 20 7236 1177

 

 

1. Chairman's Statement

 

2015 saw significant momentum build behind our strategy: to turn SPDI into the leading London listed property company focused on South East European region, and during the year under review we have doubled the number of our income producing properties. SPDI has undergone a structural shift, which has seen us build a portfolio of prime real estate properties with a broad geographic spread, highly attractive yields and significant capital growth potential. To put the year into context, SPDI has gone from having just one income producing property in 2012, to a portfolio of seven properties in four South Eastern European countries at the end of 2015.

 

The acquisitions we completed in 2015 lie behind the financial performance we have reported today, specifically a 50% increase in the asset value of our property portfolio to €117 million; and a 52% step-up in our revenues from income producing assets to €5.5 million. Our acquisition-led strategy is overlain with a strict risk management policy that requires all potential targets match our stated investment criteria. It is with risk management very much in mind that we look to invest in prime real estate that: benefits from excellent addresses and transport links; is let out to blue chip customers on long leases with strong covenants; generates visible income streams, and offers scope for significant capital appreciation by providing exposure to the on-going European yield convergence play.

 

All acquisitions made in 2015 are representative of what we look for: a fully let logistics park west of Athens predominantly let to Kuehne + Nagel generating a ~€1.5 million net operating income ('NOI'); a fully let office building in Sofia let to one of Bulgaria's largest insurance companies, generating €2.9 million gross rental income; a fully let retail property in Craiova, Romania rented to Praktiker with ~€1 million of gross rental income, and a fully let office building in Bucharest mostly let to Romania's Telecom Regulatory Authority generating ~€1.85 million of gross rental income. As well as providing a cash flow generative platform that we can use to acquire additional properties in our area of interest, by acquiring these assets we have proven our ability to source, identify, and execute transactions at attractive yields in South Eastern Europe, a market that continues to offer the right dynamics for the execution of our strategy. Furthermore, the commencement of the European Central Bank's (ECB) quantitative easing programme early in 2015 provides a significant tailwind to the on-going European yield compression play, which in our view has a long way to run, particularly in the exciting emerging European countries which are our core area of focus.

 

To be able to successfully navigate these markets requires a first rate management team and Board. SPDI has both and it is the team's vision and direction, which has not only been key to the turnaround of the Company, but is also a key differentiating factor for the Company. We have strengthened our team further this year and welcomed Kalypso Maria Nomikou and Vagharshak Barseghyan to the Board, two highly qualified entrepreneurial members with extensive investment and real estate knowledge in the region. They have already enhanced the capabilities of our highly skilled team and will help the Board identify and secure future acquisitions which offer material and sustainable cash flows.

 

As well as acquiring assets, the management team is also focused on actively managing our growing portfolio of real estate to ensure we maximise value for our shareholders. The performance of each asset as well as that of the local and regional property markets are all constantly monitored to ascertain the optimal strategy for each asset. All options are considered, including development and sale. With this in mind post period end we announced the proposed sale of the Brovary Terminal in Ukraine, as well as the sale of the Linda residential portfolio in Bucharest. Subject to the completion of the transactions, the proceeds will be reinvested both into growing our portfolio further as well as potentially returning some cash to our shareholders.

 

Having de-risked our portfolio through the acquisition of prime real estate, we now have an excellent platform from which to access further opportunities and in the process capitalise on the huge potential across the region. Our portfolio is our competitive advantage and having expanded our income-producing assets this year we aim to continue to grow, as we look to generate value by taking advantage of the highly positive regional macro and property market fundamentals. It is clear however that our current share price, which is trading at a significant discount to the net asset value of our existing properties, has not kept pace with SPDI's transformation into a diversified revenue-generative property company focused on the dynamic SEE region. We are confident this disconnect will narrow as the income generating capability of our existing portfolio becomes apparent and we move closer to the point at which we are in a position to sustainably distribute a portion of our earnings as dividends. In the meantime, we will continue to identify and invest in highly attractive growth opportunities in the real estate market whilst maintaining our focus on efficient asset management, as we look to repeat the successes of 2015 in the year ahead and beyond.

 

At the tail end of the period as well as in the first part of 2016 the Company faced some challenges created mainly by the continuing turmoil in the Ukrainian Economy as well as the recapitalization of the Greek banks that took place in December 2015. Those factors resulted in the reduction of the occupancy of the Terminal Brovary in Kiev and substantially prolonged transaction times, respectively. As our Auditor's Report notes in an emphasis of the matter, at the end of 2015 our current liabilities in effect exceeded current assets by €21.1m, but this is qualified by Notes 36.7 and 37 of the accounts that explain the two current liabilities that create this imbalance (which relate to our residential business in Romania and Terminal Brovary in Ukraine) are either long term liabilities reclassified as short term or reflect an agreed but yet to be contractually approved practice to repay certain loans in tandem with the residential sales progress and as such there is every indication that these debts will be repaid in 2016 in the normal course of business. In parallel both tenant issues (Nestle replacement following the expression of their intent to vacate the Innovation Terminal, and Praktiker's tenancy extension for an additional five years) as well as the potential sale of Terminal Brovary have taken longer than originally expected which made it necessary for management to very carefully, and successfully, manage our cash position and banking relationships in 2016.

 

Another perennial challenge for the Company was that operating in Ukraine showed up in our accounts in 2015 with a €5m (2014: €7.5m) foreign exchange loss related to the EBRD loan and a €13.6m unrealized foreign exchange loss (2014: loss €19.7m) stemming from intercompany loans. This was due to the continued weakness of the Ukrainian currency, both of which are expected to be mitigated upon the Terminal Brovary sale completion. In light of the continued problems in that country, the agreed sale of Terminal Brovary in June 2016 at a substantial profit to its Net Asset Value is all the more impressive. The 53% fall in NAV per share during 2015 is the result of a combination of factors: share issuance from the Open Offer and purchase of properties, and revaluation of assets caused by the continuing difficulties faced by the Ukrainian economy.

 

I would like to take this opportunity to thank our shareholders for their continued support throughout the year. This was further demonstrated by the raising of €8 million via an open offer in March 2015 which has helped facilitate our progress. Thanks to their support, we are delivering on our objective to position SPDI as the go to publicly traded vehicle for institutional and retail investors looking to gain exposure to the attractive yields available in SEE, a region that is increasingly gaining the recognition it deserves for its favourable supply and demand dynamics and attractive yields.

 

Paul Ensor

Chairman of the Board

 

2 Letter to the Shareholders

29 June 2016

Dear Shareholders,

 

During 2015 the Company continued its growth trajectory thanks to a number of acquisitions of high yielding income producing assets in South East Europe (the "Region") resulting in a substantial increase in our Assets Under Management ("AUM"). In parallel our strategy of diversifying regionally also continued with the Company entering one more SEE country. By the end of 2015, SPDI was present in four emerging economies of SEE owning seven income producing assets in the Region.

 

During the first quarter of the year in order to strengthen our acquisition capacity, the directors of SPDI offered its shareholders the opportunity to participate in a rights issue (open offer) that generated €8m new cash in March 2015. The Company used the capital raised to acquire assets, it also issued new shares for the same reason. In August 2015 we raised a further €2m of new capital through the execution of warrants bringing the total new equity raised for the year to €10m.

 

During the year, SPDI acquired three income producing assets: a) 20% of the Autounion office building situated in a very prominent location close to the international airport of Sofia, Bulgaria, which is fully let to one of the country's largest insurance companies, Eurohold until 2027, b) the Praktiker big box retail unit in Craiova, Romania, in exchange for SPDI redeemable convertible shares, and c) 24% of the Delea Nuova office building, a well located property facing three main roads in the city center of Bucharest almost fully let with the main tenant being the country's telecommunications regulator, in exchange for SPDI ordinary shares. Together with the latter the Company acquired also a residential portfolio in Bucharest and Sofia. The three income producing assets generate a combined €2m of gross rental income.

 

The macroeconomic environment in the Region and throughout Europe stabilised even further in 2015 with most of our countries of interest showing strong economic growth and signs that the property markets were picking up after years of stagnation. New international investors made their presence felt in Romania, where acquisition yields dropped across property types while transaction volumes increased. In Greece an agreement with the country's lenders, which was reached in extremis in August, followed by fresh elections that confirmed the government in place, signalled a period of lower political uncertainty. The country reached year end with a new €14bn recapitalisation of Greece's systemic financial institutions, the majority of which the Company has business relationships with. Ukraine experienced yet further foreign exchange destabilisation in H1, but the Hryvnia rate stabilised by Q4 offering a rare stability in the country's economy. At the same time, Europe as a whole experienced sluggish growth with the ECB expanding its QE package.

 

On the heels of a successful 2014, the 2015 accounts show an even better and more effective operational picture. If we disregard asset revaluation and Ukrainian related FX losses, the operating results as presented in the Management Report (excluding financial costs, that are high in our region) show positive numbers across the board. Our revenues topped €5,9m, while our EBITDA surpassed €2,4m, 3 times more than the 2014 figure, while cash generation improved on the back of the income producing asset acquisitions.

 

SPDI has been successfully put on a solid foundation, both financially and operationally, against the backdrop of the global economic and financial sector issues between 2010-2014, having successfully averted any substantial effects from the war in Ukraine and sheltered the Company and its assets from the financial trouble that have hit both Greece and to a lesser extent Cyprus in the last few years, even though none of the above have been put squarely in the past. While 2014 was a turnaround year for the Company, the progress made in 2015 has served to confirm that the implementation of our growth strategy of acquiring quality income producing assets that generate strong cash flows is bearing fruit. As the economic fundamentals in the Region improve (not unlike our stated expectations) we are striving to position the Company in the centre of the growth story of the Region that would lead to substantial positive results for our shareholders. Having experienced in practice the firm support of our shareholders through the success of the open offer, management will continue being guided by our vision, and exerting every effort in achieving our common goals.

 

Best regards,

Lambros G. Anagnostopoulos

Chief Executive Officer

 

3 Management Report

3.1 Corporate Overview & Financial Performance

 

In 2015 the Company's management focused on further acquiring income producing assets with a view to increase and diversify its income generating base. More specifically, during the reporting period the Company acquired:

 

· 20% of Autounion, a 19.000 sqm office building in Sofia, fully let to one of Bulgaria's largest insurance companies, generating a gross rental income of ~€2,9m annually;

· 24,35% of Delea Nuova office building, an almost fully let 10.000 sqm office building in Bucharest mostly let to Romania's Telecom Regulatory Authority ANCOM. Delea Nuova generates a gross rental income of ~€1,85m annually;

· A portfolio of residential properties in Bucharest and Sofia, partly let and partly intended for sale, generating ~€0,3m annual rental revenues;

· A fully let 9.000 sqm retail property in Craiova, Romania, rented to Praktiker until 2020, generating a gross rental income of ~€1m.

 

In addition in July 2015 following intensive legal battle which started in 2011, we have finally been able to register ownership over Rozny land plot in Kiev Oblast, destined for residential development. The ownership of Rozny plot was under contention by an Ukrainian third party even though the claims were unsubstantiated (as finally proven).

 

While the Company continued on the 2014 trend of adding assets to its portfolio resulting in an 52% increase in rental income for the year to €5,5m, it maintained its overall lean and strict operations management, keeping the recurring annual operating and administrative costs to below €2,7m, an increase of ~17% compared to 2014, even though the size of the Company almost doubled. At the same time, management continued the implementation of the Company's strategy through spending time and resources to identify further acquisition opportunities for potential future transactions.

 

In parallel, the Company's Board of Directors was strengthened with the addition of two new Directors with extensive experience in investing in real estate as well as in other markets in our region of focus. Ms. Kalypso Nomikou and Mr. Vago Barseghyan, have a long and successful entrepreneurial and business track record, focusing in shipping and corporate finance respectively, both globally and in South East Europe where they have been involved in various investments.

The political instability in Ukraine continued throughout 2015 albeit at an abating rate. As the crisis and the war have taken a heavy toll on the country's economy, the trend offers hopes of stability returning to the country in the not too distant future. Despite efforts to avert the effects of the crisis, Terminal Brovary, the Company's logistic complex in Kiev, has not been spared with many of its tenants experiencing substantial financial concerns. Consequently, the Terminal saw its occupancy decrease to 55% as a result of many tenants deciding to downsize their Ukrainian operations, or moving to other cheaper alternatives, as the market has become denominated in local currency (UAH) from US$ following the substantial devaluation vis a vis the US$ in the last 18 months. Such evolution increases the FX exposure of the Company.

 

During the reporting period the Greek government continued discussions with the creditor institutions (EU/ECB/IMF/ESM) for extending the 2010 financial assistance program. The prolongation of the negotiation for yet another six months resulted in maintaining of a higher political and economic risk profile for the country. Following a referendum in July 2015 amidst a capital controls environment instigated in June 2015, a preliminary agreement signed in August 2015 and snap elections in September 2015, Greece has finally managed to conclude a deal with the creditors that was eventually ratified in May 2016 but the implementation of the agreement and the reforms attached to it are still to come. Such political and economic turmoil has not had a substantial effect on the operation of the Company in the country where its logistics terminal is fully let.

 

In view of the Open Offer and the exercise of the Warrants (March and August 2015 respectively), which resulted in 38.102.375 new ordinary shares being issued by SPDI, as well as the issuance of new redeemable shares for the acquisition of the Craiova asset, the Company's capital structure was 90.014.723 ordinary shares, 9.011.497 redeemable preference shares and 18.028.294 Class A warrants at the end of the year. At the end of the reporting period SPDI had ~€43m of equity and ~€82m of liabilities, out of which ~€65m is bank debt. As a result the debt to equity ratio was 1,51x. The Loan to overall Value ratio (debt as a % of Total Asset Value) was 52%.

 

Most of its income producing assets debt profiles follows the WALT of the tenancy agreements while the residential asset related debt is being repaid directly from sale proceeds. Whenever a need arises to re-profile debt, the Company enters into discussions with the relevant financial institutions to that effect, even though such discussions in the Region, and especially as far as Greek banks are concerned are time consuming and may take more than 6-9 months.

 

In 2015, the Company finalised the streamlining of the Ukrainian operating companies by merging most of them and eliminating others, ending with nine for the six assets it owns in the country. A similar exercise is being implemented in Romania and Cyprus.

 

The Company has also implemented an ERP system, based on Microsoft Dynamics (Navision). Upon full implementation by end 2016, the system will allow for the real time monitoring of income and expenses across all countries and assets resulting in operating efficiencies.

 

The Audit Committee monitors the integrity of the consolidated financial statements, potential conflicts of interest of the directors and senior managers as well reviews the effectiveness of the Company's internal controls. The Committee also supervises the relationship with the Auditor, providing relevant recommendations for maximizing the effectiveness of the external audit.

 

The Remuneration Committee has the responsibility to determine and periodically review the policy and implementation for the remuneration of the Directors and Executive Management of the Company so as to ensure that all are provided with appropriate, reasonable and fair incentives for an enhanced performance.

 

The Board is ultimately responsible for the Group's strategy, financial performance and risk management systems. As the Group grows, the Board is also responsible for the alignment of the implemented strategy with the vested interests of the shareholders, through annual budgets and cash flow preparation and their respective revisions when appropriate. Monitoring the on-going financial performance is a responsibility of the management which reports to the BoD in order to maintain a tight liquidity control.

 

2015 saw SPDI continue its growth trend which commenced the year before through the acquisition of new assets leading to the Company being by the end of the reporting period active in Romania, Bulgaria, Greece and Ukraine. Most notably, the Company's annual operating income increased by ~64% to €5,9m (excluding any property fair value adjustments to the cost of goods sold) from €3,6m in 2014. The operating income does not include the % participation by the Company of the operating income of the projects that the Company maintains a minority participation in, which is reported as dividend income, but includes net income resulting from on-going sales of residential assets (sales income minus the cost of the asset sold). Overall, EBITDA from operations has increased 3x to ~€2,4m (2014: €0,8m).

 

3.2 Property Holdings

 

The Company's portfolio consists of commercial income producing and residential properties in Romania, Greece, Bulgaria and Ukraine as well as land plots in Ukraine, Bulgaria and Romania.

 

Commercial 

Terminal Brovary Logistic Park consists of a 49.180 sqm gross leasable Class A warehouse and associated office space, situated on the junction of the main Kiev - Moscow highway and the Borispil road which was fully completed in 2012. Following the near collapse of the Ukraine economy and its currency (that saw a drop by 70%) the facility experienced an increased vacancy with tenants shrinking their warehousing needs as their bottom line sales were substantially affected. The Terminal was ~45% leased at the end of the reporting period.

 

Innovations Terminal Logistic Park consists of a 16.570 sqm gross leasable Class A warehouse 6.395 sqm of which is for cold storage. Innovations was 87% leased at the end of the reporting period, 61% to Nestle and 26% to other local companies. Post period end Nestle notified the Company of its intent to leave the warehouse and the Company is in the process of both negotiating a break agreement with Nestle on their three year remaining contract and receiving the approval for such agreement by the financing Bank. At the same time the Company is actively looking to find replacement tenants.

 

GED Logistics Terminal consists of a 17.756 sqm gross leasable area, industrial and associated office space, situated on the west side of Athens, close to the Port of Piraeus. The facility has been in operation since 2010 and as at the end of the reporting period was 100% leased, to Kuehne + Nagel (70%) and GE Dimitriou SA (30%). The park also has a photovoltaic energy production facility installed on its roof.

 

EOS Business Park which serves as the Danone Head Quarters in Romania, is a 3.386 sqm gross leasable Class A office building, situated in the North Eastern Part of Bucharest. The building is fully let to Danone until 2026.

 

Autounion consists of 19.476 sqm of gross leasable office area, situated in a prime business area near the International Airport of Sofia. The BREEAM-certified building was completed in 2008 and is fully leased to Eurohold, one of the largest Bulgarian insurance companies, until 2027.

 

Praktiker Craiova consists of 9.385 sqm of gross leasable retail area, situated on one of the main arteries of Craiova, the sixth biggest city in Romania in terms of population. The retail unit is fully leased to Praktiker, a regional DIY retailers in Europe, until 2020. Early in 2016 the tenant offered to extend the lease agreement for an additional five years until December 2025, in exchange for reducing the annual rent to the levels of the temporary reduction that tenant and the previous owner had agreed for the last few months of 2015, namely to ~€600k. Such offer is under discussion.

 

Delenco office building consists of 10.280 sqm of gross leasable office area, spread over 11 floors. The building was completed in 2007 and it is located in Bucharest's centre. At the end of the reporting period, the Delenco office building was 97% let, with ANCOM (the Romanian Telecommunications Regulator) being the anchor tenant (70% of GLA).

 

Residential portfolio

This consists of five distinct groups of residential units in Bucharest and one in Sofia. As the market prices for residential properties picked up in 2015, the Company sold a number of units and by the end of 2015 still manages a total of 228 apartments and villas. The Group acquired the portfolio in two stages, the first in August 2014 and the second in May 2015.

 

Land Assets

Bela Logistic Centre is a 22,4 Ha plot in Odessa situated on the main highway to Kiev. Following the issuance of permits in 2008, below ground construction for the development of a 103.000 sqm gross buildable area of logistic center commenced. Construction was put on hold in 2009 due to the global economic crisis.

 

Kiyanovskiy Lane consists of four adjacent plots of land, totaling 0,55 Ha earmarked for a residential development, which are well located, overlooking the scenic Dnipro River, St. Michael's Spires and historic Podil neighborhood.

 

Tsymlyanskiy Lane is a 0,36 Ha plot of land located in the historic Podil District of Kiev earmarked for the development of a residential complex.

 

Balabino project is a 26,38 Ha plot of land situated on the south entrance of Zaporozhye, a city in the south of Ukraine with a population of 800.000 people. Balabino is zoned for retail and entertainment development.

 

Rozny Lane is a 42 Ha land plot located in Kiev Oblast, destined for the development of a residential complex. It has been registered under the Company pursuant to a legal decision in July 2015.

 

Pantelimon Lake consists of a ~40.000 sqm plot of land in east Bucharest situated on the shore of Pantelimon Lake, opposite the prestigious Lebada Hotel. The Company is in negotiations with its co-owner of the plot and the lending bank to re-profile/restructure the loan. The construction permit, which allows for gross buildable area of~54.000 sqm residential space to be built, was renewed in April 2014.

 

Boyana Land The complex of Boyana Residence includes adjacent land plots with surface of 17.000 sqm with building permits to develop gross buildable area of 21.851 sqm.

 

Green Lake land The Green Lake residences complex includes adjacent land plots of 40.360 sqm. The Green Lake project is situated in the northern part of Bucharest on the bank of Grivita Lake in Bucharest. SPDI owns 44,24% of these plots.

 

In 2015, the Company maintained in position its RICS accredited valuers, namely CBRE Ukraine for the Ukrainian Assets, and Real Act for the Romanian, Bulgarian and Greek Assets. The valuations have been carried out by the appraisers on the basis of Market Value in accordance with the current Practice Statements contained within the Royal Institution of Chartered Surveyors ("RICS") Valuation - Professional Standards (2014) (the "Red Book") and is also compliant with the International Valuation Standards (IVS).

 

At the year-end, the Company's property assets (including its % participation in assets classified under associates and available for sale) were valued at €117m, an increase of ~50% compared to December 2014, due to acquisitions effected throughout the reporting period. It should be noted that the fair value of the Ukrainian assets has been reduced by 24% due to the continuing crisis in the country, while valuations in Romania, and Greece showed marginal increases.

 

During the year the Company's asset portfolio became even more diversified in terms of geography as well as asset class. At the end of the reporting period, ~80% of the Company's portfolio is outside Ukraine with Romania becoming the prime country of operations (49%) in terms of Gross Asset Value.

 

 

Gross Asset Value

EURm/%

2015

2014

2013

Ukraine

24

21%

32

42%

40

100%

Greece

17

14%

17

21%

 

 

Romania

58

49%

29

37%

 

 

Bulgaria

18

16%

 

0%

 

 

Total

117

100%

78

100%

40

100%

 

In respect of the income generation capacity of the Company's assets (excluding income resulting from asset sales) only 25% of expected annualized income comes from Ukraine, with Romania being the prime source with 45%.

 

 

Annualized Net Operating Income

EURm

2015

2014

2013

Ukraine

1,8

25%

2,4

40%

2,7

100%

Greece

1,5

21%

1,5

25%

 

 

Romania

3,2

45%

2,1

35%

 

 

Bulgaria

0,6

8%

 

0%

 

 

Total

7,0

100%

6,0

100%

2,7

100%

 

Excluding a) the revaluation losses attributable mostly to the situation in Ukraine, b) the foreign exchange losses (related to the EBRD Terminal Brovary loan or the intercompany loans that have been affected on paper by the devaluation of the UAH) and c) any one off gains/losses, costs or impairments/provisions related to the properties acquired during the period the table below compares the performance of the last 2 operating periods, showing significant improvement.

 

EUR

2015

2014

 Rental Income

5.448.960

3.577.445

 Income from Sale of Asset - Cost of properties sold

387.808

14.458

 Income from Operations of Investments

5.836.768

3.591.903

 Investment property operating expenses

(1.124.583)

(756.561)

 Net Opereting Income from Investment Property

4.712.185

2.835.342

 Share of profits from associates (ex revaluation)

166.863

 

 Net Income from Avaliable for Sale assets (ex revaluation)

485.529

 

 Total Income

5.364.577

2.835.342

 Administration expenses

(2.981.338)

(2.684.422)

 Operating Result (EBITDA)

2.383.239

150.920

 Finance costs, net

(3.771.100)

(1.267.331)

 Income tax expense

(80.188)

(220.476)

 Operating Result after finance and tax expenses for the year

(1.468.049)

(1.336.887)

 Other income / (expenses), net

621.252

(136.058)

 Other finance costs

(603.495)

(110.072)

 Gain realized on acquisition of subsidiaries

2.181.834

766.221

 Fair Value (Losses) /Gains from investments

(6.785.554)

9.297.525

 Foreign exchange losses, net

(10.659.602)

(18.354.598)

 (Loss) / Profit for the year

(16.713.614)

(9.873.869)

 

The table below summarizes the main financial position of each of the Company's assets (representing the Company's participation at each asset) at the end of the reporting.

 

 

 

2015

 

 

 

 

 

 €m

 

 GAV*

 Debt*

 NAV

Innovations

Rom

14,4

7,4

7,0

Eos

Rom

6,6

3,9

2,7

Praktiker

Rom

7,2

4,8

2,4

Delenco

Rom

5,3

0,9

4,4

Autounion

Bul

7,0

2,5

4,5

GED logistics

Gr

16,5

12,3

4,2

Terminal Brovary

Ukr

12,3

12,2

0,1

Residential units

Rom & Bul

26,0

14,8

11,2

Land banking

Rom & Ukr

21,9

6,2

15,6

Total Value

 

117,1

65

52

Other balance sheet items, net **

 

 

-9,6

-9,6

 Net Asset Value total

 

 

 

42,4

Mcap 31/12/2015 (Share price at £0,245)

 

 

29,9

Mcap 27/6/2016 (Share price at £0,14)

 

 

15,7

Discount as of the reporting date vs NAV 31/12/2015

 

 

-63%

* Reflects the Company's participation at each asset

 

**Refer to balance sheet and related notes of the financial statements

 

      

 

The Net Equity attributable to the shareholders as at 31 December 2015 stood at ~€43m representing a 31% increase over the 2014 Net Asset Value driven by the new assets acquired for shares during the year as well as the new equity raised.

 

The NAV per share as at 31 December 2015 stood at GBP0,35. To compare with the 2014 equivalent NAV per share, one needs to take into account the more than doubling of the ordinary shares the Company has on issue, as a result of the March 2015 Open Offer (rights issues) to its existing shareholders as well as the issuing of more shares in exchange of assets that have been acquired. Even though the open offer was effected at a much lower price than the 12 month average to that date, the discount of the Market Value vis a vis the Company's NAV increased to 29% by year end.

 

3.3 Financial and Risk Management

 

The Group's overall bank principal debt exposure at the end of the reporting period was at €65m (including property assets fully or partially owned by the Company):

 

a. the €12,2m construction debt to Terminal Brovary from EBRD. This loan is denominated in US$ and stands at $13,25m at the end of the reporting period.

b. the €3,9m finance lease of the EOS business park with Alpha Bank Romania.

c. the €7,4m finance lease of the Innovations park with Bank of Piraeus Romania.

d. the €12,3m debt financing of the GED Logistics park and photovoltaic with Eurobank.

e. the €4,8m debt financing of the Praktiker Craiova with Marfin Bank Romania.

f. the €0,9m (24% participation at the total of €3,7m) debt financing of the Delenco office building with CEC.

g. the €2,5m (20% participation at the total of €12,6m) debt financing of the Autounion office building with Unicredit.

h. the €14,8m being the Company's portion on the residential portfolio debt financing.

i. with the remaining €6,2m being the Company's portion on land plot related debt financing in Romania and Bulgaria.

 

Overall, the Group's Loan to Value ratio at the end of 2015 stands at 52%.

 

Throughout 2015 the Company continued to focus on generating and preserving liquidity and optimizing its cash flow in a credit environment that had not improved much from a year before. The Company raised cash, which it used to acquire more assets, keeping a tight cash flow schedule, and managing its liabilities in a way to limit the need to carry cash on its balance sheet to a minimum. The reduction of Terminal Brovary rental income (due to tenants leaving or accepting lower rent to stay), as well as temporary cash shortfalls linked with tenants leaving until new tenants sign up in other property assets, have caused some cash shortfalls to the Company.

 

3.4 2016 and beyond

 

Going into 2016, the Company is poised to follow its strategy by identifying new income producing assets in Romania, Bulgaria and/or Greece, as well as the capital sources necessary to effect such acquisitions. As the political turmoil in Greece is beginning to level off, and the economic growth of Romania shows signs of further improvement, the time is ripe for the Company to seek making yet another step towards its stated goal of becoming a leading income producing property company in the South East Europe region. At the same time, and as the markets pick up, the Company will not close its eyes to possibilities of realizing values through the sale of assets, should these opportunities materialise.

 

4 Regional Economic Developments

 

4.1 Romania

 

Romania's GDP registered a 3,7% growth y-o-y in Q4 2015, the second highest among EU28 countries after the Czech Republic. After this result, the country's economic growth for 2015 reached a real 3,8%, compared to 2014's 2,8%.

 

The year ended with CPI falling in negative territory (-0,7% y-o-y), mainly due to VAT rate decreasing for all food products from 24% to 9% as of June 2015. Unemployment rate fell slightly to 6,7% compared to 2014. The Romanian government and the trade unions have reached an agreement to increase the gross minimum wage to €276 from €232 per month, as of May 2016. Also, the government reduced VAT from 24% to 20% and dividend withholding tax from 16% to 5% as of 1 January 2016.

 

Romania's current account deficit widened to €1,76bln in 2015, from €0,69bln a year earlier. Foreign direct investments totaled €3,04bln in the period under review, approximately 25% higher than in 2014. Long-term external debt at end-2015 stood at €71bln down 6,3% from end 2014. Debt stands at ~44% of GDP.

 

In May 2015, the Romanian National Bank cut its key monetary policy rate to a record low of 1,75%. Exchange rates remained relatively stable throughout 2015 at RON 4,50 to the Euro.

In December 2015, Moody's changed the outlook on Romania's Baa3 government ratings to positive from stable and affirmed Romania's Baa3/P-3 ratings, the lowest investment grade level. Moody's said that the country's significant progress in correcting its macroeconomic imbalances is one of the key drivers for changing its outlook.

 

Romania is expected to continue as the Region's outperformer in 2016, with an accelerating growth of more than 4%, mainly driven by private consumption. Reforms in taxation are likely to attract even higher investment volumes, along with improved EU funds absorption rate and public investment spending. However, scheduled elections for late 2016 may be a cause for some political uncertainty.

 

4.2 Bulgaria

 

Bulgaria's economy registered a 2,9% annual growth rate in 2015 (2014: 1,5%), the highest rate since 2011, beating June's estimate of 1,1%. Growth in 2015 was higher than initially expected due to stronger exports to the EU stemming from lower energy prices, the recovery of investments as a result of improved implementation of EU-funded projects and better labour market performance.

The country's current account showed a surplus of €542m in 2015, compared to a surplus of €493m a year earlier, according to the Bulgarian Central Bank. FDI rose to €1,58bln in 2015, increasing by approximately 23% in comparison with the previous year's volume.

 

Annual EU-harmonized CPI stood at minus 1,1% y-o-y, while unemployment recorded a rate of 10%, lower than 2014 rate of 11,5%. Exchange rates remained stable throughout 2015 at BGN 1,96 to the Euro.

 

The Bulgarian government announced the increase of the minimum monthly wage to € 215 as of 1 January 2016, up from €195.

 

The low energy cost, the aforementioned wage rise and the low inflation rates in the country benefits consumers in terms of disposal income. The on-going Euro area recovery is also expected to boost Bulgaria's economic performance in 2016, due to the country's high exposure to the area via trade and capital flows.

 

4.3 Ukraine

 

The deep recession which was a result of the on-going conflict in the Eastern border and sharp depreciation of the national currency in H1 2015, seems to be fading out as also the decline of GDP continues to decelerate. In Q4 2015, GDP registered a drop of 3,2% y-o-y compared to declines of 7,2% in Q3 and 14,6% in Q2. Based on these results, the annual average contraction of GDP reached 9,9% in 2015.

 

In Q4 2015, important reforms were carried out. In particular, Ukrainian authorities concentrated efforts on further business deregulation, trade liberalization, deepening cooperation with the EU and privatization. The IMF has endorsed the government's fiscal budget for 2016 and it is expected that the third tranche from its programme is expected to be available within Q3 2016. Due to the successful public debt restructuring, Standard & Poor's increased the ratings of sovereign foreign debt from SC to B-.

 

The consolidated budget deficit for 2015 reached about 3,5% of GDP, including government transfers to Naftogaz, the Pension Fund, and for banking re-capitalization. Net FDI reached USD 2,3 bln mainly from bank recapitalization.

 

During the year, the sharp depreciation of the UAH and the resultant increase in prices for imported goods and increase of the state-regulated tariffs led to an inflation of 43,3%, compared to 12% in 2014. Unemployment rate eased down to 9,4% from 11% a year earlier. After reaching a record of 30 UAH/USD in February, exchange rate seemed to stabilize between 24-25 UAH/USD.

 

A major development concerning international trade is that the Free Trade Agreement (FTA) between Ukraine and the EU has become effective on 1 January 2016. According to the government, the FTA will eliminate 97% of EU tariffs on Ukrainian exports and will reduce the average tariff on Ukrainian exports from 7,6% to 0,5%.

 

According to the latest forecasts, Ukraine is expected to return to a modest growth in 2016, if political reforms continue being implemented. Nevertheless, the conflict in eastern Ukraine remains a significant problem, as ceasefire violations from time to time jeopardize the country's stability.

 

4.4 Greece

 

After lengthy negotiations that started in February 2015, in August 2015 and among fears of "Grexit", Greece and the Eurozone stepped back from the brink and reached an agreement on a new three-year adjustment programme offering €86bln of financing in return for a number of reforms and measures to be implemented by the Greek government. This agreement led to the re-opening of the banks that had been closed for several weeks because of imposed capital controls in June 2015.

 

In September 2015, following a second snap election victory in less than 12 months the SYRIZA party remained in power so as to undertake the task of completing to pursue the implementation of the August agreement. A necessary step in this process being the formal evaluation by the lender technocrats of the political implementation of the required processes, political uncertainty lingers on in the country for as long as it is not completed, leading to deepening recession and lack of liquidity in the markets.

 

Greek GDP contracted by 0,2% in 2015 as a consequence of the aforementioned political uncertainty and also the capital controls' imposition, which reduced liquidity in the economy.

 

In autumn, another bank recapitalization - the third in as many years - took place for €14bn and proved to be successful, as systemic banks managed to find the necessary capital through mostly private (and foreign) investors.

 

Greek budget showed a primary surplus of €1,23bln in 2015 compared to a surplus of €0,53bln a year ago, while the general government deficit came to 7,2% of GDP compared to a 3,6% deficit in 2014.

 

Inflation rate remained in negative territory for the third consecutive year, being at minus 1,7% for 2015. Unemployment rate in the country eased slightly, standing at 24,6% at the end of 2015.

 

Political uncertainty mainly driven by the uncertainty of whether the government will proceed with the necessary economic reforms leading to a positive evaluations by the lenders, along with the on-going refugee crisis, are the two biggest issues that put the country's stability in question for 2016 and going forward.

 

5 Real Estate Market Developments

 

5.1 Romania

 

The total investment volume registered in Romania for 2015 recorded a 42% decrease, but the low level of investment volume can be explained by two major one-off transactions at the end of 2014.

 

Total industrial and logistics stock in Romania reached 2,1m sqm, of which 1m sqm is in Bucharest. Leasing demand in 2015 outpaced 2014 by 22%, reaching a total of 375.000 sqm. During the year, the investment volume reached approximately €300m, almost seven times higher than last year's volume. This number was achieved through portfolio acquisitions, distressed assets acquisitions and also sale-and-lease back transactions. Average prime rental rate remained at €3,8 per sqm, while vacancy rate in the country continued on its decreasing trend, reaching 5% from 11-12% in 2014. In Bucharest, vacancy rate dropped further to 3,3%, but the demand driven pressure is expected to ease after the delivery of projects under development. As a result of the high investment volume, yields compressed to 8,75% for prime properties, from last year's 9,5%.

 

Bucharest's office space stock recorded a 6,3% increase in 2015, compared to last year, reaching 2,37m sqm in total. Currently, approximately 0,41m sqm are under construction and scheduled for delivery in 2016. Adverse market conditions in 2009-2010, led to a significantly low number of signed contracts and with typical leases being signed for five years, the number of contracts expiring in 2015 was relatively small. Thus, total leasing activity in 2015 was 20% lower than a year earlier. The majority of lease agreements was signed by IT companies, continuing last year's trend. Prime headline rental rate recorded a slight increase by 2,8% during the year, reaching €18,5 per sqm (in CBD sub-market). Vacancy rate continued on its decreasing trend, reaching 11,9% from 13% in 2014. Yield for prime properties registered a 3,2% decrease to 7,5% in 2015.

 

The total modern retail supply in Romania reached approximately 3,2m sqm at the end of 2015 with Bucharest's stock currently standing at just over 1m sqm. Prime rental rates for shopping centers varies between €60-70 per sqm per month, for high street shops between €50-60 per sqm per month and for retail parks it is ~€8,5 per sqm per month. According to the national statistics office, retail sales rose by an annual 8,9% in 2015, mainly driven by food sales. Some of the most important retailers as Lidl, Mega Image, Rewe and Selgros have already expressed their intention to expand during 2016.

 

Romanian authorities issued a total of 39.112 building permits in 2015, a 3,8% increase in comparison with last year's numbers. In Bucharest, developers seem to adjust better to the existing demand, as the residential projects that target middle class buyers accounted for more than one third of the total stock delivered. Less than 50% of the transactions concluded on this segment are carried out by funding from the state guarantees programme Prima Casa (First Home), as the majority of middle class buyers already own a unit and are generally interested in moving into a house of higher quality. The purchase of a new house is now more feasible than before, due to the improved economic sentiment, the increase in the net average wage and also due to the successive decrease of the monetary policy interest rate by the National Bank, which allowed the banks to offer attractive mortgage loans in RON (Romanian local currency) with rates similar to Prima Casa. Prices have remained stable this year in Bucharest, standing at ~€1.000-1.100 per sqm.

 

5.2 Bulgaria

 

The total value of closed transactions on the investment market in Bulgaria in 2015 was €210 m, ~10% lower than in 2014. More than half of this volume stems from deals for development land.

 

During 2015, about 70.000 sqm of class A offices were delivered. As a consequence, the Sofia office stock increased slightly to 1,70m sqm. The pipeline of buildings, which are under construction, amounts to 160.000 sqm. Also, construction of 115.000 sqm of office space is suspended and if the trend of resuming such projects continues in 2016, office space supply will be even higher. The total class A and B vacant office space in Sofia decreased to 219.000 sqm. Thus the average vacancy rate for office space in the Bulgarian capital continued on its shrinking trend, reaching 12,9%, compared to 15,4% in the same period last year. Asking rents vary between €11-14 per sqm for Class A offices - depending on location, increased by almost 5% compared to 2014. At the same time, asking rents for Class B properties remained relatively stable between €6,5 and €8,5 per sqm.

 

In 2015, total modern retail stock in Bulgaria remained the same - approx. 844.000 sqm, as no new retail units were delivered. Shopping centers account for nearly 95% of the total stock. Vacancy rate in Sofia stood at 10% lower than last year's 12,4%, while in the other major cities it recorded a drop of 3% points to 12,4%. The situation in the Bulgarian retail market is not expected to change in 2016, as no new developments are planned for the time being, except for remodeling existing developments or resuming suspended construction projects.

 

Residential stock in Sofia showed a slight increase of 2% in newly completed projects in 2015. The high level of demand pushed the vacancy rates further down to 11% of the total stock. The number of transactions in 2015 showed a significant 25% y-o-y growth, while pre-sales accounted for 37% of all deals. As far as prices are concerned, a 5% y-o-y growth was registered. In addition, due to increasing demand and limited supply, the discount from the asking to the final price shrunk to 5% from 9% a year earlier.

 

5.3 Ukraine

 

Due to the deepening of the economic recession in Ukraine, many businesses were adopting a wait-and-see attitude in relation to further activity in the country, whilst the purchasing power of the country's population further decreased.

 

As of the end of 2015, total stock of modern warehousing and logistics space in the greater Kiev area amounted to 1,79m sqm, only a 3,5% increase in comparison with 2014, due to Ukraine's weak economic performance that led to a drop in demand from the occupier's side. The cumulative take-up reached 160.700 sqm, decreasing by around 25% compared to last year's performance. This number was generated mainly by logistics companies' relocation, cost cutting criteria being the driving force. As a result of Ukraine's weak economic performance vacancy rates generally increased, reaching 9,8% by the end of the year, from 6,1% a year earlier. Rental rates remained relatively stable at US$3-5 per sqm for Class A properties and US$2-3 for Class B. The majority of the new leases in 2015 were signed in the Ukrainian hryvnya without binding the rental payment to the US dollar.

 

The total office take-up in Kiev was around 174.000 sqm of GLA in 2015, twice as high as the figure registered during 2014. On the supply side, there was no major change in the office property market in Kiev and across Ukraine in 2015. The total office stock in Kiev reached around 1,8m sqm with approximately 70.000 sqm of offices delivered during 2015. The office vacancy rate in Kiev varied between 23-24% during Q1-Q3 2015, and decreased to around 21,5% by the end of the year. During 2015, a further downward correction in rental rates for classes B and C was witnessed, whilst rental rates for A-class properties remained in the range of USD 17-28 per sqm per month.

 

5.4 Greece

 

The property market is expected to recover gradually, once Greece emerges from the recession cycle. In terms of investment interest, the most dynamic sectors appear to be that of hospitality, as a result of a projected substantial growth in tourism.

 

The Industrial and Logistics market seemed stagnant in the first nine months of the year but in the last quarter investment activity started picking up. As a result, demand increased despite the fact that rents remained stable. Prime rental rates for industrial space are approximately €2,5 per sqm, while for logistics space they range from €3 to €4 per sqm. Demand for logistics space is expected to continue its increasing trend, especially after the successful privatization of Piraeus Port and the announcement for a tender regarding the Thriassio Freight Center in Attica Prefecture.

 

No major changes were observed in the office sector throughout 2015. Rental rates in prime office districts were stable through the whole year at €8-15/sqm depending on locations. This relatively large range is also a sign of market inefficiency due to the low transaction volume. Developers' unwillingness to commit to new constructions still exists, therefore there is no pipeline of new projects and this situation is not expected to change over the short or medium term.

 

6 Property Assets

 

6.1 Terminal Brovary Logistic Park, Ukraine

 

The Brovary Logistic Park consists of a 49.180 sqm GLA Class A warehouse and associated office space. The building has large facades to the Brovary ring road, at the intersection of the Brovary (Е-95/М-01 highway) and Borispol ring roads. It is located 10 km from Kiev city border and 5 km from Borispol international airport.

 

The building is divided into six independent sections (each at least 6.400 sqm), with internal clear ceiling of 12m height and industrial flooring constructed with an anti-dust overlay quartz finish. The terminal accommodates 90 parking spaces for cars and trucks, as well as 24 hour security.

 

As of the end of 2015, the Park was ~45% leased, representing a decrease of ~45% over the last year end numbers. This reduction was essentially driven by the on-going crisis of the Ukrainian economy, creating reduced warehouse storage needs.

 

Post period end, in May 2016 the Company fully leased the warehouse space while it also signed a letter of intent to sell the property to Rozetka, the leading Ukrainian internet retailer. Such sale is subject to EBRD approval as well as to various other conditions precedent.

 

6.2 Innovations Logistics Park, Romania

 

The Park incorporates approximately 8.470 sqm of multipurpose warehousing space, 6.395 sqm of cold storage and 1.705 sqm of office space. It is located in the area of Clinceni, south west of Bucharest center, 200m from the city's ring road and 6km from Bucharest-Pitesti (A1) highway. Its construction was completed in 2008 and was tenant specific. It comprises four separate warehouses, two of which offer cold storage.

 

In 2015 the warehouse was 87% leased with Nestle Ice Cream Romania being the anchor tenant. Following a request by Nestle Ice Cream, the Company has entered into discussions with Nestle and Bank of Piraeus to proceed with execution of an amicable settlement agreement, in breaking the remaining of Nestle's fix tenancy contract (until September 2018). In the meantime the Company has identified potential replacement tenants with whom it is having preliminary discussions.

 

6.3 EOS Business Park - Danone headquarters, Romania

 

The park consists of 5.000 sqm of land including a class "A" office building of 3.386 sqm GLA and 90 parking places. It is located next to the Danone factory, in the North-Eastern part of Bucharest with access to the Colentina Road and the Fundeni Road. The Park is very close to Bucharest's ring road and the DN 2 national road (E60 and E85) and is also serviced by public transportation. The park is highly energy efficient.

 

The Company acquired the asset in November 2014. The complex at the end of 2015 is fully let to Danone Romania, the French multinational food company, until 2026.

6.4 Praktiker Retail Center, Romania

 

The retail park consists of 21.860 sqm of land including a retail BigBox of 9.385 sqm GLA and 280 parking places. It is located in Craiova, on one of the main arteries of the city, along with most of the DIY companies.

 

The Company finalised the acquisition of the asset in July 2015. As at year-end, the complex is fully let to Praktiker Romania, a regional DIY retailer, until 2020 and the Company is negotiating the extension of the Praktiker lease agreement until December 2025 for an annual rent of ~€600.000

 

6.5 Delenco office building, Romania

 

The property is a 10.280 sqm office building, which consists of two underground levels, a ground floor and ten above-ground floors. The building is strategically located in the very center of Bucharest, close to three main squares of the city: Unirii, Alba Iulia and Muncii, only 300m from the metro station.

 

The Company acquired 24,35% of the property in May 2015. As of the end of 2015, the building is 97% let, with ANCOM (the Romanian Telecommunications Regulator) being the anchor tenant (70% of GLA).

 

6.6  Autounion office building, Bulgaria

 

A 19.476 sqm Class A office building which is located in a prime business area of Sofia, very close to the international airport and close to the city center. The building is BREEAM certified.

 

The Company acquired 20% of the property in April 2015. As at year-end 2015 Autounion is fully let to Eurohold Bulgaria, one of the largest Bulgarian insurance companies, on a long lease extending to 2027.

 

6.7 GED Logistics center, Athens Greece

 

The 17.756 sqm complex that consists of industrial and office space is situated on a 44.268 sqm land plot in the West Attica Industrial Area (Aspropyrgos). It is located at exit 4 of Attiki Odos (the Athens ring road) and is 10 minutes from the port of Piraeus (where COSCO runs two of the three piers of one of the biggest container port in the Mediterranean Sea) and the National Road connecting Athens to the north of the country. The roofs of the warehouse buildings house a photovoltaic park of 1.000KWp.

 

The buildings are characterized by high construction quality and state-of-the-art security measures. The complex includes 100 car parking spaces, as well as two central gateways (south and west).

 

The complex at the end of 2015 is 100% occupied, with the major tenant (approximately 70%) being the German transportation and logistics company Kuehne + Nagel.

 

6.8 Residential portfolio

 

· Romfelt Plaza (Doamna Ghica), Bucharest, Romania

 

Romfelt Plaza is a residential complex located in Bucharest, Sector 2, relatively close to the city center, easily accessible by public transport and nearby supporting facilities and green areas.

At the end of 2015, 20 apartments were available while 12 of them were rented, indicating an occupancy rate of 60%.

 

· Linda Residence, Bucharest, Romania

 

Linda Residence is a residential complex located in Bucharest, Sector 3, close to subway transportation which connects the project to all areas in Bucharest in less than 30 minutes.

 

At the end of 2015, 22 apartments were available with 4 of them being rented indicating an occupancy rate of approximately 18%.

 

In May 2016, the Company accepted an offer to sell in bulk most of the remaining units (16) it owned in Linda Residence.

 

· Monaco Towers, Bucharest, Romania

 

Monaco Towers is a residential complex located in South Bucharest, Sector 4, enjoying good car access due to the large boulevards, public transportation, and a shopping mall (Sun Plaza) reachable within a short driving distance or easily accessible by subway.

 

At the end of 2015, 26 units were available, 11 of them being rented indicating an occupancy rate of 42%.

 

· Blooming House, Bucharest, Romania

 

Blooming House is a residential development project located in Bucharest, Sector 3, a residential area with the biggest development and property value growth in Bucharest, offering a number of supporting facilities such as access to Vitan Mall, kindergartens, café, schools and public transportation (both bus and tram).

 

At the end of 2015, 22 units were available 11 of them being rented indicating an occupancy rate of 50%.

 

· Green Lake, Bucharest, Romania

 

A residential compound of 40.500 sqm GBA, which at the end of 2015 consisted of 40 unsold apartments plus 37 unsold villas, situated on the banks of Grivita Lake, in the northern part of the Romanian capital - the only residential project in Bucharest with a 200 meters frontage to a lake. The compound also includes facilities such as one of Bucharest's leading private schools (International School for Primary Education), outdoor sport courts and restaurants. Additionally Green Lake includes land plots totaling 40.360 sqm. SPDI owns ~43% of this property asset portfolio.

 

During the period, eight apartments and villas were sold while at the end of 2015, 77 units were unsold with 26 of them being let (occupancy rate of ~34% - 53% for apartments and 14% for villas).

 

· Boyana Residence, Sofia, Bulgaria

 

A residential compound, which consisted at acquisition date (May 2015) of 67 apartments plus 83 underground parking slots developed on a land surface of 5.700 sqm, situated in the Boyana high end suburb of Sofia, at the foot of Vitosha mountain with GBA totaling to 11.400 sqm. The complex includes adjacent land plots with surface of 17.000 sqm with building permits under renewal to develop GBA of 21.851 sqm.

 

During 2015, six apartments were sold, with 61 units remaining unsold at the end of 2015.

 

6.9 Land Assets

 

· Aisi Bela - Bela Logistic Center, Odessa, Ukraine

 

The site consists of a 22,4 Ha plot of land with zoning allowance to construct up to 103.000 sqm GBA industrial properties and is situated on the main Kiev - Odessa highway, 20km from Odessa port, in an area of high demand for logistics and distribution warehousing.

 

The Company has hired a new security agency to safeguard the premise and does not intend to recommence construction in the near future.

 

· Kiyanovskiy Lane - Kiev, Ukraine

 

The project consists of 0,55 Ha of land located at Kiyanovskiy Lane, near Kiev city centre. It is destined for the development of business to luxury residences with beautiful protected views overlooking the scenic Dnipro River, St. Michaels' Spires and historic Podil.

 

Certain local developers have approached the Company in late 2015 in order to explore the possibility of co-development. Such proposals are being evaluated by the Company.

 

· Tsymlyanskiy Lane - Kiev, Ukraine

 

The 0,36 Ha plot is located in the historic and rapidly developing Podil District in Kiev. The Company owns 55% of the plot, with one local co-investor owning the remaining 45%.

 

During Q4 2015, a number of interested parties approached the Company with the intent to partnering in commencing the development of this property. Such proposals are being evaluated.

 

· Balabino- Zaporozhye, Ukraine

 

The 26,38 Ha site is situated on the south entrance of Zaporozhye city, three km away from the administrative border of Zaporozhye. It borders the Kharkov-Simferopol Highway (which connects eastern Ukraine and Crimea and runs through the two largest residential districts of the city) as well as another major artery accessing the city centre.

 

The site is zoned for retail and entertainment. Development has been put on hold.

 

· Rozny Lane - Kiev Oblast, Kiev, Ukraine

 

The 42 Ha land plot located in Kiev Oblast, destined for the development of a residential complex.

Following protracted legal battle it has been registered under the Company pursuant to a legal decision in July 2015.

 

· Delia Lebada, Romania

 

The site consists of a ~40.000 sqm plot of land in east Bucharest situated on the shore of Pantelimon Lake, opposite to a famous Romanian hotel, the Lebada Hotel. The lake itself, having a 360 Ha surface, is the largest lake of Bucharest and provides for many leisure activities like fishing, cycling, walking, etc. At the back of the property there is a forest which transforms the area into a very attractive habitat for families and adds value to the residential units to be developed.

 

The construction permit, which allows for ~54.000 sqm to be built, was renewed in April 2014 but the project has been on hold. As the lending bank (Bank of Cyprus) expressed the intent not to renew the land acquisition loan (that the Company inherited upon acquisition of the asset as part of a portfolio in 2015 and which was in default), the Company entered in negotiations with the co-owner and the financing bank either acquire the associated loan, or sell the property all together. In the meantime the SPV owning the plot has entered into an insolvency status.

 

7 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2015

 

Note

2015

2014

 

 

Operating income

11.2

5.130.637

3.591.903

Valuation (losses)/gains from Investment Property

11.2

(2.335.247)

9.297.525

 

 

2.795.390

12.889.428

Administration expenses

11.3

(2.981.338)

(2.684.422)

Investment property operating expenses

11.4

(1.124.583)

(756.561)

Gain realized on acquisition of subsidiaries

11.11

2.181.834

766.221

Other operating income/(expenses), net

11.5

621.252

(136.058)

Share of profits/(losses) from associates

11.12

(1.244.572)

-

Impairment allowance for inventory and provisions

11.6

(1.675.659)

-

Goodwill impairment

11.11

(657.082)

-

Operating profit / (loss)

 

(2.084.758)

10.078.608

Finance income

11.7

63.596

80.895

Interest expenses

11.7

(3.834.696)

(1.348.226)

Other finance costs

11.7

(603.495)

(110.072)

Foreign exchange (loss), net

11.8

(5.071.048)

(7.512.640)

Profit / (Loss) before tax

 

(11.530.401)

1.188.565

Income tax expense

11.9

(80.188)

(220.476)

Profit / (Loss) for the year

 

(11.610.589)

968.089

Other comprehensive income

 

 

 

Exchange difference on I/C loans to foreign holdings

11.8

(13.653.402)

(19.746.111)

Exchange difference on translation of foreign operations

11.19

8.064.848

8.904.153

Available-for-sale financial assets - fair value gain

11.15

485.529

-

Total comprehensive income for the year

 

(16.713.614)

(9.873.869)

 

 

 

 

Profit / (Loss) attributable to:

 

 

 

Owners of the parent

 

(11.015.852)

927.337

Non-controlling interests

 

(594.737)

40.752

 

 

(11.610.589)

968.089

Total comprehensive income attributable to:

 

 

 

Owners of the parent

 

(15.981.196)

(9.577.120)

Non-controlling interests

 

(732.418)

(296.749)

 

 

(16.713.614)

(9.873.869)

 

Earnings / (Losses) per share (Euro cent per share):

 

11.26

 

 

Basic earnings/(losses) for the year attributable to ordinary equity owners of the parent

 

 

(0,16)

0,03

Diluted earnings/(losses) for the year attributable to ordinary equity owners of the parent

 

 

 

(0,13)

0,03

 

 

 

8 CONSOLIDATED STATEMENT OF FINANCIAL POSITION

For the year ended 31 December 2015

 

 

Note

2015

2014

 

 

 

 

ASSETS

 

 

 

 

Non‑current assets

 

 

 

 

Investment properties

11.10

94.340.471

53.533.187

 

Investment properties under development

11.10

5.125.389

5.083.216

 

Prepayments made for investments

11.10

100.000

2.674.219

 

Tangible and intangible assets

11.13

164.617

200.203

 

Goodwill

11.11

-

43.269

 

Long-term receivables

 

252.916

125.909

 

Investments in associates

11.12

4.887.944

-

 

Available for sale financial assets

11.15

2.783.535

-

 

 

 

107.654.872

61.660.003

 

Current assets

 

 

 

 

Inventories

11.14

11.300.000

-

 

Prepayments and other current assets

11.16

4.795.223

4.251.489

 

Cash and cash equivalents

11.17

895.422

891.938

 

 

 

16.990.645

5.143.427

 

Total assets

 

124.645.517

66.803.430

 

EQUITY AND LIABILITIES

EQUITY AND LIABILITIES

 

 

 

 

Issued share capital

11.18

900.145

338.839

 

Share premium

 

122.874.268

97.444.044

 

Foreign currency translation reserve

11.19

6.653.023

(1.411.825)

 

Exchange difference on I/C loans to foreign holdings

11.28

(33.399.513)

(19.746.111)

 

Available for sale financial assets - fair value reserve

 

485.529

-

 

Accumulated losses

 

(55.080.327)

(44.064.475)

 

Equity attributable to equity holders of the parent

 

42.433.125

32.560.472

 

Non Controlling interests

Non-controlling interests

11.20

25

615.527

615.527

651.882

651.882

 

Total equity

 

43.048.652

33.212.354

 

Non - Current liabilities

 

 

 

 

Borrowings

11.21

26.263.559

12.255.716

 

Finance lease liabilities

11.25

11.273.639

11.463.253

 

Redeemable preference shares

11.18

-

349.325

 

Trade and other payables

11.22

4.672.888

214.685

 

Deposits from tenants

11.23

623.770

499.831

 

 

 

42.833.856

24.782.810

 

Current liabilities

 

 

 

 

Borrowings

11.21

27.417.220

5.960.706

 

Trade and other payables

11.22

3.044.036

1.654.852

 

Taxes payable

11.24

822.005

431.828

 

Redeemable preference shares

11.18

6.430.536

349.325

 

Provisions

11.24

724.445

68.253

 

Deposits from tenants

11.23

132.684

161.579

 

Finance lease liabilities

11.25

192.083

181.723

 

 

 

38.763.009

8.808.266

 

Total liabilities

 

81.596.865

33.591.076

 

Total equity and liabilities

 

124.645.517

66.803.430

Net Asset Value (NAV) € per share:

11.26

 

 

Basic NAV attributable to equity holders of the parent

 

0,47

0,96

Diluted NAV attributable to equity holders of the parent

 

0,41

0,84

 

 

 

 

       

 

On 29 June 2016 the Board of Directors of SECURE PROPERTY DEVELOPMENT & INVESTMENT PLC authorised these financial statements for issue.

Lambros Anagnostopoulos

Paul Ensor

Constantinos Bitros

Director & Chief Executive Officer

Director & Chairman of the Board

Chief Financial Officer

 

9 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2015

 

Attributable to owners of the Company

 

 

 

 

Share capital

Share premium,

Net1

Accumulated losses, net of non-controlling interest2

Exchange difference on I/C loans to foreign holdings3

Foreign currency translation reserve4

Available for sale financial asset assets - fair value reserve5

Total

Non- controlling interest

Total

 

 

Balance - 31 December 2013

4.383.018

92.704.841

(49.093.113)

-

(10.315.978)

-

37.678.768

948.631

38.627.399

Profit for the year

-

-

927.337

-

-

-

927.337

40.752

968.089

Exchange difference on I/C loans to foreign holdings (Note 11.19)

-

-

-

(19.746.111)

-

-

(19.746.111)

-

(19.746.111)

Foreign currency translation reserve

-

-

-

-

8.904.153

-

8.904.153

(337.501)

8.566.652

Issue of share capital, net (Note 11.18)

57.122

4.739.203

-

-

-

-

4.796.325

-

4.796.325

Reduction of share capital

(4.101.301)

-

4.101.301

-

-

-

-

-

-

Balance - 31 December 2014

338.839

97.444.044

(44.064.475)

(19.746.111)

(1.411.825)

-

32.560.472

651.882

33.212.354

Loss for the year

-

-

(11.015.852)

-

-

-

(11.015.852)

(594.737)

(11.610.589)

Exchange difference on I/C loans to foreign holdings (Note 11.19)

-

-

-

(13.653.402)

-

-

(13.653.402)

-

(13.653.402)

Foreign currency translation reserve

-

-

-

-

8.064.848

-

8.064.848

(137.681)

7.927.167

Fair value gain on available-for-sale financial assets (Note 11.15)

-

-

-

-

-

485.529

485.529

-

485.529

Acquisition of non-controlling interest

-

-

-

-

-

-

-

696.063

696.063

Issue of share capital, net (Note 11.18)

561.306

25.430.224

-

-

-

-

25.991.530

-

25.991.530

Balance - 31 December 2015

900.145

122.874.268

(55.080.327)

(33.399.513)

6.653.023

485.529

42.433.125

615.527

43.048.652

 

 

1Share premium is not available for distribution.

2Companies which do not distribute 70% of their profits after tax, as defined by the relevant tax law, within two years after the end of the relevant tax year, will be deemed to have distributed as dividends 70% of these profits. Special contribution for defense at 20% will be payable on such deemed dividends to the extent that the shareholders (companies and individuals) are Cyprus tax residents. The amount of deemed distribution is reduced by any actual dividends paid out of the profits of the relevant year at any time. This special contribution for defense is payable on account of the shareholders.

3 Exchange differences on intercompany loans to foreign holdings arose as a result of devaluation of the Ukrainian Hryvnia during 2014 and 2015. The Group treats the mentioned loans as a part of the net investment in foreign operations (Note 11.28).

4 Exchange differences related to the translation from the functional currency of the Group's subsidiaries are accounted for directly to the foreign currency translation reserve. The foreign currency translation reserve represents unrealized profits or losses related to the appreciation or depreciation of the local currencies against the euro in the countries where the Company's subsidiaries own property assets.

5 Available For Sale financial assets are measured at fair value. Fair value changes on AFS assets are recognized directly in equity, through other comprehensive income.

 

10 CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 December 2015

 

Note

2015

2014

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 Profit/(loss) before tax and non-controlling interests

 

(11.530.401)

1.188.565

Adjustments for:

 

 

 

(Gains)/losses on revaluation of investment property

11.2

2.335.247

(9.297.525)

(9.297.525)

Other non-cash movements

 

35.071

(593.717)

Write offs of prepayments

11.5

47.316

3.973

Impairment of assets

11.5

342.280

-

Accounts payable written off

11.5

(1.197.740)

(12.422)

Depreciation/ Amortization charge

11.3

40.823

17.897

Interest income

11.7

(63.596)

(80.895)

Interest expense

11.7

3.834.696

1.385.223

Share of losses from associates

11.12

1.244.572

-

Gain on acquisition of subsidiaries

11.11

(2.181.834)

(766.221)

Impairment on Inventory

11.6

975.659

-

Goodwill Impairment

11.11

657.082

-

Effect of foreign exchange differences

11.8

5.071.048

7.512.640

Cash flows used in operations before working capital changes

 

(389.777)

(642.482)

Change in inventories

11.13

24.341

-

Change in prepayments and other current assets

11.15

1.242.809

(1.754.061)

Change in trade and other payables

11.22

1.131.688

(710.064)

Change in VAT and other taxes receivable

11.15

(290.593)

1.408.353

Increase in Provisions

11.24

656.192

(50.770)

Change in other taxes payables

11.24

87.524

(49.029)

Increase in deposits from tenants

11.23

(117.497)

211.228

Cash generated from operations

 

2.344.687

(1.586.825)

Income tax paid

 

(238.616)

(284.153)

Net cash flows provided/(used) in operating activities

 

2.106.071

(1.870.978)

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

Capital expenditure on investment property

11.10

-

(60.155)

Prepayment made for acquisition of investment property

11.10

(100.000)

(624.841)

Cash outflow on available for sales financial assets

 

(2.298.005)

-

Interest received

 

63.596

80.895

Cash outflow on acquisition of subsidiaries

11.11

(1.786.934)

(6.210.254)

Net cash flows from / (used in) investing activities

 

(4.121.343)

(6.814.355)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

Proceeds from issue of share capital/shareholders advances

11.18

10.839.040

1.727.691

Net (repayment) of borrowings

11.21

(5.672.198)

(565.389)

Interest and financial charges paid

 

(2.619.506)

(1.170.847)

Decrease in financial lease liabilities

11.25

(179.255)

(82.444)

Repayment of preference shares

11.18

(349.325)

-

Net cash flows from / (used in) financing activities

 

2.018.756

(90.989)

Net increase/(decrease) in cash at banks

 

(203.603)

(8.956.072)

At beginning of the year

 

891.938

9.668.260

Effect of foreign exchange rates on cash and cash equivalents

 

(207.087)

(179.750)

At end of the year

11.17

895.422

891.938

 

11 Notes to the Consolidated Financial Statements

For the year ended 31 December 2015

 

11.1 Investment in subsidiaries

 

The Company has direct and indirect holdings in other companies, collectively called the Group, that were included in the consolidated financial statements, and are detailed below:

 

 

 

 

Holding %

Name

Country of incorporation

Related Asset

as at

 31 Dec 2015

as at

31 Dec 2014

SC SECURE Capital Limited

Cyprus

 

100

100

SL SECURE Logistics Limited

Cyprus

Brovary Logistics Park

100

100

LLC Aisi Brovary

Ukraine

100

100

LLC Terminal Brovary

Ukraine

100

100

LLC Aisi Ukraine

Ukraine

Kiyanovskiy Residence

100

100

LLC Retail Development Balabino

Ukraine

100

100

LLC Trade Center

Ukraine

100

100

LLC Almaz‑press‑Ukrayina

Ukraine

Tsymlianskiy Residence

55

55

LLC Aisi Bela

Ukraine

Bela Logistic Park

100

100

LLC Merelium Investments

Ukraine

Merged

-

100

LLC Interterminal

Ukraine

Zaporizhia Retail Center

100

100

LLC Aisi Outdoor

Ukraine

Merged

-

100

LLC Aisi Ilvo

Ukraine

 

100

100

LLC Aisi Donetsk

Ukraine

Merged

-

100

Myrnes Innovations Park Limited

Cyprus

Innovations Logistics Park

100

100

Best Day Real Estate SRL

Romania

100

100

Yamano Holdings Limited

Cyprus

EOS Business Park

100

100

Secure Property Development and Investment Srl

Romania

100

100

N-E Real Estate Park First Phase Srl

Romania

100

100

Victini Holdings Limited

Cyprus

GED Logistics

100

100

SPDI Logistics S.A.

Greece

100

-

Zirimon Properties Limited

Cyprus

Delea Nuova

100

-

Bluehouse Accession Project IX Limited

Cyprus

Praktiker Craiova

100

-

Bluehouse Accession Project IV Limited

Cyprus

100

-

Bluebigbox 3 Srl

Romania

100

-

SEC South East Continent Unique Real Estate Investments II Limited

Cyprus

 

100

100

SEC South East Continent Unique Real Estate (Secured) Investments Limited

Cyprus

 

100

-

Diforio Holdings Limited

Cyprus

Residential and Land portfolio

100

100

Demetiva Holdings Limited

Cyprus

100

100

Ketiza Holdings Limited

Cyprus

90

45

Frizomo Holdings Limited

Cyprus

100

100

SecMon Real Estate SRL

Romania

100

100

SecVista Real Estate SRL

Romania

100

100

SecRom Real Estate SRL

Romania

100

100

Ketiza Real Estate SRL

Romania

90

45

Edetrio Holdings Limited

Cyprus

100

-

Emakei Holdings Limited

Cyprus

100

-

RAM Real Estate Management Limited

Cyprus

50

-

Iuliu Maniu Limited

Cyprus

45

-

Moselin Investments srl

Romania

45

-

Rimasol Enterprises Limited

Cyprus

44,24

-

Rimasol Real Estate Srl

Romania

44,24

-

Ashor Ventures Limited

Cyprus

44,24

-

Ashor Development Srl

Romania

44,24

-

Jenby Ventures Limited

Cyprus

44,30

-

Jenby Investments Srl

Romania

44,30

-

Ebenem Limited

Cyprus

44,30

-

Ebenem Investments Srl

Romania

44,30

-

Sertland Properties Limited

Cyprus

100

-

Boyana Residence ood

Bulgaria

100

-

Mofben Investments Limited

Cyprus

100

-

Delia Lebada Invest srl

Romania

65

-

 

Within the reporting period the subsidiaries LLC Aisi Outdoor, LLC Merelium Investments and LLC Aisi Donetsk were merged to LLC Aisi Ilvo. The reorganization (merger) process was finished in June 2015. The Group is planning to further streamline its structure in Cyprus, Ukraine and Romania throughrout 2016-2017.

 

During the reporting period the Company realized a number of acquisitions: GED Warehouse, Praktiker Craiova and a part of the mixed portfolio including commercial, residential properties and land were categorized under "Investment Property" (Notes 11.10 & 11.11). Another part of the mixed portfolio (Delea Nuova office Building , Green Lake land has been categozied under "Associates" (Note 11.12). The 20% acquisition of Autounion has been recored under "Available for Sale Fianancial Assets" (Note 11.15).

 

11.2 Operating Income

 

Operating income in the net amount of €5.130.637 for the year ended 31 December 2015 represents:

 

a) rental income as well as service charges and utilities income collected from tenants as a result of the rental agreements concluded with tenants of the Terminal Brovary Logistic Park (Ukraine), Innovations Logistics Park (Romania), EOS Business Park (Romania), Praktiker Craiova (Romania), and GED Logistics (Greece),

b) income from the sale of electricity by GED Logistics to the Greek grid,

c) rental income and service charges by tenants of the Residential Portfolio, and

d) sales proceeds income from sale of several apartments and parking spaces from the Residential Portfolio minus the deduction of Cost of assets Sold, representing the fair value of the previous year of the apartments and parking spaces sold in 2015. The net income from sale of assets incudes both sales from Investment Property assets and Inventory assets.

 

 

31 Dec 2015

31 Dec 2014

 

Rental income

4.605.022

3.063.875

Sale of electricity

297.962

-

Service charges and utilities income

545.976

513.570

Total income from rental contracts

5.448.960

3.577.445

Income from sale of assets

1.725.326

107.917

Cost of assets sold

(2.043.649)

(93.459)

Net Income from sale of assets

(318.323)

14.458

 

 

 

Total Operating income

5.130.637

3.591.903

 

Occupancy rates in the various income producing assets of the Group as at 31 December 2015 were as follows:

 

Income producing assets

%

 

31 Dec 2015

31 Dec 2014

EOS Business Park

Romania

100%

100%

Innovations Logistics Park (Note 11.32)

Romania

87%

100%

GED Logistics

Greece

100%

n/a

Terminal Brovary (Note 11.32)

Ukraine

47%

94%

Praktiker Craiova (Note 11.32)

Romania

100%

n/a

 

Valuation gains /(losses) from investment property for the reporting period, excluding foreign exchange translation differences which are incorporated in the table of Note 11.10, are presented in the table below.

 

Property Name (€)

Valuation gains/(losses)

 

31 Dec 2015

31 Dec 2014

 

Brovary Logistic Park

(589.179)

8.512.454

Bela Logistic Center

1.513.658

1.646.852

Kiyanovskiy Lane

278.302

1.155.225

Tsymlyanskiy Lane

178.669

184.450

Balabino Lane

(8.143)

269.744

Rozny Lane (Note 11.10)

(865.054)

(2.440.200)

Innovations Logistics Park

400.000

1.000.000

EOS Business Park

150.000

550.000

Residential Portfolio

251.500

(1.581.000)

Green Lake

(865.000)

-

Pantelimon Lake

(10.000)

-

Praktiker Craiova

(2.870.000)

-

GED Logistics

100.000

-

Total

(2.335.247)

9.297.525

 

11.3 Administration Expenses

 

 

31 Dec 2015

31 Dec 2014

 

Salaries and Wages

(1.108.614)

(807.171)

Legal fees

(241.092)

(410.394)

Advisory fees

(323.232)

(380.525)

Corporate registration and maintenance fees

(226.326)

(210.164)

Directors' remuneration

(278.417)

(171.197)

Audit and accounting fees

(191.230)

(143.261)

Public group expenses

(155.766)

(101.780)

Depreciation/Amortization charge

(40.823)

(17.897)

Sundry expenses

(415.838)

(442.033)

Total Administration Expenses

(2.981.338)

(2.684.422)

 

Salaries and wages include the remuneration of the CEO, the CFO, the Group Commercial Director, the Group Investment Director and the Country Managers of Ukraine and Romania, as well as the salary cost of personnel employed in the region.

 

Legal fees represent legal expenses incurred by the Group in relation to asset operations (rentals, sales etc), ongoing legal cases in Ukraine, debt restructurings as well as its compliance with AIM listing.

 

Advisory fees are mainly related to outsourced human resources support on the basis of advisory contracts, capital raising advisory expenses and marketing expenses incurred by the Group in relation to Cypriot, Ukrainian, Romanian, Bulgarian and Greek operations.

 

Directors' remuneration represents the remuneration of all non-executive Directors and committee members (Note 11.28)

 

Audit and accounting expenses includes the audit fees and accounting fees for the Company and all the subsidiaries.

 

Public group expenses include among others fees paid to the AIM: LSE stock exchange and the Nominated Advisor of the Company as well as other expenses related to the listing of the Company.

 

Depreciation/Amortization expense is mainly related to amortization of software (ERP - Navision) and for the depreciation of the generator in Terminal Brovary.

 

Sundry expenses include office expenses, travel expenses, communication expenses, D&O insurance and all other general expenses for Cypriot, Romanian, Ukrainian, Bulgarian and Greek operations.

 

11.4 Investment property operating expenses

 

The Group incurs expenses related to the proper operation and maintenance of all the income generating properties in Kiev, Bucharest, Athens, Sofia and Craiova. A part of these expenses is recovered from the tenants through the rental agreements (11.2).

 

31 Dec 2015

31 Dec 2014

 

Property Management fees

(253.060)

(316.768)

Property related taxes

(363.080)

(59.301)

Expenses for Utilities

(274.149)

(244.557)

Property security

(55.688)

(11.984)

Repairs and technical maintenance

(70.247)

(6.399)

Leasing expenses

(30.861)

(36.997)

Property Insurance

(48.258)

(11.919)

Other Investment property operating expenses

(29.240)

(68.636)

Total

(1.124.583)

 (756.561)

 

Property Management fees relate to Property Management Agreements for Terminal Brovary Logistics Park, Innovation Logistics Park, and Praktiker Craiova with third party Managers outsourcing the related services.

 

Property related taxes reflect local taxes related to land and building properties (in the form of land taxes, building taxes, garbage fees, etc).

 

Leasing expenses reflect expenses related to long term land leasing.

 

11.5 Other operating income/(expenses), net

 

 

31 Dec 2015

31 Dec 2014

 

Compensation received

182.638

-

Accounts payable written off

1.197.740

12.422

Other income

1.380.378

12.422

 

 

 

Impairment of assets

(342.280)

-

Provision/impairment of prepayments and other current assets

(47.316)

(3.973)

Transaction costs

(287.999)

-

Other expenses

(81.531)

(144.507)

Other expenses

(759.126)

(148.480)

 

 

 

Total

621.252

(136.058)

 

Compensation received relates to the extraordinary income due to early break off tenancy agreements by tenants in Terminal Brovary.

 

Accounts payable written off represent a write off of management fees associated with SEC South East Continent Unique Estate Investments Ltd charged by a related party, SECURE Management Ltd, which has accepted to forgo any claim on such payable amount. 

 

Impairment of assets represents an amount paid by a subsidiary 8 years ago for acquiring an option to buy properties which has not been exercised.

 

Transaction costs represent due diligence costs for properties that were considered for acquisition which at the end were not acquired. Such expenses were presented previously as Deferred expenses.

 

Other income/(expenses) represents  mainly non recoverable VAT.

 

11. 6 Impairment allowance for inventory and provisions

 

 

31 Dec 2015

31 Dec 2014

 

Impairment of Inventory

(975.659)

-

Provision (Note 11.24, 11.29)

(700.000)

-

Total

(1.675.659)

-

 

Impairment of Inventory relates to Boyana residence (Note 11.14).

 

Provision reflects potential contigent liabilities from legal cases (Notes 11.24 and 11.29).

 

11.7 Finance costs and income

Finance income

31 Dec 2015

31 Dec 2014

 

Interest from non bank loans

48.730

-

Bank interest income

14.866

80.895

Total finance income

63.596

80.895

 

Finance costs

31 Dec 2015

31 Dec 2014

 

Borrowing interest expenses (Note 11.21)

(3.283.056)

(1.091.474)

Finance leasing interest expenses (Note 11.25)

(551.640)

(256.752)

Finance charges and commissions

(258.493)

(68.744)

Default interest

(325.707)

-

Other finance expenses

(19.295)

(41.328)

Total finance costs

(4.438.191)

(1.458.298)

 

 

 

Net finance result

(4.374.595)

(1.377.403)

 

Borrowing interest expense represents interest expense charged on bank and non-bank borrowings.

 

Finance leasing interest expenses relate to the sale and lease back agreements of the Group.

 

Finance charges and commissions include regular banking commissions, and various fees paid to the banks, including a fee paid to EBRD for the restructuring of the Terminal Brovary loan amounting to €99.154.

 

Default interest relates to interest charged by Bank of Cyprus in relation to the loan over Delia Lebada Invest srl (Note 11.21).

 

11.8 Foreign exchange profit / (losses)

 

a. Foreign exchange loss - non realised

 

Foreign exchange losses (non-realised) resulted from the loans and/or payables/receivables denominated in non EUR currencies when translated in EUR, mainly the EBRD loan (Note 11.21). The exchange loss for the year ended 31 December 2015 amounted to €5.071.048 (2014: loss € 7.512.640).

 

b. Exchange difference on intercompany loans to foreign holdings

 

The intercompany loans provided by SC Secure Capital Limited to Ukrainian subsidiaries (Note 11.28) incurred an exchange loss (non-realised) of €13.653.402, due to the UAH devaluation which took place during the reporting period (2014: loss 19.746.111). Settlement of these loans is not planned to occur in the foreseeable future and in substance is part of the Group's net investment in its foreign operations.

 

11.9 Income Tax Expense

 

31 Dec 2015

31 Dec 2014

 

Current income and defence tax expense

(80.188)

(220.476)

Taxes

(80.188)

(220.476)

 

For the year ended 31 December 2015, the corporate income tax rate for the Company's subsidiaries are as follows: in Ukraine 19%, in Romania 16%, in Greece 26% and in Bulgaria 10%. The corporate tax that is applied to the qualifying income of the Company and its Cypriot subsidiaries is 12,5%.

 

The tax on the Group's results differs from the theoretical amount that would arise using the applicable tax rates as follows:

 

 

31 Dec 2015

31 Dec 2014

 

Profit / (loss) before tax

(11.530.401)

1.188.565

 

 

 

Tax calculated on applicable rates

(3.340.505)

318.134

Expenses not recognized for tax purposes

483.029

941.488

Tax effect of allowances and income not subject to tax

(248.073)

(139.164)

Tax effect of group tax relief

(8.573)

-

Tax effect on tax losses for the year

3.181.833

(882.377)

Tax effect on tax losses brought forward

(822)

(43.807)

10% additional tax

7.200

13.989

Defence tax

2.092

2.656

Overseas tax in excess of credit claim used during the year

166

6.598

Prior year tax

3.841

2.959

Total Tax

80.188

220.476

 

11.10 Investment Property

 

11.10.1 Investment Property Presentation

 

Investment Property consists of the following assets:

 

Income Producing Assets

 

· Terminal Brovary Logistic Park consists of a 49.180 sqm gross leasable Class A warehouse and associated office space, situated on the junction of the main Kyiv - Moscow highway and the Borispil road. The facility is in operation since Q1 2010 and as at the end of the reporting period its warehouse space is ~47% leased (~45% occupancy). 

 

· Innovations Logistic Park is a 16.570 sqm gross leasable area logistics park located in Clinceni in Bucharest, which benefits from being on the Bucharest ring road. Its construction was tenant specific, was completed in 2008 and is separated in four warehouses, two of which offer cold storage (freezing temperature), the total area of which is 6.395 sqm. Innovations was acquired by the Group in May 2014 and was 87% leased at the end of the reporting period.

 

· EOS Business Park is a 3.386 sqm gross leasable area and includes a Class A office Building in Bucharest, which is currently fully let to Danone Romania. EOS Business Park was acquired by the Group in October 2014.

 

· GED Logistics is a logistics park comprising 17.756 gross leasable sqm and has a net operating income ("NOI") of approximately €1,5 million per annum. It is fully let to the German multinational transportation and logistics company, Kuehne + Nagel (70%) and to a Greek commercial company trading electrical appliances GE Dimitriou SA (30%). The NOI also includes income from selling electric energy produced by the 1MW photovoltaic park installed on the roof of the property to the Greek Electric Grid.

 

· Praktiker Craiova, a DIY retail property was acquired by the Group in July 2015. Situated in a prime location in Craiova, Romania it is wholly let to Praktiker, a regional DIY retailer. The property has a Gross Lettable Area ('GLA') of 9.385 square meters and at the time the agreement to acquire the property was concluded, it produced an annualized gross rental income of ~€1 million. Early in 2016 the tenant offered to extend the lease agreement for an additional 5 years until 2025, in exchange of reducing the annual rent to the levels of the temporary reduction that the tenant and the previous owner had agreed for the last few months of 2015, namely to ~€600k. Such offer is under discussion.

 

Residential Assets

 

· The Company owns a residential portfolio, consisting at the end of the reporting period of partly let and income producing 104 apartments and villas across five separate complexes (Residential portfolio: Romfelt, Linda, Monaco, Blooming House, Green Lake Residential: Green Lake Parcel K) located in different residential areas of Bucharest and Sofia. The Group acquired the portfolio partly in August 2014 and partly May 2015. The aggregate residential portfolio is ~27% let at the end of the reporting period.

 

Land Assets

 

· Bela Logistic Center is a 22,4 Ha plot in Odessa situated on the main highway to Kyiv. Following the issuance of permits in 2008, below ground construction for the development of a 103.000 sqm GBA logistic center commenced. Construction was put on hold in 2009 following adverse macro-economic developments at the time.

 

· Kiyanivsky Lane consists of four adjacent plots of land, totaling 0,55 Ha earmarked for a residential development, overlooking the scenic Dnipro River, St. Michael's Spires and historic Podil neighborhood.

 

· Tsymlianskiy Lane, is a 0,36 Ha plot of land located in the historic Podil District of Kyiv and is destined for the development of a residential complex.

 

· Rozny Lane is a 42 Ha land plot located in Kiev Oblast, destined for the development of a residential complex. It has been registered under the Group pursuant to a legal decision (Note 11.10).

 

· Balabino project is a 26,38 Ha plot of land situated on the south entrance of Zaporizhia, a city in the south of Ukraine with a population of 800.000 people. Balabino is zoned for retail and entertainment development.

 

· Green Lake land is a 40.360 sqm plot and is adjacent to the Green Lake part of the Company's residential portfolio (classified under Associates). It is situated in the northern part of Bucharest on the bank of Grivita Lake in Bucharest. SPDI owns 44,24% of these plots, but has effective management control.

· Pantelimon Lake consists of a ~40.000 sq m plot of land in east Bucharest situated on the shore of Pantelimon Lake, opposite to a famous Romanian hotel, the Lebada Hotel. The construction permit, which allows for ~54.000 sqm residential space to be built, was renewed in April 2014.

·

11.10.2 Investment Property Movement during the reporting period

 

The table below presents a reconciliation of the Fair Value movements of the investment property during the reporting period broken down by property and by local currency vs. reporting currency.

 

2015 ()

 

 

Fair Value movements

 

Asset Value at the Beginning of the period or at Acquisition/Transfer date

Asset Name

Type

Carrying amount 31/12/2015

Foreign exchange translation difference

(a)

Fair value gain/(loss) based on local currency valuations (b)

Disposals 2015

Transfer from prepayments made for investments

Additions

2015

Carrying amount as at 31/12/2014

Terminal Brovary Logistic Park

Warehouse

12.264.323

(4.609.808)

(589.179)

 

-

-

17.463.310

Bela Logistic Center

Land

5.125.389

(1.471.485)

1.513.658

 

-

-

5.083.216

Kiyanivskiy Lane

Land

3.203.368

(1.092.315)

278.302

 

-

-

4.017.381

Tsymlyanskiy Lane

Land

1.006.773

(319.719)

178.669

 

-

-

1.147.823

Balabino

Land

1.555.922

(567.608)

(8.143)

 

-

-

2.131.673

Rozny Lane

Land

1.194.085

-

(324.395)

 

1.518.480

-

-

Total Ukraine

 

 

(8.060.935)

1.048.912

-

 

 

 

Overall change in Ukraine

 

24.349.860

(7.012.023)

 

1.518.480

 

29.843.403

Innovations Logistics Park

Warehouse

14.400.000

-

400.000

 

-

-

14.000.000

EOS Business Park

Office

6.550.000

-

150.000

 

-

-

6.400.000

Residential portfolio

Residential

6.722.000

-

251.500

 

(1.902.500)

-

-

8.373.000

Green Lake

Land

17.932.000

-

(865.000)

 

-

18.797.000

-

Pantelimon Lake

Land

5.812.000

-

(10.000)

 

-

5.822.000

-

Praktiker Craiova

Retail

7.200.000

-

(2.870.000)

 

-

10.070.000

-

Total Romania

 

58.616.000

-

(2.943.500)

(1.902.500)

-

34.689.000

28.773.000

GED Logistics

Warehouse

16.500.000

-

100.000

 

-

16.400.000

-

Total Greece

 

16.500.000

-

100.000

-

-

16.400.000

-

 

 

 

 

 

 

 

 

TOTAL

 

99.465.860

(8.060.935)

(1.794.588)

(1.902.500)

1.518.480

51.089.000

58.616.403

 

The two components comprising the fair value movements are presented in accordance with the requirements of IFRS in the consolidated statement of comprehensive income as follows:

 

a. The translation loss due to the devaluation of local currencies of €8.060.935 (a) is presented as part of the exchange difference on translation of foreign operations in other comprehensive income of the Profit and Loss Account and then carried forward in the Foreign currency translation reserve; and,

b. The fair value loss in terms of the local functional currencies amounting to €1.794.588 (b), is presented as Valuation gains/(losses) from investment properties under the Profit and Loss Account and is carried forward in Accumulated losses.

 

The fair value of the properties held by the Group in Ukraine has decreased overall, as a result of the political uncertainty, by €7.012.023. The reduction includes a €324.395 fair value loss for the Rozny property that the Group finally registered under its name in July 2015 following protracted legal actions (Note 11.10). 

 

The fair value of the unsold units of the Residential portfolio as at the end of the reporting period has increased by €251.500 compared to the 2014 valuation (which was used for discharging the units sold during the period).

 

2014 (€)

 

Fair Value movements

 

 

 

Asset Name

Type

Carrying amount 31/12/2014

Foreign Exchange Translation difference

Fair Value gain/(loss)

Additions/ acquisitions 2014

Carrying amount 31/12/2013

Terminal Brovary Logistic Park

 

Industrial

17.463.310

(9.382.086)

8.512.454

60.155

18.272.787

Bela Logistic Center

Land

5.083.216

(3.089.631)

1.646.852

-

6.525.995

Kiyanovskiy Lane

Land

4.017.381

(2.503.662)

1.155.225

-

5.365.818

Tsymlyanskiy Lane

Land

1.147.823

(776.892)

184.450

-

1.740.265

Balabino

 

Land

 

2.131.673

(1.473.579)

269.743

-

3.335.509

Sub total

 

 

(17.225.850)

11.768.724

 

 

Total Ukraine

 

29.843.403

(5.457.126)

60.155

35.240.374

Innovations Logistics Park

Industrial

14.000.000

-

1.000.000

13.000.000

-

EOS Business Park

Office

6.400.000

-

550.000

5.850.000

-

Residential portfolio

Residential

8.373.000

-

(1.581.000)

9.954.000

-

Total Romania

 

28.773.000

(31.000)

28.804.000

-

TOTAL

 

58.616.403

(5.488.126)

28.864.155

35.240.374

 

 

11.10.3 Investment Property Valuations per asset

 

The table below presents the values of the individual assets as appraised by the appointed valuer.

 

Asset Name

 

Description/ Location

Principal Operation

Related Companies

Carrying amount as at

 

 

 

 

31 Dec 2015

31 Dec

2014

 

 

 

 

Terminal Brovary Logistics Park

Brovary,

Kiev oblast

 

Warehouse

LLC TERMINAL BROVARY

LLC AISI BROVARY

SL LOGISTICS LIMITED

12.264.323

17.463.310

Bela Logistic Center

 

Odesa

Land and Development Works for Warehouse

LLC AISI BELA

5.125.389

5.083.216

Kiyanivskiy Lane

 

Podil,

Kiev City Center

 

Land for residential development

 

LLC AISI UKRAINE

 

3.203.368

4.017.381

Tsymlianskiy Lane

Podil,

Kiev City Center

Land for residential

development

LLC ALMAZ PRES UKRAINE

1.006.773

1.147.823

Balabino

 

Zaporizhia

 

Land for retail development

LLC INTERTERMINAL

LLC AISI Ilvo,

 

1.555.922

2.131.673

Rozhny Lane

Brovary district, Kyiv oblast

Land for residential

Development

SC Secure Capital

1.194.085

-

Total Ukraine

 

 

 

24.349.860

29.843.403

 

Innovations Logistic Park

Clinceni, Bucharest

Warehouse

MYRNES INNOVATIONS PARK LIMITED

BEST DAY REAL ESTATE SRL

14.400.000

14.000.000

EOS Business Park

Bucharest

Office building

YAMANO LIMITED

SPDI SRL,

N-E Real Estate Park First Phase Srl

6.550.000

6.400.000

Residential Portfolio

Bucharest

Residential apartments

(90 in total in 4 complexes)

Secure Investment II

Demetiva Limited

Diforio Limited

Frizomo Limited

Ketiza Limited

SecRom Srl

SecVista Srl

SecMon Srl

Ketiza Srl

6.722.000

8.373.000

Green Lake

Bucharest

Residential apartments (14 in total)

&

land for residential development

Secure Investment I

Edetrio Holdings Limited

Emakei Holdings Limited

Iuliu Maniu Limited

Ram Real Estate Management Limited

Moselin Investments srl

Rimasol Limited

Rimasol Real Estate Srl

Ashor Ventures Limited

Ashor Develpoment Srl

Jenby Ventures Limited

Jenby Investments Srl

Ebenem Limited

Ebenem Investments Srl

17.932.000

-

Pantelimon Lake

Bucharest

Land for residential development

Secure Investment I

Mofben Investments Limited

Delia Lebada Invest srl

5.812.000

-

Praktiker Craiova

Craiova

Big Box retail

Bluehouse Accession Project IX

Bluehouse Accession Project IV

BlueBigBox 3 srl

7.200.000

-

 

 

 

 

 

 

GED Logistics

Athens

Warehouse

Victini Holdings Limited.

SPDI Logistics S.A.

16.500.000

-

 

 

 

 

 

 

 

 

 

TOTAL

 

 

 

99.465.860

58.616.403

 

 

11.10.4 Investment Property analysis

 

a. Investment Properties

 

The following assets are presented under Investment Property: Terminal Brovary, Innovations, EOS Business Park, GED Logistics Park, Craiova Praktiker, the Residential Portfolio (consisting of apartments in 4 complexes and Green Lake) as well as all the land assets namely Kiyanivskiy Lane, Tsymlyanskiy Lane, Balabino and Rozny in Ukraine, Pantelimon Lake and Green Lake in Romania.

 

 

31 Dec 2015

31 Dec 2014

 

At 1 January

53.533.187

28.714.379

Capital expenditure on investment property

-

60.155

Acquisitions of investment property

51.089.000

28.744.000

Disposal of investment Property

(1.902.500)

-

Transfer from prepayments made

1.518.480

-

Revaluation gain/(loss) on investment property

(3.308.246)

10.090.872

Translation difference

(6.589.450)

(14.076.219)

At 31 December

94.340.471

53.533.187

 

b. Investment Properties Under Development

As at 31 December 2015 investment property under development represents the carrying value of Bela Logistic Center project, which has reached the +10% construction in late 2008 but it is stopped since then.

 

 

31 Dec 2015

31 Dec 2014

 

At 1 January

5.083.216

6.525.995

Revaluation on investment property

1.513.658

1.646.852

Translation difference

(1.471.485)

(3.089.631)

At 31 December

5.125.389

5.083.216

 

c. Prepayments made for Investments

 

From time to time, when the Company acquires a new project, it may proceed with downpayment in order to facilitate such transactions. Movements of such prepayments are presented below for 2014 and 2015.

 

 

31 Dec 2015

31 Dec 2014

 

At 1 January

2.674.219

3.625.553

Advances for acquisition transferred to Investment in subsidiary

(624.841)

624.841

Translation difference

9.761

-

Transfer to Investment Property

(1.518.480)

-

Advances for investments from acquisition of subsidiaries

100.000

-

Impairment provision

(540.659)

(1.576.175)

At 31 December

100.000

2.674.219

 

Advances for acquisition transferred to Investment in subsidiary reflects a down payment provided for the acquisition of GED logistics park in 2014 that has been closed upon transaction finalization in 2015.

 

Transfer to Investment Property relates to Kiev Oblast-Rozny Property. The Group made an advance payment of ~US$12mil for the acquisition of a project in Podil (Kyiv) in 2007. As of the end of the reporting period Management continues its effort to collect the original US $12mil as the seller defaulted but at the same time succeeded in enforcing the collateral (a 42ha land plot Kiev Oblast named Rozny-) after a protracted legal battle. Such asset was transferred to Investment Property at €1.518.480 when the Group took ownership (July 2015) while the amount of €540.659 represents the impairment at the date of transfer. The Group will keep pursuing legally the difference from the advance payment.

 

11.10.5 Investment Property valuation method presentation

 

In respect of the Fair Value of Investment Properties the following table represents an analysis based on the various valuation methods. The different levels as defined by IFRS have been defined as follows:

 

- Level 1 relates to quoted prices (unadjusted) in active and liquid markets for identical assets or liabilities.

 

- Level 2 relates to inputs other than quoted prices that are observable for the asset or liability indirectly (that is, derived from prices). Level 2 fair values of investment properties have been derived using the market value approach by comparing the subject asset with similar assets for which price information is available. Under this approach the first step is to consider the prices for transactions of similar assets that have occurred recently in the market. The most significant input into this valuation approach is price per square meter.

 

- Level 3 relates to inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). Level 3 valuations have been performed by the external valuer using the income approach (discounted cash flow) due to the lack of similar sales in the local market (unobservable inputs).

 

To derive Fair Values the Group has adopted a combination of income and market approach weighted according to the predominant local market and economic conditions.

 

Fair value measurements at 31 Dec 2015 (€)

(Level 1)

(Level 2)

(Level 3)

Total

 

 

 

 

 

Recurring fair value measurements

 

 

 

 

Balabino- Zaporizhia

-

1.555.922

-

1.555.922

Tsymlyanskiy Lane - Podil, Kyiv City Center

-

1.006.773

-

1.006.773

Bela Logistics Center- Odessa

-

-

5.125.389

5.125.389

Terminal Brovary Logistics Park - Brovary Kyiv Oblast

-

 

12.264.323

12.264.323

Kiyanivskiy Lane - Podil, Kyiv City Center

-

3.203.368

-

3.203.368

Rozny Lane - Brovary district, Kyiv oblast

-

1.194.085

-

1.194.085

Innovations Logistics Park - Bucharest

-

-

14.400.000

14.400.000

EOS Business Park - Bucharest, City Center

-

-

6.550.000

6.550.000

Residential Portfolio (ex Green Lake) - Bucharest

-

6.722.000

-

6.722.000

Green Lake - Bucharest

-

17.932.000

 

17.932.000

Pantelimon Lake - Bucharest

-

5.812.000

-

5.812.000

Praktiker - Craiova

-

-

7.200.000

7.200.000

GED Logistics - Athens

-

16.500.000

-

16.500.000

Totals

-

53.926.148

45.539.712

99.465.860

 

 

Fair value measurements at 31 Dec 2014 (€)

(Level 1)

(Level 2)

(Level 3)

Total

 

 

 

 

 

Recurring fair value measurements

 

 

 

 

Balabino - Zaporizhia

-

2.131.673

-

2.131.673

Tsymlyanskiy - Podil, Kyiv City Center

-

-

1.147.823

1.147.823

Bela Logistics Center - Odessa

-

5.083.216

-

5.083.216

Terminal Brovary Logistics Park - Brovary Kyiv Oblast

-

-

17.463.310

17.463.310

Kiyanivskiy Lane - Podil, Kyiv City Center

-

-

4.017.381

4.017.381

Innovations Logistics Park - Bucharest

-

-

14.000.000

14.000.000

EOS Business Park - Bucharest, City Center

-

-

6.400.000

6.400.000

Residential Portfolio - Bucharest

-

8.373.000

-

8.373.000

 

 

 

 

 

 

The table below shows yearly adjustments for Level 3 investment property valuations:

 

Level 3 Fair value measurements at 31 Dec 2015 (€)

Terminal Brovary Logistics Park

Kiyanivskiy Lane

Tsymlyanskiy Lane

Bela Logistics Center

Innovations Logistics Park

EOS Business Park

Praktiker Craiova

Total

 

 

 

 

 

 

 

 

 

Opening balance

17.463.310

4.017.381

1.147.823

-

14.000.000

6.400.000

-

43.028.514

Transfer to and from level 2 due to change of valuation methods

-

(4.017.381)

(1.147.823)

5.083.216

-

-

-

(81.988)

Acquisitions

-

-

-

-

-

-

10.070.000

10.070.000

Additions

-

-

-

-

-

-

-

-

Disposals

-

-

-

-

-

-

-

-

Profit/(loss) on revaluation

(589.179)

-

-

1.513.658

400.000

150.000

(2.870.000)

(1.395.521)

Translation difference

(4.609.808)

-

-

(1.471.485)

-

-

-

(6.081.293)

Closing balance

12.264.323

-

-

5.125.389

14.400.000

6.550.000

7.200.000

45.539.712

 

 

Level 3 Fair value measurements at 31 Dec 2014 (€)

Terminal Brovary Logistics Park

Kiyanivskiy Lane

Tsymlyanskiy Lane

Innovations Logistics Park

EOS Business Park

Total

 

Opening balance

18.272.787

5.365.818

1.740.265

-

-

25.378.870

Acquisitions

-

-

-

13.000.000

5.850.000

18.850.000

Additions

60.155

-

-

-

-

60.155

Disposals

-

-

-

-

-

-

Profit on revaluation

8.512.454

1.155.225

184.450

1.000.000

550.000

11.402.129

Translation difference

(9.382.086)

(2.503.662)

(776.892)

-

-

(12.662.640)

Closing balance

17.463.310

4.017.381

1.147.823

14.000.000

6.400.000

43.028.514

 

Information about Level 3 Fair Values is presented below:

 

 

Fair value at

 31 Dec 2015

Fair value at

31 Dec 2014

Valuation technique

Unobservable inputs

Relationship of unobservable inputs to fair value

 

Terminal Brovary Logistics Park- Brovary Kyiv Oblast

12.264.323

17.463.310

Combined market and income approach

Future rental income and costs for 14 months, discount rate

The higher the rental income the higher the fair value. The higher the discount rate, the lower fair value

Bela Logistics Center - Odessa

5.125.389

-

Combined market and cost approach

Percentage of development works completion, deterioration rate

The higher the percentage of completion the higher the fair value. The higher the deterioration rate the lower the fair value

Innovations Logistics Park - Bucharest

14.400.000

14.000.000

Income approach

Future rental income and costs for 10 years, discount rate

The higher the rental income the higher the fair value. The higher the discount rate, the lower fair value

EOS Business Park - Bucharest, City Center

6.550.000

6.400.000

Income approach

Future rental income and costs for 10 years, discount rate

The higher the rental income the higher the fair value. The higher the discount rate, the lower fair value

Praktiker Craiova

7.200.000

-

Income approach

Future rental income and costs for 10 years, discount rate

The higher the rental income the higher the fair value. The higher the discount rate, the lower fair value

Kiyanivskiy Lane

-

4.017.381

Combined market and income approach

Future rental income and costs for 4 years

The higher the price of sales/rental income the higher the fair value

Tsymlyanskiy Lane

-

1.147.823

Combined market and income approach

Future rental income and costs for 4 years

The higher the price of sales/rental income the higher the fair value

Total

45.539.712

43.028.514

 

 

 

 

11.11 Investment Property Acquisitions and Goodwill Movement

 

a. Investment Property Acquisitions

 

In March 2015 the Group completed the acquisition of an income producing logistics park (the "GED Logistics Park"), located in the West Attica Industrial Area of Athens, Greece. The GED Park comprises a fully let 17.756 leasable sqm warehouse property which has a photovoltaic alternative energy production facility installed on its roof. 70% of the space is let to the multinational transportation and logistics company Kuehne + Nagel, with the remaining 30% let to GE Dimitriou SA, a Greek company which trades electrical appliances.

 

In July 2015 the Group acquired Praktiker Craiova, a DIY retail property. Situated in a prime location in Craiova, Romania it is wholly let to Praktiker,a regional DIY retailer. At the time of concluding the acquisition the building produced a gross rental income of ~€1 million and has a Gross Lettable Area ('GLA') of 9.385 square metres. The acquisition has been effected through the issuance of the Redeemable Convertible Preference Shares ('RCPS') to the vendors (Note 11.18). The Purchase Price was €6,1m while the property has debt amounting to €5m (Note 11.32).

 

During the reporting period the Company acquired the mixed use portfolio of Sec South, a private equity entity, which included investment properties, inventories and investment in associates, (Notes 11.10,11.11,11.12) via in kind contribution by the vendors and in exchange of 18.028.294 ordinary shares of €0,01 and 2 equivalent set of warrants as described below (Note 11.18). The shares were issued at a price of 0,65 GBP per share while the first set of warrants had an exercise price of £0,10 and the second of £0,45. Assuming that all sellers would exersises the 10p warrants the effective share price acquisition would be 37,5p. In parallel the Company in exchange of these shares wrote off a past liability of the portfolio of €0,2m and took over via assignment a loan that had been contributed by a partner of a project amounting to €838.561. The acquisition was in line with the Company's strategy to build a diversified portfolio of prime commercial real estate in East and Southeast Europe, which generates cash flow from blue chip tenants and offers substantial potential for capital growth. The acquired investment properties include Green Lake (residential portfolio and land), Pantelimon Lake (land) and Boyana (residential portfolio and land) projects. The transaction did not include Hotel Yugoslayvija, a Sec South property that was under development, but prior to having received zoning and construction permits. The Hotel Yugoslayvija is being transferred to the old shareholders of Sec South but the process has not finalized yet. The vendors of the Sec South included Ionian Equity Participations Limited, a substantial shareholder in the Company, holding then in excess of 10% of the Company's issued share capital, as well as an entity in which Lambros Anagnostopoulos (a director of the Company and the CEO) had a majority stake and Constantinos Bitros (the CFO of the Company) with stakes in Sec South of less than 20%, 4% and 1% respectively. Sec South transferred four properties in SPDI, the net equity of which was €15.782.190 (fair value at acquisition).

 

The fair value of identifiable assets and liabilities of acquired projects during 2015 as of the date of their acquisition was as follows:

 

GED Logistics

SEC South East

Praktiker Craiova

Total

ASSETS

 

 

 

 

Non-current assets

 

 

 

 

Investment property

16.400.000

24.619.000

10.070.000

51.089.000

Investments in associates

-

6.132.516

-

6.132.516

Other non-current assets

29.911

69.536

-

99.447

 

 

 

 

 

Current assets

 

 

 

 

Inventories

-

12.300.000

-

12.300.000

Prepayments and other current assets

353.366

1.203.036

384.884

1.941.286

Cash and cash equivalents

160

777.247

26.425

803.832

 

 

 

 

 

Total assets

16.783.437

45.101.335

10.481.309

72.366.081

 

 

 

 

 

Non-current liabilities

 

 

 

 

Interest bearing borrowings

12.549.180

23.865.253

4.892.950

41.307.383

Deposits from tenants

211.243

-

-

211.243

 

 

 

 

 

Current liabilities

 

 

 

 

Interest bearing borrowings

135.110

1.431.464

-

1.566.574

Trade and other payables

492.060

3.074.332

120.961

3.687.353

Taxes payable

56.776

252.033

-

308.809

 

 

 

 

 

Total liabilities

13.444.369

28.623.082

5.013.911

47.081.362

 

 

 

 

 

Net assets acquired (including non-controlling interest)

3.339.068

16.478.253

5.467.398

 

25.284.719

 

 

 

 

 

Non-controlling interest

-

(696.063)

-

(696.063)

 

 

 

 

 

Net assets acquired attributable to equity holders

3.339.068

15.782.190

5.467.398

24.588.656

 

 

 

 

 

Financed by

 

 

 

 

Cash consideration paid

1.786.934

-

-

1.786.934

Issue of shares

-

15.152.490

6.081.211

21.233.701

Total consideration

1.786.934

15.152.490

6.081.211

23.020.635

 

 

 

 

 

Gain realized on acquisition

Goodwill =Net Assets - Total consideration

1.552.134

-

629.700

-

-

(613.813)

2.181.834 (613.813)

 

In May 2014, the Group acquired 100% of the shares of Myrnes Innovations Park Limited ("Myrnes"), a Cyprus registered company which in turn owns 100% of the shares of Best Day Real Estate SRL ("Best Day"), a Romanian entity, owner of a multipurpose warehousing space in South Bucharest, Romania. The purchase price was funded by €4,4 million of the Company's existing cash resources and by issuance of 785.000 redeemable preference shares to the sellers of the asset. The then existing leasing contracted with the Bank of Piraeus Romania and associated with the asset of €7.500.000 remained (Note 11.25).

 

The acquisition of a Residential Portfolio consisting of appartment units in four residential complexes (Romfelt, Linda, Monaco, Blooming House) was completed in August 2014. The Company acquired all the shares of SEC South East Continent Unique Real Estate Investments II Ltd in exchange for 3.702.910 of the Company's shares. No cash consideration was paid for this acquisition. Lambros Anagnostopoulos (a director and the CEO of the Company) and Constantinos Bitros (the CFO of the Company) had small stakes in the Portfolio (less than 5% in aggregate) and received 133.437 and 33.357 SPDI shares respectively.

 

The acquisition of EOS Business Park in Bucharest was completed in October 2014. SECURE PROPERTY DEVELOPMENT & INVESTMENT Srl a subsidiary of the Company acquired the shares of NE REAL ESTATE PARK FIRST PHASE Srl, owner of the property. The acquisition price was €5,85 million with €1,85 million being the cash consideration with the remainder funded by a sales and lease back with Alpha Bank Romania (Note 11.25).

 

The fair value of identifiable assets and liabilities of acquired projects during 2014 as of the date of their acquisition was as follows:

 

(€)

Innovations Logistics Park

Residential Portfolio

EOS Business Park

Total

ASSETS

 

 

 

 

Non-current assets

 

 

 

 

Investment property

 13.000.000

 9.894.000

 5.850.000

28.744.000

Tangible and intangible assets

 -

 5.701

 7.584

13.285

Other non-current assets

 124.396

 510

 -

124.906

 

 13.124.396

 9.900.211

 5.857.584

28.882.191

Current assets

 

 

 

 

Cash and cash equivalents

 30.823

 134.667

 83.864

249.354

Trade and other receivables

 -

 178.176

 2.445.863

2.624.039

 

 30.823

 312.843

 2.529.727

2.873.393

Total assets

 13.155.219

 10.213.054

 8.387.311

31.755.584

 

(€)

Innovations Logistics Park

Residential Portfolio

EOS Business Park

Total

LIABILITIES

 

 

 

 

Non-current liabilities

 

 

 

 

Interest bearing borrowings

 -

 6.311.417

 -

6.311.417

Finance lease liabilities

7.414.992

 -

 3.905.656

11.320.648

Deposits from tenants

 -

 57.749

 -

57.749

 

7.414.992

 6.369.166

 3.905.656

17.689.814

Current liabilities

 

 

 

 

Interest bearing borrowings

 

 75.560

 -

75.560

Finance lease liabilities

85.008

 -

85.954

170.962

Trade and other payables

 192.592

 574.118

 41.336

808.046

 

277.600

 649.678

127.290

1.054.568

Total liabilities

 7.692.592

 7.018.844

 4.032.946

18.744.382

 

 

 

 

 

 

Net assets acquired (including non-controlling interest)

 5.462.627

 3.194.210

 4.354.365

13.011.202

 

 

 

 

 

Non-controlling interest

 -

 248.668

 -

248.668

 

 

 

 

 

Net assets acquired attributable to equity holders

5.462.627

 .

3.442.878

 

4.354.365

 

13.259.870

 

 

 

 

 

Financed by

 

 

 

 

Cash consideration paid

 4.372.000

 

 2.087.608

6.459.608

Issuance of redeemable-convertible shares

698.650

 

 

698.650

Issuance of ordinary shares

-

 3.068.634

 -

3.068.634

Accounts receivable swap (netting)

 -

 -

 2.310.026

2.310.026

Total consideration

 5.070.650

 3.068.634

 4.397.634

12.536.918

 

 

 

 

 

Gain realized on acquisition

 391.977

 374.244

-

766.221

Goodwill

-

-

(43.269)

(43.269)

 

 

 

 

 

 

b. Goodwill Movement

 

Management decided to fully impair the goodwill resulting mainly from the 2015 acquisitions and to a lesser extent from the 2014 acquisitions as they expect that the future cashflow to be generated from the related properties, based on year end valuations and sales price expectations do not validate any more.

 

Goodwill

31 Dec 2015

31 Dec 2014

 

Opening Balance

43.269

-

Goodwill on acquisitions (Note 11.11)

613.813

43.269

Goodwill impairment

(657.082)

-

Total

-

43.269

 

11.12 Investments in associates

 

In May 2015 by acquiring the mixed use Sec South portfolio (Note 11.11) the Group acquired participation in certain properties classified under Investments in Associates. The associates acquired are as follows:

 

a) Green Lake Development srl, is a residential compound company which consists as at end of the reporting period of 40 apartments plus 23 villas as well as 4 commercial use designated buildings (Phase A of Green Lake project). The compound is situated on the banks of Grivita Lake, in the northern part of the Romanian capital. The compound includes also facilities such as private kindergarten, nautical club, outdoor sport courts, and restaurants. The Company has a 40,35% participation in this asset. The property as of the end of the reporting period was 41% let.

 

b) The Company acquired a 24,35% participation in the Delea Nuova office building property in Bucharest. The property is a 10.280 sqm office building, which consists of two underground levels, a ground floor and ten above-ground floors. As of the end of the reporting period, the building was 100% let, with ANCOM (the Romanian Telecommunications Regulator) being the anchor tenant (70% of GLA).The table below summarizes the movements in the carrying amount of the Group's investment in associates.

 

 

At 1 January 2015

-

Cost of investment in associates

6.132.516

Share of profits /(losses) from associates

(1.244.572)

At 31 December 2015

4.887.944

 

Share of profits/(losses) from associates reflects the post acquisition after tax profits of each associate derived from rental income, change in the fair value of properties, minus operational and financial expenses for the year ended 31 December 2015.

 

As at 31 December 2015, the Group's interests in its associates and their summarised financial information, including total assets at fair value, total liabilities, revenues and profit or loss, were as follows:

 

Project Name

Associates

Total assets

Total liabilities

Profit/

(loss)

Holding

Share of profits from associates

Country

Asset type

 

 

%

 

 

Delea Nuova Project

Lelar Holdings Limited and S.C. Delenco Construct S.R.L.

24.232.215

(4.158.521)

(2.895.756)

24,354%

(705.232)

Romania

Office building

GreenLake Project - Phase A

GreenLake Development Srl

15.651.396

(16.080.270)

(2.374.548)

40,35%

(539.340)

Romania

Residential assets

Total

 

39.880.611

(20.238.791)

(5.270.304)

 

(1.244.572)

 

 

 

The share of profit from the associate GreenLake Delevopment Srl was limited up to the interest of the Group in the associate.

 

11.13 Tangible and intangible assets

 

As at 31 December 2015 the intangible assets were composed of the capitalized expenditure on the Enterprise Resource Planning system (Microsoft Dynamics-Navision) in the amount of €90.647. Amortization was recognized during 2015 and amounts to €30.213 as the system was already in use.

 

As at 31 December 2015 and 2014 the tangible non-current assets mainly consisted of the machinery and equipment used for the servicing the Group's investment properties in Ukraine and Romania.

 

11.14 Inventories

 

 

31 Dec 2015

31 Dec 2014

 

Inventories

11.300.000

-

 

In May 2015 by acquiring the mixed use Sec South portfolio (Note 11.11) the Group also acquired also 100% of a residential portfolio in Boyana, Sofia, Bulgaria which is classified as Inventory. The Group had at Boyana Residence 61 apartment units as at the end of the reporting period and adjacent land plots with surface of 17.000 sqm.

 

11.15 Available for sale financial assets

 

In April 2015 the Group completed the acquisition of a 20% interest in a fully let and income generating office building in Sofia, Autounion, for a cash consideration of €4.059.839 including the assignment of a loan amounting to €1.859.278 including accumulated interest up to the acquisition date (Note 11.16). The holding is classified as "Available for Sale Financial Assets" in conformity with IAS 39.

 

 

31 Dec 2015

31 Dec 2014

 

At 1 January

 

 

Acquisition cost of the investment

2.298.006

-

Fair Value gain

485.529

-

At 31 December

2.783.535

-

 

Autounion is a Class A BREEAM certified office building, located to close to Sofia Airport. The building has a Gross Lettable Area of 19.476 square sqm over ten floors, includes underground parking and is fully let to one of the largest Bulgarian insurance companies on a long lease extending to 2027.

 

Fair value gain for the reporting period represents the difference between the fair value of the investment at acquisition date minus the fair value of investment at the reporting date.

 

11.16 Prepayments and other current assets

 

 

31 Dec 2015

31 Dec 2014

 

Prepayments and other receivables

792.565

922.115

Loan to Available for Sale Financial Assets (Note 11.15)

1.905.933

-

Loan to associates

254.718

-

VAT and other tax receivable

938.464

1.229.057

Deferred expenses

921.427

2.100.317

Receivables due from related parties

3.384

-

Allowance for impairment of prepayments and other current assets

(21.268)

-

Total

4.795.223

4.251.489

 

Prepayments and other receivables include receivables from tenants, as well as short term financial support to subsidiaries.

 

Loan to Available for Sale Financial Assets reflects a loan receivable from Bluehouse V, holding company of Autounion building (Note 11.15).

 

Loan to associates reflects a loan receivable from Greenlake Developement SRL, holding company of Greenlake Phase A (Note 11.12, Note 11.28).

 

VAT and other tax receivable is mainly the current portion of the Terminal Brovary VAT receivable, to be offset from VAT charged over rental income during the next years.

 

Deferred expenses include legal, advisory, consulting and marketing expenses related to ongoing share capital increase and due diligence expenses related to the possible acquisition of investment properties in the near future.

 

11.17 Cash and cash equivalents

 

Cash and cash equivalents represent liquidity held at banks.

 

 

31 Dec 2015

31 Dec 2014

 

Cash with banks in USD

25.205

43.612

Cash with banks in EUR

214.177

495.052

Cash with banks in UAH

40.505

150.029

Cash with banks in RON

569.424

201.984

Cash with banks in BGN

3.701

-

Cash equivalents

42.410

1.261

 Total

895.422

891.938

 

11.18 Share capital

 

Number of Shares during 2015

 

31 December 2014

13 March 2015

31 May 2015

29 June 2015

1 July 2015

27 July 2015

12 August 2015

 

31 December 2015

 

 

Increase of share capital

Increase of share capital

Repayment of redeemable preference shares

 

Increase of share capital

Exercise of warrants

Exercise of warrants

 

Authorised

 

 

 

 

 

 

 

 

Ordinary shares of 0,01

989.869.935

 

 

 

 

 

 

989.869.935

Total equity

989.869.935

 

 

 

 

 

 

989.869.935

Redeemable Preference Class A Shares of €0,01

785.000

 

 

 

 

 

 

785.000

Redeemable Preference Class B Shares of €0,01

 

 

 

 

8.618.997

 

 

8.618.997

Total

990.654.935

 

 

 

8.618.997

 

 

999.273.932

Issued and fully paid

 

 

 

 

 

 

 

 

Ordinary shares of €0,01

33.884.054

23.777.748

18.028.294

-

 

8.785.580

5.539.047

90.014.723

Total equity

33.884.054

23.777.748

18.028.294

-

 

8.785.580

5.539.047

90.014.723

Redeemable Preference Class A Shares of €0,01

785.000

 

 

(392.500)

 

 

 

392.500

Redeemable Preference Class B Shares of €0,01

 

 

 

 

8.618.997

 

 

8.618.997

Total

34.669.054

23.777.748

18.028.294

(392.500)

8.618.997

8.785.580

5.539.047

99.026.220

 

Number of Shares during 2014

 

31 December 2013

20 March 2014

16 May 2014

24 June 2014

28 August 2014

30 October 2014

31 December 2014

 

 

Reduction of Share Capital

Increase of Share Capital

 

Authorised

 

 

 

 

 

 

 

Ordinary shares of 0,01

989.869.935

-

-

-

-

-

989.869.935

Ordinary Shares of €0,92

1

(1)

-

-

-

-

-

Deferred Shares of €0,99

4.142.727

(4.142.727)

-

-

-

-

-

Total equity

994.012.663

(4.142.728)

-

-

-

-

989.869.935

Redeemable Preference Shares of €0,01

-

-

785.000

-

-

-

785.000

Total

994.012.663

(4.142.728)

785.000

-

-

-

990.654.935

Issued and fully paid

 

 

 

 

 

 

 

Ordinary shares of €0,01

28.171.833

-

-

616.726

3.934.853

1.160.642

33.884.054

Ordinary Shares of €0,92

1

(1)

-

-

-

-

-

Deferred Shares of €0,99

4.142.727

(4.142.727)

-

-

-

-

-

Total equity

32.314.561

(4.142.728)

-

616.726

3.934.853

1.160.642

33.884.054

Redeemable Preference Shares of €0,01

-

-

785.000

-

-

-

785.000

Total

32.314.561

(4.142.728)

785.000

616.726

3.934.853

1.160.642

34.669.054

 

Value (€) for 2015

31 December 2014

13 March 2015

31 May 2015

29 June 2015

1 July 2015

27 July 2015

12 August 2015

 

31 December 2015

 

 

Increase of share capital

Increase of share capital

Repayment of redeemable preference shares

 

Increase of share capital

Exercise of warrants

Exercise of warrants

 

Authorised

 

 

 

 

 

 

 

 

Ordinary shares of 0,01

9.898.699

 

 

 

 

 

 

9.898.699

Total equity

9.898.699

 

 

 

 

 

 

9.898.699

Redeemable Preference Class A Shares of €0,01

 

 

7.850

 

 

 

 

 

 

7.850

Redeemable Preference Class B Shares of €0,01

-

 

 

 

86.190

 

 

86.190

Total

9.906.549

 

 

 

86.190

 

 

9.992.739

Issued and fully paid

 

 

 

 

 

 

 

 

Ordinary shares of €0,01

 

338.839

237.777

180.283

 

 

87.856

55.390

900.145

Total equity

338.839

237.777

180.283

 

 

87.856

55.390

900.145

Redeemable Preference Class A Shares of €0,01

 

 

7.850

 

 

(3.925)

 

 

 

3.925

Redeemable Preference Class B Shares of €0,01

-

 

 

 

86.190

 

 

86.190

Total

346.689

237.777

180.283

(3.925)

86.190

87.856

55.390

990.260

 

Value (€) for 2014

 

31 December 2013

20 March 2014

16 May 2014

24 June 2014

28 August 2014

30 October 2014

31 December 2014

 

 

Reduction of Share Capital

Increase of Share Capital

 

Authorised

 

 

 

 

 

 

 

Ordinary shares of €0,01

9.898.699

-

-

-

-

-

9.898.699

Ordinary Shares of €0,92

1

(1)

-

-

-

-

-

Deferred Shares of €0,99

4.101.300

(4.101.300)

-

-

-

-

-

Total equity

14.000.000

(4.101.301)

-

-

-

-

9.898.699

Redeemable Preference Shares of €0,01

-

-

7.850

-

-

-

 

7.850

Total

14.000.000

(4.101.301)

7.850

-

-

-

9.906.549

Issued and fully paid

 

 

 

 

 

 

 

Ordinary shares of €0,01

281.717

-

-

6.167

39.349

11.606

338.839

Ordinary Shares of €0,92

1

(1)

-

-

-

-

-

Deferred Shares of €0,99

4.101.300

(4.101.300)

-

-

-

-

-

Total equity

4.383.018

(4.101.301)

-

6.167

39.349

11.606

338.839

Redeemable Preference Shares of €0,01

 

-

 

-

 

7.850

-

 

-

 

-

 

7.850

Total

4.383.018

(4.101.301)

7.850

6.167

39.349

11.606

346.689

 

11.18.1 Authorised share capital

 

As at the end of 2014 the authorized share capital of the Company was 989.869.935 Ordinary Shares of €0,01 nominal value each and 785.000 Preference Shares of €0,01 nominal value each.

 

During the EGM dated 24 June 2015, it was approved by the shareholders of the Company that the authorized share capital of the Company will be increased to €9.992.739,35 divided into: (a) 989.869.935 ordinary shares of € 0,01 each; (b) 785.000 Redeemable Preference Shares Class A of €0,01 each; and (c) 8.618.997 Redeemable Preference Shares Class B of €0,01 each by the creation of 8.618.997 Redeemable Preference Shares Class B of €0,01 each. The above approval has effective date of 1st July 2015. The reorganization of the capital was mandated by the acquisition growth plan of the Company since the creation of the Redeemable Preference Shares Class B was necessary to be issued to BLUEHOUSE ACCESSION PROPERTY HOLDINGS III S.A.R.L which was the seller of the income producing real estate asset in Craiova, Romania, which the Company acquired in July 2015.

 

As at the end of the reporting period the authorized share capital of the Company is 989.869.935 Ordinary Shares of €0,01 nominal value each, 785.000 Redeemable Preference Class A Shares of €0,01 nominal value each and 8.618.997 Redeemable Preference Class B Shares of €0,01 nominal value each.

 

11.18.2 Issued Share Capital

 

As at the end of 2014 the issued share capital of the Company was 33.884.054 Ordinary Shares of €0,01 nominal value each, and 785.000 Preference Shares of €0,01 nominal value each.

 

A. Further to the resolutions approved at the AGM of 31 December 2014 the Board has proceeded in allocating shares as follows:

 

1. On 13/3/2015, with the allotment of 23.777.748 ordinary shares of €0,01 each for the purpose of capital raising of €8.000.000 in the Company by its existing shareholders.

2. On 31/5/2015, with the allotment of 18.028.294 ordinary shares of €0,01 each for the purpose of an in kind contribution of mixed Portfolio acquisition (Notes 11.10,11.11,11.12). The shares issued for this purpose are locked in for 12 months.

 

3. On 27/7/2015 and on 12/8/2015, with the allotment of 14.324.627 (8.785.580 and 5.539.047 respectively) ordinary shares of €0,01 each which were the Class A Warrants exercised (part of the total of 18.028.294 warrants) that have been provided as part of the in kind contribution of mixed Portfolio acquisition and (Notes 11.10,11.11,11.12).

 

B. Furthermore the Company proceeded on 29/6/2015 with payment of half of the issued convertible shares (392.500) but the cancellation of these shares with the appropriate authorities will be completed during 2016.

 

C. Finally, further to the resolutions approved at the EGM of 24 June 2015 the Board has proceeded on 1 st July 2015 in issuing 8.618.997 Redeemable Preference Shares Class B of €0,01 each to BLUEHOUSE ACCESSION PROPERTY HOLDINGS III S.A.R.L which was the seller of the income producing real estate asset in Craiova, Romania, which the Company acquired in July 2015 (Note 11.32).

 

As at the end of the reporting period the issued share capital of the Company is as follows:

 

a) 75.690.096 Ordinary Shares of €0,01 nominal value each,

 

b) 392.500 Redeemable Preference Class A Shares of €0,01 nominal value each, following the above described redemption which shall be officially finalized during 2016, and

 

c) 8.618.997 Redeemable Preference Class B Shares of €0,01 nominal value each.

 

11.18.3 Option schemes

 

A. Under the scheme adopted in 2007, each of the directors serving at the time, who is still a Director of the Company is entitled to subscribe for 2.631 Ordinary Shares exercisable as set out below:

 

 

Exercise Price

Number of

 

US$

Shares

Exercisable until 1 August 2017

57

1.754

Exercisable until 1 August 2017

83

877

 

B. Under a second scheme also adopted in 2007, director Franz M. Hoerhager is entitled to subscribe for 1.829 ordinary shares exercisable as set out below:

 

 

Exercise Price

Number of

 

GBP

Shares

Exercisable until 1 August 2017

40

1.219

Exercisable until 1 August 2017

50

610

 

C. Under a scheme adopted in 2015, pursuant to an approval by the AGM of 31/12/2013, the Company proceeded in 2015 in issuing 590.000 options to its employees, as a reward for their effort and support during the previous year. Each option entitles the Option holder to one Ordinary Share. Exercise price stands at GBP 0,15. The Option holders lose and thus may not exercise any option from the moment they cease to offer their services to the Company. The CEO and the CFO of the Company did not receive any options.

 

a. 147.500 Options may be exercised within 2016. Out of the Options that may be exercised in 2016, none has been exercised until the reporting date.

b. 147.500 Options may be exercised within 2017,

c. 295.000 Options may be exercised within 2018.

 

The Company considers that all option schemes are currently out of money and therefore has not made any relevant provision.

 

11.18.4 Class A Warrants issued

 

During the reporting period the Company acquired the Sec South portfolio (Notes 11.10,11.11,11.12) in exchange of Ordinary shares (issued at GBP 0,65 each ). To the sellers the Company also provided Class A Warrants giving the right to the Warrant holders to subscribe in cash at the Exercise Amount for the Ordinary Shares. The Company issued then two sets of Class A Warrants as follows:

 

1) 18.028.294 warrants corresponding to 18.028.294 ordinary shares, exercisable within 45 days from signing at an exercise price of £0,10 per ordinary share. By August 2015 (Note 11.18) , 14.324.627 out of a total of 18.028.294 warrants were exercised. Any remaining warrants have lapsed.

2) 18.028.294 warrants corresponding to 18.028.294 ordinary shares, exercisable by 31 December 2016 at an exercise price of £0,45 per ordinary share.

 

11.18.5 Class B Warrants issued

 

On 8 August 2011 the Company issued an amount of Class B Warrants for an aggregate equivalent to 12,5% of the issued share capital of the Company at the exercise date. Each Class B Warrant entitles the holder to receive one Ordinary Share. The Class B Warrants may be exercised at any time until 31st December 2016, pursuant to a decision by the AGM of 30/12/2013. The exercise price of the Class B Warrants will be the nominal value per Ordinary Share as at the date of exercise. The Class B Warrant Instruments have anti-dilution protection so that, in the event of further share issuances by the Company, the number of Ordinary Shares to which the holder of a Class B Warrant is entitled will be adjusted so that he receives the same percentage of the issued share capital of the Company (as nearly as practicable), as would have been the case had the issuances not occurred. This anti-dilution protection will freeze on the earlier of (i) the expiration of the Class B Warrants; and (ii) capital increase(s) undertaken by the Company generating cumulative gross proceeds in excess of US$100.000.000. As of the reporting date, the aggregate amount of class B warrant is 12.859.246.

 

11.18.6 Capital Structure as at the end of the reporting period

 

As at the reporting date the Company's share capital is as follows:

 

Number of

 

(as at) 31 December 2015

(as at) 31 December 2014

Ordinary shares of €0,01

Issued and Listed in AIM

90.014.723

33.884.054

Class A Warrants

 

18.028.294

-

Class B Warrants

 

12.859.246

4.840.579

Total number of Shares

Non-Dilutive Basis

90.014.723

33.884.054

Total number of Shares

Full Dilutive Basis

102.873.969

38.724.633

Options

 

4.460

4.460

 

During the EGM dated 24 June 2015 the shareholders approved the issuance of 785.000 redeemable convertible preference SPDI shares of nominal value €0,01 each. The Preference Shares have no voting powers or rights to dividend. 392.500 of the Redeemable Preference Shares Class A were redeemed on 31 January 2015 ("Redemption Date 1") at a price of €0,89 each. The remaining 392.500 of the Preference Shares may be redeemed by 31 January 2016 (the "Redemption Date 2") at the price of €0,89. At any time prior to the Redemption Date the holders have the option to unilaterally convert the Preference Shares into ordinary shares of €0,01 each.

 

During the EGM dated 24 June 2015, the shareholders approved the reorganization of the Capital of the Company via the reclassification of the old Redeemable shares as Redeemable Preference Shares Class A and via the issuance of 8.618.997 Redeemable Preference Shares Class B of €0,01 for the purpose of acquiring Craiova asset in Romania. The above approval has effective date 1st July 2015.

 

Redeemable Preference Shares Class A

 

The Redeemable Preference Shares Class A do not have voting or dividend rights. The remaining 392.500 of the Redeemable Shares Class A may be redeemed by the Company at a price of €0,89 each.

 

 The holders of the Redeemable Preference Shares Class A have notified the Company for redemption and the Company has entered into discussions with them in order to setoff such redemption amount with rentals owed to Best Day srl by the holders.

 

Redeemable Preference Shares Class B

 

The Redeemable Preference Shares Class B, amounting to 8.618.997 and issued to BLUEHOUSE ACCESSION PROPERTY HOLDINGS III S.A.R.L which was the seller of Praktiker Craiova asset (Note 11.11) do not have voting rights but have economic rights at par with ordinary shares. The Redeemable Preference Shares Class B, if not converted into ordinary Shares, may be redeemed at the sole discretion of the holder of the Redeemable Preference Shares Class B by 1st July 2016 (the "Redemption Date") which may be prolonged by 3 months; the redemption price shall be €0,7056 per Redeemable Preference Share Class B. The Redeemable Preference Shares Class B have priority on the winding-up of the Company, over any other shares or class of shares issued by the Company from time to time including without limitation the Redeemable Preference Shares Class A but otherwise rank pari passu with the ordinary shares in all other respects (Note 11.32).

 

11.19 Foreign Currency Translation Reserve

 

Exchange differences related to the translation from the functional currency of the Group's subsidiaries are accounted by entries made directly to the foreign currency translation reserve. The foreign exchange translation reserve represents unrealized profits or losses related to the appreciation or depreciation of the local currencies against the EUR in the countries where the Company's subsidiaries' functional currencies are not EUR.

 

11.20 Non-Controlling Interests

 

Non-controlling interests represent the percentage participations in the respective entities not owned by the Group:

 

%

Non-controlling interest portion

Group Company

31 Dec 2015

31 Dec 2014

LLC Almaz-Press-Ukraine

45,00

45,00

Ketiza Limited

10,00

55,00

Ketiza srl

10,00

55,00

Ram Real Estate Management Limited

50,00

-

Iuliu Maniu Limited

55,00

-

Moselin Investments Srl

55,00

-

Rimasol Enterprises Limited

55,76

-

Rimasol Real Estate Srl

55,76

-

Ashor Ventures Limited

55,76

-

Ashor Development Srl

55,76

-

Jenby Ventures Limited

55,70

-

Jenby Investments Srl

55,70

-

Ebenem Limited

55,70

-

Ebenem Investments Srl

55,70

-

 

11.21 Borrowings

 

 

Project

31 Dec 2015

31 Dec 2014

 

 

Principal of bank Loans

 

 

 

European Bank for Reconstruction and Development ("EBRD")

Terminal Brovary

12.164.107

11.808.915

Banca Comerciala Romana

Monaco Towers

1.210.962

1.783.826

Bancpost SA

Blooming House

1.739.634

2.157.501

Alpha Bank Romania

Romfelt Plaza

869.602

1.184.688

Raiffeisen Bank Romania

Linda Residence

429.858

1.093.176

Bancpost SA

GreenLake - Parcel K

3.099.639

-

Alpha Bank Bulgaria

Boyana

3.460.813

-

Alpha Bank Bulgaria

Boyana/Sertland

736.864

 

Bank of Cyprus

Delia Lebada/Pantelimon

4.569.725

-

Eurobank Ergasias SA

GED Logistics

12.343.116

-

Piraeus Bank SA

GreenLake-Phase 2

2.525.938

-

Marfin Bank Romania

Praktiker Craiova

4.839.149

-

Loans by non-controlling shareholders

 

2.713.458

-

Overdrafts

 

26.516

-

Total Principal of Bank Loans

 

50.729.381

18.028.106

Restructuring fees and interest payable to EBRD

 

32.767

29.685

Interest accrued on bank loans

 

2.175.165

240.619

Interests accrued on non-bank loans

 

743.466

-

Prepaid fees to EBRD

 

-

(81.988)

Total

 

53.680.779

18.216.422

 

 

31 Dec 2015

31 Dec 2014

 

Current portion

27.417.220

5.960.706

Non-current portion

26.263.559

12.255.716

Total

53.680.779

18.216.422

 

EBRD loan related to Terminal Brovary (Note 11.32)

 

The restructuring of the Brovary construction loan with the EBRD which was signed in December 2014 and became effective in February 2015. According to the agreement the loan repayment was extended to 2022, with a balloon payment of US$3.633.333. The loan has an interest of 3 M LIBOR + 6,75%.

 

Under the current agreement the collaterals accompanying the existing loan facility are as follows:

 

1. LLC Terminal Brovary pledged all movable property with the carrying value more than US$25.000.

2. LLC Terminal Brovary pledged its Investment property, Brovary Logistics Centre the construction of which was finished in 2010 (Note 11.10), and all property rights on the center.

3. SPDI PLC pledged 100% corporate rights in SL SECURE Logistics Ltd, a Cyprus Holding Company which is the Shareholder of LLC Terminal Brovary, LLC Aisi Brovary.

4. SL SECURE Logistics Ltd pledged 99% corporate rights in LLC Aisi Brovary.

5. LLC Aisi Brovary pledged 100% corporate rights in LLC Terminal Brovary.

6. LLC Terminal Brovary pledged all current and reserve accounts opened by LLC Terminal Brovary in Unicreditbank Ukraine.

7. LLC Aisi Brovary entered into a call and put option agreement with EBRD, pursuant to which following an Event of Default (as described in the Agreement) EBRD has the right (Call option) to purchase at the Call Price from LLC Aisi Brovary, 20% of the Participatory Interest of LLC Terminal Brovary on the relevant Settlement Date.

8. LLC Terminal Brovary has granted EBRD a second ranking mortgage in relation to its own and LLC Aisi Brovary's obligations under the call and put option agreement.

9. LLC Terminal Brovary has pledged its rights arising in connection with the existing Lease agreements with Tenants.

10. LLC Aisi Brovary has entered with EBRD into a conditional assignment agreement of 20% and 80% corporate rights in LLC Terminal Brovary.

11. SL Secure Logistics Limited has entered with EBRD into a conditional assignment agreement of 99% corporate rights in LLC Aisi Brovary.

12. SPDI PLC has issued a corporate guarantee dated 12 January 2009 guaranteeing all liabilities and fulfilment of conditions under the existing loan agreement remains in force. The maturity of the guarantee is equal to the maturity of the loan.

 

The existing credit agreement with EBRD includes among others the following requirements for LLC Terminal Brovary and the Group as a whole:

 

1. At all times LLC Brovary Logistics shall maintain a balance in the Debt Service Reserve Amount (DSRA) account equal to not less than the sum of all payments of principal and interest on the Loan which will be due and payable during the next six months. 

2. LLC Terminal Brovary shall achieve a "CNRI"(Contract Net Rental Income is the aggregate of monthly lease payments, net of value added tax, contracted by the Borrower pursuant to the Lease Agreements as of the relevant testing date and converted into Dollars at the official exchange rate established by the National Bank of Ukraine as of such testing date) according to the following schedule:

 

(1) on 31 December 2015, CNRI of USD 230.000 or more; and

(2) on 30 June and 31 December in each year commencing on the date of 30 June 2016, CNRI of USD 250.000 or more, in respect of the six month period commencing on any such date. 

3. LLC Terminal Brovary shall achieve a "DSCR"(Debt Service Coverage Ratio is the sum of net income minus operating expenses plus amortization, divided with the sum of paid principal & interest) according to the following schedule:

 

i. in respect of the 6 months period ending on 30 June 2015 and 31 December 2015, the DSCR of more than 1,15x.

ii.in respect of the 6 months period ending on 30 June or 31 December in any year commencing on the date of 30 June 2016, the DSCR of more than 1,2x.

 

As certain of the covenants were breached as at the end of the reporting period and also Terminal Brovary LLC was late in repaying the March 2015 installments, the loan is classified as current (Note 11.32). As of the reporting date all March principal installments have been repaid. As of the reporting date the covenants remain in breach. In addition as at reporting date an agreement has been signed for the potential disposal of the asset (Note 11.32).

 

Other bank Borrowings

 

SecMon Real Estate Srl (2011) entered into a loan agreement with Banca Comerciala Romana for a credit facility for financing part of the acquisition of the Monaco Towers Project apartments. As of the end of the reporting period the balance of the loan was €1.210.962 and bears interest of EURIBOR 3M plus 5%. The loan was repayable in October 2015 and the Company is in discussions for extension of its maturity. The loan is secured by all assets of SecMon Real Estate Srl as well as its shares.

 

Ketiza Real Estate Srl entered (2012) into a loan agreement with Bancpost S.A. for a credit facility for financing the acquisition of the Blooming House Project and 100% of the remaining (without VAT) construction works Blooming House project. As of the end of the reporting period the balance of the loan was €1.739.634. The loan bears interest of EURIBOR 3M plus 3,5% and matures in May 2017. The bank loan is secured by all assets of Ketiza Real Estate Srl as well as its shares.

 

SecRom Real Estate Srl entered (2009) into a loan agreement with Alpha Bank- Romania for a credit facility for financing part of the acquisition of the Doamna Ghica Project apartments. As of the end of the reporting period, the balance of the loan was €869.602, bears interest of EURIBOR 3M+5,25% and is repaid on the basis of investment property sales. The loan matures in October 2016 and the Company is in discussion for extension of its maturity. The loan is secured by all assets of SecRom Real Estate Srl as well as its shares.

 

SecVista Real Estate Srl entered (2011) into a loan agreement with Raiffeisen Bank- Romania for a credit facility for financing part of the acquisition of the Linda Residence Project apartments. As of the end of the reporting period the balance of the loan was €429.858. The loan bears interest of EURIBOR 1M+5,2%. The loan is secured by all assets of SecVista Real Estate Srl as well as its shares. As at the reporting date, and due to a bulk sale of appartment units in the said project, the loan has been fully repaid (Note 11.32).

 

Moselin Investments Srl (2010) entered into a construction loan agreement with Bancpost SA covering the construction works of Parcel K -Green Lake project. As of the end of the reporting period the balance of the loan was €3.099.639 and bears interest of EURIBOR 3M plus 5%. The loan is repayable from the sales proceeds while it matures in 2017. The loan is secured with the property itself and the shares of Moselin Investments Srl.

 

Boyana Residence ood entered (2011) into a loan agreement with Alpha Bank- Bulgaria for a construction loan related to the construction of the Boyana Residence projects (finished in 2014). As of the end of the reporting period the balance of the loan was €3.460.813 and bears interest of EURIBOR 3M plus 5,75%. The loan matures in 2017. The loan currently is being repaid through sales proceeds. The facility is secured through a mortgage over the property and a pledge over the company shares as well as those of Sertland Properties Limited.

 

Sertland Properties Limited entered (2008) into a loan agreement with Alpha Bank- Bulgaria for an acquisition loan related to the acquisition of 70% of Boyana Residence ood. As of the end of the reporting period the balance of the loan was €736.864 and bears interest of EURIBOR 3M plus 5,75%. The loan matures in 2017. The loan currently is being repaid through sales proceeds of Boyana Residence apartment sales. The loan is secured with a pledge on company's shares, and a corporate guarantee by SEC South East Continent Unique Real Estate (Secured) Investments Limited.

 

SPDI Logistics SA entered (April 2015) into a loan agreement with EUROBANK SA to refinance the then existing debt facility related to GED Logistics terminal. As of the end of the reporting period the balance of the loan is €12.343.166 and bears interest of EURIBOR 6M plus 3,2%+30% of the asset swap. The loan is repayable by 2022, has a balloon payment of €8.660.000 and is secured by all assets of SPDI Logistics SA as well as its shares.

 

SEC South East Continent Unique Real Estate (Secured) Investments Limited has a debt facility with Piraeus Bank (since 2007) for the acquisition of the Green Lake project land in Bucharest Romania. As of the end of the reporting period the balance of the loan was €2.525.938 and bears interest of EURIBOR 3M plus 4% plus the Greek law 128/78 0,6% contribution. The term of the loan facility extends to 2017.

 

BBB3 srl (Praktiker Craiova) has a loan agreement with Marfin Bank Romania. As of the end of the reporting period the balance of the loan was €4.839.149 and bears interest of EURIBOR 6M plus 5% and 3M plus 4,5%. The loan which is repayable by 2020 with a ballon of €2.110.000 is secured by the asset as well as the shares of the SPV. The Company is in discussions with the lending bank to reschedule the loan to match the cash flow to be agreed with the tenant (Note 11.32).

 

Delia Lebada Invest Srl, a subsidiary, entered into a loan agreement with the Bank of Cyprus Limited in 2007 to effectively finance a leveraged buy-out of the subsidiary by the Company. The bank loan amounting to €4.830.000 is secured with a mortgage at 120% of the loan value and with a corporate guarantee by SEC South East Continent Unique Real Estate (Secured) Investments Limited. The loan bears 7% fixed interest while the interest is payable quarterly. The balance of the loan as at the end of the reporting period was €4.569.725 (without any accrued interest and default penalty). The loan is in default and the Bank has initiated insolvency procedures to take over the Pantelimon lake asset. The Company is currently in discussion with its partner and the bank in an effort to find an amicable settlement to the case.

 

Other non bank borrowing include borrowings from non-controlling interests. During the last six years and in order to support the Green Lake project the minority shareholders of Moselin and Rimasol ltd (other than the Company) have contributed their share of capital injections by means of shareholder loans. The loans bear interest between 5% and 7% annually and are repayable in 2016 and 2017.

 

Management expects such loans not to be repaid in the foreseeable future, as these reflect mainly the equity consideration of the shareholders and will be repaid to them post project completions/sale.

 

11.22 Trade and other payables

 

The fair value of trade and other payables due within one year approximate their carrying amounts as presented below.

 

 

31 Dec 2015

31 Dec 2014

 

Payables to related parties (Note 11.28)

743.200

335.004

Payables due for construction

405.904

202.200

Payables to third parties

6.209.235

916.827

Deferred income from tenants current

99.554

145.267

Accruals

259.031

270.239

Total

7.716.924

1.869.537

 

 

31 Dec 2015

31 Dec 2014

 

Current portion

3.044.036

1.654.852

Non - current portion

4.672.888

214.685

Total

7.716.924

1.869.537

 

Payables to related parties represent amounts due to board of directors and committee members and accrued management remuneration as well as the balances with Secure Management Ltd and Grafton Properties (Note 11.28).

 

Payables for construction represent amounts payable to the contractor of Bela Logistic Center in Odessa. The settlement was reached in late 2011 on the basis of maintaining the construction contract in an inactive state (to be reactivated at the option of the Group), while upon reactivation of the contract or termination of it (because of the sale of the asset) the Group would have to pay an additional UAH5.400.000 (~US$160.000) payable upon such event occurring. Since it is uncertain when the latter amount is to be paid, it has been discounted at the current discount rates in Ukraine and is presented as a non-current liability. Payables for construction include an amount of €~245.000 payable to Boyana's constructor which has been withheld as Good Performance Guarantee.

 

Payables to third parties represent shareholder payable balances owed to minority partners of the property assets acquired within the period as well as amounts payable to various service providers including auditors, legal advisors, consultants and third party accountants related to the current operations of the Group.

 

Deferred income from tenants represents advances from tenants which will be used as future rental income and utilities charges.

 

Accruals mainly include the accrued audit fees, administration fees and accounting fees of the year 2015 (expenses not invoiced within 2015).

 

11.23 Deposits from Tenants

 

 

31 Dec 2015

31 Dec 2014

 

Deposits from tenants non-current

623.770

499.831

Deposits from tenants current

132.684

161.579

Total

756.454

661.410

 

Deposits from tenants appearing under current and non-current liabilities include the amounts received from the tenants of LLC Terminal Brovary, Innovations, EOS Business Park, Craiova Praktiker, GED Logistics and companies representing residential segment as advances/guarantees and are to be reimbursed to these clients at the expiration of the leases agreements.

 

11.24 Provisions and Taxes Payables

 

 

31 Dec 2015

31 Dec 2014

 

Corporate income

482.389

322.727

Defence tax

24.920

34.202

Other taxes including VAT payable

314.696

74.899

Provision (Notes 11.6, 11.29)

724.445

68.253

Total Provisisons and Tax Liabilities

1.546.450

500.081

 

Corporate income tax represents taxes payable in Cyprus and Romania.

 

Other taxes represent local property taxes and VAT payable in Ukraine, Romania, Greece, Bulgaria and Cyprus.

 

11.25 Finance Lease Liabilities

 

As at the reporting date the finance lease liabilities consist of the non-current portion of €11.273.639 and the current portion of €192.083 (31 December 2014: € 11.463.253 and € 181.723, accordingly).

 

31 Dec 2015

 

Note

Minimum lease payments

 

Interest

 

Principal

 

 

Less than one year

 

11.31

 

775.146

586.626

188.520

Between two and five years

3.592.679

2.169.534

1.423.145

More than five years

12.373.657

2.573.824

9.799.833

 

 

16.741.482

5.329.984

11.411.498

Accrued Interest

 

 

 

54.224

Total Finance Lease Liabilities

 

 

 

11.465.722

 

31 Dec 2014

 

 

Minimum lease payments

 

Interest

 

Principal

 

 

Less than one year

 

766.289

584.677

181.612

Between two and five years

 

3.424.203

2.205.329

1.218.874

More than five years

 

13.285.643

3.094.876

10.190.767

 

 

17.476.135

5.884.882

11.591.253

Accrued Interest

 

 

 

53.723

Total Finance Lease Liabilities

 

 

 

11.644.976

 

11.25.1 Land Plots Financial Leasing

 

The Group rents in Ukraine land plots classified as finance leases. Lease obligations are denominated in UAH. The fair value of lease obligations approximate to their carrying amounts as presented above. Following the appropriate discounting finance lease liabilities are carried at €210.448 under current and non-current portion. The Group's obligations under finance leases are secured by the lessor's title to the leased assets.

 

11.25.2 Sale and Lease Back Agreements

 

A. Innovations Logistic Park

 

In May 2014 the Group concluded the acquisition of Innovations Logistics Park in Bucharest, owned by Best Day Srl, through a lease back agreement with Piraeus Leasing Romania SA. As of the end of the reporting period the balance is €7.365.404, bearing interest rate at 3M Euribor plus 4,45% margin, being repayable in monthly tranches until 2026 with a balloon of €5.244.926. At the maturity of the lease agreement Best Day will become owner of the asset.

 

Under the current finance lease agreement the collaterals for the facility are as follows:

 

1. Best Day pledged its future receivables from its tenants.

2. Best Day pledged its shares.

3. Best Day pledged all current and reserved accounts opened in Piraeus Leasing, Romania.

4. Best Day is obliged to provide cash collateral in the amount of €250.000 in Piraeus Leasing Romania, which had been be deposited as follows, half in May 2014 and half in May 2015.

5. SPDI provided a corporate guarantee in favor of the bank towards the liabilities of Best Day arising from the sale and lease back agreement.

 

B. EOS Business Park

 

In October 2014 the Group concluded the acquisition of EOS Business Park in Bucharest, owned by First Phase Srl, through a sale and lease back agreement with Alpha Bank Romania SA. As of the end of the reporting period the balance is €3.889.870 bearing interest rate at 3M Euribor plus 5,25% margin, being repayable in monthly tranches until 2024 with a balloon of €2.653.600. At the maturity of the lease agreement First Phase will become owner of the asset.

 

Under the current finance lease agreement the collaterals for the facility are as follows:

 

1. First Phase pledged its future receivables from its tenants.

2. First Phase pledged Bank Guarantee receivables from its tenants.

3. Best Day pledged its shares.

4. First Phase pledged all current and reserved accounts opened in Alpha Bank Romania SA.

5. First Phase is obliged to provide cash collateral in the amount of €300.000 in Alpha Bank Romania SA, starting from October 2019.

6. SPDI provided a corporate guarantee in favor of the bank towards the liabilities of First Phase arising from the sales and lease back agreement.

 

11.26 Earnings and net assets per share attributable to equity holders of the parent

 

a. Weighted average number of ordinary shares

 

31 Dec 2015

31 Dec 2014

Issued ordinary shares capital

90.014.723

33.884.054

Weighted average number of ordinary shares (Basic)

69.460.155

30.037.571

Diluted weighted average number of ordinary shares

82.631.610

34.204.860

 

b. Basic diluted and adjusted earnings per share

Earnings per share

31 Dec 2015

31 Dec 2014

 

Profit/(loss) after tax attributable to owners of the parent

 (11.015.852)

927.337

Basic

(0,16)

0,03

Diluted

(0,13)

0,03

 

c. Net assets per share

Net assets per share

31 Dec 2015

31 Dec 2014

 

Net assets attributable to equity holders of the parent

42.433.125

32.560.472

Number of ordinary shares

90.014.723

33.884.054

Diluted number of ordinary shares

102.873.969

38.866.775

Basic

0,47

0,96

Diluted

0,41

0,84

 

11.27 Segment information

 

All commercial and financial information related to the properties held directly or indirectly by the Group is being provided to members of executive management who report to the Board of Directors. Such information relates to rentals, valuations, income, costs and capital expenditures. The individual properties are aggregated into segments based on the economic nature of the property. For the reporting period the Group has identified the following material reportable segments:

 

Commercial-Industrial

· Warehouse segment

· Office segment

· Retail segment

Residential

· Residential segment

Land Assets

· Land assets

 

There are no sales between the segments.

 

Segment assets for the investment properties segments represent investment property (including investment properties under development and prepayments made for the investment properties).

 

Segment liabilities represent interest bearing borrowings, finance lease liabilities and deposits from tenants.

 

Profit and Loss for the year 2015

 

Warehouse

Office

Retail

Residential

Land Plots

Total

 

Segment profit

 

 

 

 

 

 

Sales income

-

-

-

1.725.326

-

1.725.326

Cost of sales

-

-

-

(2.043.649)

-

(2.043.649)

Rental income

3.627.698

523.013

258.191

196.120

-

4.605.022

Service charges and utilities income

470.413

75.563

-

-

-

545.976

Sale of electricity

297.962

-

-

-

-

297.962

Valuation gains/(losses) from investment property

(89.178)

150.000

(2.870.000)

251.500

222.431

(2.335.247)

Gain realized on acquisition of subsidiaries (Note 11.11)

1.552.134

-

-

-

-

1.552.134

Share of profits/(losses) from associates

 

(705.232)

-

-

(539.340)

(1.244.572)

Investment properties operating expenses

(622.699)

(155.931)

(31.010)

(156.863)

(158.080)

(1.124.583)

Impairment of inventory and  provisions

-

-

-

-

(1.675.659)

(1.675.659)

Goodwill impairment

 

(43.269)

(613.813)

 

 

(657.082)

Segment profit

5.236.330

(155.856)

(3.256.632)

(27.566)

(2.150.648)

(354.372)

Gain realized on acquisition of subsidiaries (Note 11.11)

 

 

 

 

 

629.700

Administration expenses

 

 

 

 

 

(2.981.338)

Other (expenses)/income, net

 

 

 

 

 

621.252

Finance income

 

 

 

 

 

63.596

Interest expenses

 

 

 

 

 

(3.834.696)

Other finance costs

 

 

 

 

 

(603.495)

Foreign exchange losses, net

 

 

 

 

 

(5.071.048)

Income tax expense

 

 

 

 

 

(80.188)

Exchange difference on I/C loan to foreign holdings

 

 

 

 

 

(13.653.402)

Exchange difference on translation foreign holdings

 

 

 

 

 

8.064.848

Available for sale financial assets gains

 

 

 

 

 

485.529

Total Comprehensive Income

5.236.330

(155.856)

(3.256.632)

(27.566)

(2.150.648)

(16.713.614)

 

 

Profit and Loss for the year 2014

 

Warehouse

Office

Residential

Land Plots

Total

 

Segment profit

 

 

 

 

 

Sales income

-

-

107.917

-

107.917

Cost of sales

-

-

(93.459)

-

(93.459)

Rental income

2.857.904

46.601

159.370

-

3.063.875

Service charges and utilities income

506.599

6.971

-

-

513.570

Valuation gains/(losses) from investment property

10.328.525

550.000

(1.581.000)

-

9.297.525

Segment profit

13.693.028

603.572

(1.407.172)

-

12.889.428

Gain realized on acquisition of subsidiaries (Note 11.11)

-

-

 

-

-

766.221

Investment properties operating expenses

(598.328)

(38.869)

(23.066)

-

(660.263)

Administration expenses

-

-

-

-

(2.743.723)

Other (expenses)/income, net

-

-

-

-

(136.058)

Finance costs (net)

-

-

-

-

(1.414.400)

Foreign exchange losses, net

-

-

-

-

(7.512.640)

Income Tax expense

 

 

 

 

(220.476)

Exchange difference on I/C loan to foreign holdings

 

 

 

 

(19.746.111)

Exchange difference on translation foreign holdings

 

 

 

 

8.904.153

Total Comprehensive Income

13.094.700

564.703

(1.430.238)

-

(9.873.869)

 

Balance Sheet as at 31 December 2015

 

Warehouse

Office

Retail

Residential

Land plots

Total

 

Assets

 

 

 

 

 

 

Investment properties

43.164.324

6.550.000

7.200.000

6.847.538

30.578.609

94.340.471

Investment property under development

-

-

-

-

5.125.389

5.125.389

Prepayments made for investments

100.000

-

-

-

-

100.000

Goodwill

-

-

-

-

-

-

Long-term receivables

250.000

-

-

1.185

1.731

252.916

Investments in associates

-

4.887.943

-

-

1

4.887.944

Available-for-sale financial assets

-

2.783.535

-

-

-

2.783.535

Inventories

-

-

-

6.990.150

4.309.850

11.300.000

Segment assets

43.514.324

14.221.478

7.200.000

13.838.873

40.015.580

118.790.255

 

Tangible and intangible assets

 

 

 

 

 

164.617

Prepayments and other current assets

 

 

 

 

 

4.795.223

Cash and cash equivalents

 

 

 

 

 

895.422

Total assets

 

 

 

 

 

124.645.517

 

 

 

 

 

 

 

Interest bearing borrowings

24.539.925

-

4.839.149

4.586.129

19.715.576

53.680.779

Finance lease liabilities

7.508.988

3.889.870

-

-

66.864

11.465.722

Deposits from tenants

614.018

-

-

37.444

104.992

756.454

Redeemable preference shares

349.325

-

6.081.211

-

-

6.430.536

Segment liabilities

33.012.256

3.889.870

10.920.360

4.623.573

19.887.432

72.333.491

Trade and other payables

-

-

-

-

-

7.716.924

Taxes payables

-

-

-

-

-

1.546.450

Total liabilities

33.012.256

3.889.870

10.920.360

4.623.573

19.887.432

81.596.865

 

Balance Sheet as at 31 December 2014

 

Warehouse

Office

Residential

Land plots

Total

 

Assets

 

 

 

 

 

Investment properties

31.463.310

6.400.000

8.373.000

7.296.877

53.533.187

Investment property under development

-

-

-

5.083.216

5.083.216

Prepayments made for investments

624.841

-

-

2.049.378

2.674.219

Goodwill

-

43.269

-

-

43.269

Long-term receivables

125.909

-

-

-

125.909

Segment assets

32.214.060

6.443.269

8.373.000

14.429.471

61.459.800

Tangible and intangible assets

-

-

-

-

200.203

Prepayments and other current assets

-

-

-

-

4.251.489

Cash and cash equivalents

-

-

-

-

891.938

Total assets

 

 

 

 

66.803.430

 

 

 

 

 

 

Interest bearing borrowings

11.756.612

-

6.459.810

-

18.216.422

Finance lease liabilities

7.594.863

3.981.252

-

68.861

11.644.976

Deposits from tenants

621.129

-

40.281

-

661.410

Redeemable preference shares

698.650

-

-

-

698.650

Provisions

-

-

-

68.253

68.253

Segment liabilities

20.671.254

3.981.252

6.500.091

137.114

31.289.711

Trade and other payables

-

-

-

-

1.869.537

Taxes payables and Provisions

-

-

-

-

431.828

Total liabilities

20.671.254

3.981.252

6.500.091

137.114

33.591.076

 

Geographical information

 

Operating income from 3rd parties

31 Dec 2015

31 Dec 2014

 

Ukraine

1.835.181

2.439.780

Romania

2.182.045

1.152.123

Greece

1.163.832

-

Bulgaria

(50.421)

-

Total

5.130.637

3.591.903

 

 

31 Dec 2015

31 Dec 2014

 

Carrying amount of assets (investment properties, associates, inventory and available for Sale)

 

 

Ukraine

24.349.860

31.892.781

Romania

63.503.944

28.773.000

Greece

16.600.000

624.841

Bulgaria

14.083.535

-

Total

118.537.339

61.290.622

 

11.28 Related Party Transactions

 

The following transactions were carried out with related parties:

 

11.28.1 Expenses /Income

11.28.1.1 Expenses

 

 

31 Dec 2015

31 Dec 2014

 

Board of Directors

278.417

171.197

Management Remuneration

863.810

553.379

Back office expenses

8.874

70.289

Total

1.151.101

794.865

 

Board of Directors expense represents the remuneration of all the non-executive members of the Board and committees pursuant to the decision of the Remuneration Committee.

 

Name

Position

2015 Remuneration (€)

2014 Remuneration

(€)

Paul Ensor

Chairman

33.132

19.820

Antonios Achilleoudis

Non-Executive Director until 22 July 2015

14.383

22.298

Barseghyan Vagharshak

Non-Executive Director since 22 July 2015

16.921

-

Ian Domaille

Non-Executive Director

45.141

27.006

Franz Horhager

Non-Executive Director

33.132

19.820

Antonios Kaffas

Non-Executive Director

38.101

22.793

Kalypso Maria Nomikou

Non-Executive Director since 22 July 2015

16.921

-

Alvaro Portela

Non-Executive Director

33.132

19.820

Robert Sinclair

Non-Executive Director until 22 July 2015

13.499

19.820

Harin Thaker

Non-Executive Director

34.055

19.820

 

Management remuneration includes the remuneration of the CEO,the CFO the Group Commercial Director, the Group Investment Director and that of the Country Managers of Ukraine and Romania pursuant to the decisions of the remuneration committee. During 2015 the remuneration has been increased as the the Gross Asset Value of the Company grew. The increase was as mandated by the remuneration policy.

 

11.28.1.2 Income

 

 

31 Dec 2015

31 Dec 2014

 

Interest Income from loan from associates

2.055

-

Total

2.055

-

 

11.28.2 Payables to related parties

 

 

31 Dec 2015

31 Dec 2014

 

Board of Directors & Committees

475.389

193.212

Grafton Properties

123.549

123.548

SECURE Management Ltd

1.062

18.244

Management Remuneration

143.200

-

Total

743.200

335.004

 

11.28.2.1 Board of Directors & Committees

 

The amount payable represents remuneration payable to non-Executive Directors until the end of the reporting period. The members of the Board of Directors pursuant to a recommendation by the remuneration committee and in order to facilitate the Company's cash flow, receive their payment in exchange for shares in the Company's capital. This was approved also by the Annual General Meeting of the Company's shareholders.

 

11.28.2.2 Loan payable to Grafton Properties

 

Under the Settlement Agreement of July 2011, the Company undertook the obligation to repay to certain lenders who had contributed funds for the operating needs of the Company between 2009-2011, by lending to AISI Realty Capital LLC, the total amount of US$450.000. As of the reporting date the liability towards Grafton Properties, representing the Lenders, was US$150.000, which is contingent on the Company raising US $50m of capital in the markets.

 

11.28.2.3 Management Remuneration

 

Management Remuneration represents deferred amounts payable to the CEO and CFO of the Company, as well as the Group Commercial Director, the Group Investment Director and the Country Managers for Romania and Ukraine.

 

11.28.3 Loans from SC Secure Capital Ltd to the Company's subsidiaries

 

SC Secure Capital Ltd, the finance subsidiary of the Company provided capital in the form of loans to the Ukrainian subsidiaries of the Company so as to support the acquisition of assets, development expenses of the projects, as well as various operational costs.

 

Borrower

 Limit -as of

31 Dec 2015

Principal as of

31 Dec 2015

Principal as of

31 Dec 2014

 

LLC "TERMINAL BROVARY"

28.827.932

26.798.804

27.578.265

LLC "AISI UKRAINE"

23.062.351

12.275

12.275

LLC "ALMAZ PRES UKRAINE"

8.236.554

140.021

140.021

Total

 

26.951.100

27.730.561

 

All loans from SC Secure Capital Limited to the Company's subsidiaries are USD denominated and in 2015 they generated a foreign exchange loss totaling €13.653.402 as a result of the devaluation of the Ukrainian Hryvnia during the reporting period. As settlement of these loans is not likely to occur in the foreseeable future and in substance is part of the Group's net investment in its foreign operations, the foreign exchange loss is recognised in other comprehensive income.

 

The Loan agreement between SC Secure Capital Limited (old Aisi Capital Limited) (Lender) and Limited Liability Company "Terminal Brovary" (Borrower) was signed on 19 December 2006 and originally had a Repayment Date of 19 December 2012. Under this agreement the Lender agrees to provide USD 30.000.000 to the Borrower with the interest rate to be Libor (3 months) plus 7,5% per annum. The Borrower has the obligation to repay the Loan in full on the Repayment Date together with the accrued interest. In 2015 no interest was calculated for this loan.

 

A potential Ukrainian Hryvnia weakening/strengthening by 30% against the US dollar with all other variables held constant, would result in an exchange difference on I/C loans to foreign holdings of (€8.085.330)/ € 8.996.341 respectively, estimated on balances held at 31 December 2015.

 

11.28.4 Loans to associates

 

 

31 Dec 2015

31 Dec 2014

 

Loans to Greenlake Development SRL

254.718

-

Total

254.718

-

 

11.29 Contingent Liabilities

 

11.29.1 Tax Litigation

 

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

 

The Group performed during the reporting period part of its operations also in Romania, Greece and Bulgaria. In respect of Romanian, Bulgarian and Greek taxation systems all are subject to varying interpretation and to constant changes, which may be retroactive. In certain circumstances the tax authorities can be arbitrary in certain cases.

 

These facts create tax risks which are substantially more significant than those typically found in countries with more developed tax systems. Management believes that it has adequately provided for tax liabilities, based on its interpretation of tax legislation, official pronouncements and court decisions. However, the interpretations of the relevant authorities could differ and the effect on these consolidated financial statements, if the authorities were successful in enforcing their interpretations, could be significant.

 

At the same time the Group's entities are involved in court proceedings with tax authorities; Management believes that the estimates provided within the financial statements present a reasonable estimate of the outcome of these court cases.

 

11.29.2 Construction related litigation

 

There are no material claims from contractors due to the postponement of projects or delayed delivery other than those disclosed in the financial statements.

 

11.29.3 Delia Lebada srl debt towards Bank of Cyprus

 

Sec South East Continent Unique Real Estate Investment ltd has provided in 2007 a corporate guarantee to the Bank of Cyprus in respect to the loan provided by the latter to its subsidiary Delia Lebada srl, the owner of the Pantelimon Lake plot (Note 11.10). As the loan is in default, the bank has initiated an insolvency procedure. Depending on the final outcome of the procedure (that may include an auctioning of the plot), the Bank may call the difference between the price received from the auction and €4.569.725 (without any accrued interest and default penalty) which is the total liability. The Group is in discussions with the bank and its partner in the project to find an amicable settlement to the case. Management believes that the case has been adequately being provided for.

 

11.29.4 Other Litigation

 

The Company has a number of legal cases pending. Management does not believe that the result of these will have a substantial overall effect on the Group's financial position. Consequently no such provision is included in the current financial statements.

 

11.29.5 Other Contingent Liabilities

 

The Group had no other contingent liabilities as at 31 December 2015.

 

11.30 Commitments

 

The Group had no other commitments as at 31 December 2015.

 

11.31 Financial Risk Management

 

11.31.1 Capital Risk Management

 

The Group manages its capital to ensure that it will be able to implement its stated growth strategy in order to maximize the return to stakeholders through the optimization of the debt-equity structure and value enhancing actions in respect of its portfolio of investments. The capital structure of the Group consists of borrowings (Note 11.21), trade and other payables (Note 11.22) deposits from tenants (Note 11.23), financial leases (Note 11.25), taxes payable (Note 11.24) and equity attributable to ordinary or preferred shareholders. The Group is not subject to any externally imposed capital requirements.

 

Management reviews the capital structure on an on-going basis. As part of the review Management considers the differential capital costs in the debt and equity markets, the timing at which each investment project requires funding and the operating requirements so as to proactively provide for capital either in the form of equity (issuance of shares to the Group's shareholders) or in the form of debt. Management balances the capital structure of the Group with a view of maximizing the shareholder's Return on Equity (ROE) while adhering to the operational requirements of the property assets and exercising prudent judgment as to the extent of gearing.

 

11.31.2 Categories of Financial Instruments

 

 

Note

31 Dec 2015

31 Dec 2014

 

 

Financial Assets

 

 

 

Cash at Bank

11.17

895.422

891.938

Long Term Receivables

 

252.916

125.909

Prepayments made for investments

11.10

100.000

2.674.219

Prepayments and other receivables

11.16

4.795.223

4.251.489

Available for sale investments

11.15

2.783.535

-

Total

 

8.827.096

7.943.555

 

 

 

 

Financial Liabilities

 

 

 

Borrowings

11.21

53.680.779

 18.216.422

Trade and other payables

11.22

7.716.924

 1.869.537

Deposits from tenants

11.23

756.454

 661.410

Finance lease liabilities

11.25

11.465.722

 11.644.976

Taxes payable and provisions

11.24

1.546.450

431.828

Redeemable preference shares

11.18

6.430.536

698.650

Total

 

81.596.865

 33.522.823

 

11.31.3 Financial Risk Management Objectives

 

The Group's Treasury function provides services to its various corporate entities, coordinates access to local and international financial markets, monitors and manages the financial risks relating to the operations of the Group, mainly the investing and development functions. Its primary goal is to secure the Group's liquidity and to minimize the effect of the financial asset price variability on the cash flow of the Group. These risks cover market risks including foreign exchange risks and interest rate risk as well as credit risk and liquidity risk.

 

The above mentioned risk exposures may be hedged using derivative instruments whenever appropriate. The use of financial derivatives is governed by the Group's approved policies which indicate that the use of derivatives is for hedging purposes only. The Group does not enter into speculative derivative trading positions. The same policies provide for the investment of excess liquidity. As at the end of the reporting period, the Group had not entered into any derivative contracts.

 

11.31.4 Economic Market Risk Management

 

The Group operates in Romania, Bulgaria, Greece and Ukraine. The Group's activities expose it primarily to financial risks of changes in currency exchange rates and interest rates. The exposures and the management of the associated risks are described below. There has been no change in the way the Group to the Group's manner in which it measures and manages risks.

 

Foreign Exchange Risk

Currency risk arises when commercial transactions and recognized financial assets and liabilities are denominated in a currency that is not the Group's functional currency. Most of the Group's financial assets are denominated in the functional currency. Management is monitoring the net exposures and adopts policies to contain them so that the net effect of devaluation is minimized.

 

Interest Rate Risk

The Group's income and operating cash flows are substantially independent of changes in market interest rates as the Group has no significant interest-bearing assets. On December 31st, 2015, cash and cash equivalent financial assets amounted to € 895.422 (2014: € 891.938) of which approx. € 40.000 in UAH and €570.000 in RON (Note 11.17) while the remaining are mainly denominated in either USD or €.

 

The Group is exposed to interest rate risk in relation to its borrowings amounting to €53.680.779 (31 December 2014: €18.216.422) as they are issued at variable rates tied to the Libor or Euribor. Management monitors the interest rate fluctuations on a continuous basis and evaluates hedging options to align the Group's strategy with the interest rate view and the defined risk appetite. Although no hedging has been applied for the reporting period, such may take place in the future if deemed necessary in order to protect the cash flow of a property asset through different interest rate cycles.

 

Management monitors the interest rate fluctuations on a continuous basis and evaluates hedging options to align the Group's strategy with the interest rate view and the defined risk appetite. Although no hedging has been applied for the reporting period, such may take place in the future if deemed necessary in order to protect the cash flow of a property asset through different interest rate cycles.

 

As at 31 December 2015 the average interest rate for all the interest bearing borrowing and financial leases of the Group stands at 5,00% (31 December 2014: 5,77%).

 

The sensitivity analysis for LIBOR and EURIBOR changes applying to the interest calculation on the borrowings principal outstanding as at 31 December 2014 is presented below:

 

 

Actual

as at 31.12.2015

+100 bps

+200 bps

Weighted average interest rate

5,00%

6,00%

7,00%

Influence on yearly finance costs

-

(648.116)

(1.296.232)

 

11.31.5 Credit Risk Management

 

The Group has no significant credit risk exposure. The credit risk emanating from the liquid funds is limited because the Group's counterparties are banks with high credit-ratings assigned by international credit rating agencies. The Credit risk of receivables is reduced as the majority of the receivables represent VAT to be offset through VAT income in the future. In respect of receivables from tenants these are kept to a minimum of 2 months and are monitored closely.

 

11.31.6 Liquidity Risk Management

 

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which applies a framework for the Group's short, medium and long term funding and liquidity management requirements. The Treasury function of the Group manages liquidity risk by preparing and monitoring forecasted cash flow plans and budgets while maintaining adequate reserves. The following table details the Group's contractual maturity of its financial liabilities. The tables below have been drawn up based on the undiscounted contractual maturities including interest that will be accrued.

 

31 December 2015

 

Carrying amount

Total

Contractual

Cash Flows

Less than

one year

From one to

two years

More than two years

 

Financial assets

 

 

 

 

 

Cash at Bank

895.422

895.422

895. 422

-

-

Prepayments and other receivables

4.795.223

4.795.223

4.795.223

 

 

Available for sale investments

2.783.535

2.783.534

2.783.534

 

 

Long Term Receivables

252.916

252.916

252.916

 

 

Prepayments made for investments

100.000

100.000

100.000

 

 

Total Financial assets

8.827.096

8.827.096

8.827.096

 

 

 

 

 

 

 

 

Financial liabilities

 

 

 

-

-

Borrowings

53.680.779

56.037.869

24.198.982

14.649.577

17.189.310

Trade and other payables

7.716.924

7.716.924

3.044.036

-

4.672.888

Deposits from tenants

756.454

756.454

132.684

-

623.770

Finance lease liabilities

11.465.722

16.741.482

775.146

840.158

15.126.178

Redeemable preference shares

6.430.536

6.430.536

6.430.536

-

-

Taxes payable

1.546.450

1.546.450

1.546.450

-

-

Total Financial liabilities

81.596.865

89.229.715

36.127.834

15.489.735

37.612.146

Total net liabilities

72.069.769

80.402.619

27.300.738

15.489.735

37.612.146

 

 

31 December 2014

 

Carrying amount

Total

Contractual

Cash Flows

Less than

one year

From one to

two years

More than two years

 

Financial assets

 

 

 

 

 

Cash at Bank

891.938

891.938

891.938

-

-

Prepayments and other receivables

4.251.489

4.251.489

4.251.489

-

-

Total Financial assets

5.143.427

5.143.427

5.143.427

-

-

 

 

 

 

 

 

Financial liabilities

 

 

 

 

 

Interest bearing borrowings

18.216.422

22.319.389

6.665.533

2.743.797

12.910.059

Trade and other payables

1.869.537

1.869.537

1.654.852

73.841

140.844

Deposits from tenants

661.410

661.410

161.579

68.973

430.858

Finance lease liabilities

11.644.976

17.476.135

766.289

769.922

15.939.924

Taxes payable

698.650

698.650

349.325

349.325

-

Total Financial liabilities

33.090.995

43.025.121

9.597.578

4.005.858

29.421.685

Total net liabilities

27.947.568

37.881.694

4.454.151

4.005.858

29.421.685

 

11.31.7 Net Current Liabilities

 

The current liabilities amounting to €38.763.009 exceed current assets amounting to €16.990.645 by €21.772.364. This difference is primarily a result of:

a) the bank borrowings related to the residential portfolio €11.117.514 that are repayable by ongoing sales proceeds, which according to the IFRS appear to be repayable within the next 12 months.

b) the EBRD Terminal Brovary debt, amounting to €12.164.107 which is also presented as a current liability due to the breach of certain covenants should be viewed as under transfer upon completion of the sale of Terminal Brovary (Note 11.32).

 

Based on the above, current assets are in effect higher than current liabilities by €1.509.257. An additional €429.858 have been repaid by May 2016 to the lending bank of the Linda project, with the related loan being fully repaid (Note 11.32).

 

11.32 Events after the end of the reporting period

 

a. Sale of Linda

 

In May 2016, the Company signed a binding agreement to sell its Linda Residences residential property sub-portfolio (part of its Residential portfolio) in East Bucharest, Romania for €660.000 (gross of debt). The Linda Residences portfolio, which was purchased in an all-share transaction as part of a broader property portfolio in 2014 is located at Pantelimon lake in East Bucharest in a heavily populated area and comprises of 16 apartment units in different property blocks. Pursuant to the sale, the related bank debt amounting to ~€225.000 at the time (Note 11.21) has been fully repaid.

 

b. Announcement for the rental and disposal of Terminal Brovary

 

In January 2016 the Group received an unsolicited offer to sell the Terminal Brovary to Rozetka, the leading Ukrainian internet retailer, partly owned by the Horizon Private Equity Group. Following negotiations the Group agreed with the potential buyer on a price for the acquisition, subject to a number of steps including an agreement with the lending bank, EBRD. As such steps may take time, Rozetka agreed to lease all unlet warehouse areas of the Terminal, bringing its warehouse occupancy up to 100%, through a four year lease agreement, that would be valid even if the sale does not take place. If the sale is concluded by October 2016, such lease payments by Rozetka will be set off against the consideration. The Letter of Intent for the sale and the firm lease agreement were signed on 6 June 2016.

 

c. EBRD loan

 

While the negotiations for the sale of the Terminal Brovary continued and EBRD is in discussions with the buyer for agreeing a loan roll-over or repayment, the Company has not repaid the installment due to EBRD in March 2016. In view of this the EBRD loan is in default, yet all three parties (buyer, the Company and EBRD) are focusing on the sale transaction. As of the reporting date all March principal installments have been paid.

 

d. Innovations Park- Nestle

 

Nestle- Ice Cream, the anchor tenant of the Innovations portfolio notified the Group of their intention to break the lease agreement and leave the premises. As the rental agreement is based on a closed contract until September 2018, Nestle and the Company entered into discussion to find an amicable solution that would facilitate both parties and agreed in principle for Nestle to leave. Such agreement to be implemented, needs the consent of the lending bank, (as lending came in the form of sale and lease back agreement, the effective owner of the asset) Bank of Piraeus Romania. The Bank of Piraeus has still not formally provided such consent, and discussions are ongoing, while neither Nestle is paying its rental dues to the Group, nor the Bank of Piraeus demanding its lease payment due by the Group since January 2016. The Group has retained legal advisors to explore all its legal rights in case the agreement is at the end not successfully implemented.

 

e. Delia - BOC Loan

 

Delia Lebada Invest Srl, a subsidiary, entered into a loan agreement with the Bank of Cyprus Limited in 2007 to effectively finance a leveraged buy-out of the subsidiary by Sec South. The bank loan amounting to €4.830.000 is secured with a mortgage and a corporate guarantee by SEC South. The balance of the loan as at 31 December 2015 is €4.569.725 (without any accrued interest and default penalty). Following acquisition by the Group in mid 2015, and as the loan was already in default and the Bank initiated insolvency procedures to take over the Pantelimon lake asset. The insolvency procedure may culminate in auctioning off the land plot within the second half of 2016. The Group is currently in discussion with its partner and the bank in an effort to find an amicable settlement, prior to auctioning off the land plot.

 

f. Praktiker Craiova

 

The Company is in discussions with the tenant of its retail unit is Craiova, Praktiker, to extend the lease agreement for an additional five years until December 2025, in exchange for reducing the annual rent to the levels of the temporary reduction that the tenant and previous owner had agreed for the last few months of 2015, namely to ~€600k. At the same time the Company is in discussions with the lending bank to reprofile the payment schedule of the debt, to match the new rental conditions. As such the redemption value of the redeemable convertible shares is also under discussion with their owners (Notes 11.18 & 11.11).

 

g. United Kingdom possibility of exiting the European Union

 

On Thursday 23rd June 2016, the United Kingdom passed a referendum for exiting the European Union. The final decision of Britain to exit the European Union, which may materialize in the next few years, may affect the UK stock markets and GBP foreign exchange rates and thus the Group's share price as it is listed on the AIM Market of the London Stock Exchange and its share price is quoted in GBP. The Group's operations are in South East Europe and denominated in other currencies, which are not expected to be affected.

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