Final Results -21-
March 31 2009 - 2:00AM
UK Regulatory
| resulting from: | | | | | | |
+-----------------------------------------+-+---------+--+---------+--+---------+
| | | | | | | |
+-----------------------------------------+-+---------+--+---------+--+---------+
| Share in profit of associates | | (301) | | - | | - |
| taxed at the associates' level | | | | | | |
+-----------------------------------------+-+---------+--+---------+--+---------+
| Current year tax losses for | | 412 | | 1,496 | | 210 |
| which no deferred tax asset was | | | | | | |
| recognized | | | | | | |
+-----------------------------------------+-+---------+--+---------+--+---------+
| Different tax rates applicable | | (387) | | (508) | | (595) |
| to foreign subsidiaries | | | | | | |
+-----------------------------------------+-+---------+--+---------+--+---------+
| Non-deductible expenses | | 1,029 | | 364 | | 43 |
+-----------------------------------------+-+---------+--+---------+--+---------+
| Non-taxable income | | (1,664) | | (4,649) | | (1,327) |
+-----------------------------------------+-+---------+--+---------+--+---------+
| Other | | - | | 80 | | (46) |
+-----------------------------------------+-+---------+--+---------+--+---------+
| | | | | | | |
+-----------------------------------------+-+---------+--+---------+--+---------+
| Income tax expense | | 701 | | 2,555 | | 1,079 |
+-----------------------------------------+-+---------+--+---------+--+---------+
f. Tax assessments:
The Company has not been assessed for tax purposes since incorporation.
NOTE 14:- TRADE AND OTHER PAYABLES
+-------------------------------------------------+--+-----------+--+-----------+
| | | December 31, |
+-------------------------------------------------+--+--------------------------+
| | | 2008 | | 2007 |
+-------------------------------------------------+--+-----------+--+-----------+
| | | | | |
+-------------------------------------------------+--+-----------+--+-----------+
| Trade | | 2,292 | | 12,832 |
+-------------------------------------------------+--+-----------+--+-----------+
| Interest payable | | 454 | | 702 |
+-------------------------------------------------+--+-----------+--+-----------+
| Government authorities | | 1,017 | | 1,224 |
+-------------------------------------------------+--+-----------+--+-----------+
| Related parties (Note 24b) | | 345 | | 96 |
+-------------------------------------------------+--+-----------+--+-----------+
| Accrued expenses | | 409 | | 922 |
+-------------------------------------------------+--+-----------+--+-----------+
| Deferred income *) | | - | | 5,018 |
+-------------------------------------------------+--+-----------+--+-----------+
| Dividend payable to minority | | 460 | | 119 |
| shareholders | | | | |
+-------------------------------------------------+--+-----------+--+-----------+
| Other | | 1,325 | | 1,685 |
+-------------------------------------------------+--+-----------+--+-----------+
| | | | | |
+-------------------------------------------------+--+-----------+--+-----------+
| | | 6,302 | | 22,598 |
+-------------------------------------------------+--+-----------+--+-----------+
*) In November 2007, the Company sold its wholly-owned subsidiary, Piekarniza
Sp.z.o.o., to a jointly controlled company, Robyg Morena Sp.z.o.o. The
consideration in respect of this sale was recorded as a long-term loan in the
accounts of the Company. Since the collection of the loan was dependent upon
future funds to be received in connection with vacant land held by Piekarniza
Sp.z.o.o., the Company deferred the recognition of the gain on the sale until
the loan was collected in 2008 (see Note 22b).
NOTE 15:-COMMITMENTS, CONTINGENT LIABILITIES AND PLEDGES
a. As of December 31, 2008, the Group has purchase commitments in respect of
Group companies and construction projects amounting to approximately EUR 9,460.
b. Contingent liabilities, guarantees and pledges:
1. The balances of the secured liabilities and guarantees of the Group are as
follows:
+----------------------------------------+-+-----------+-+--------------+--------------+
| | | December 31, |
+----------------------------------------+-+----------------------------+
| | | 2008 | | 2007 |
+----------------------------------------+-+-----------+-+-----------------------------+
| Liabilities: | | | | |
+----------------------------------------+-+-----------+-+-----------------------------+
| Long-term loans | | 34,323 | | 52,646 |
| and other | | | | |
| liabilities | | | | |
| (including current | | | | |
| maturities) *) | | | | |
+----------------------------------------+-+-----------+-+-----------------------------+
| | | | | |
+----------------------------------------+-+-----------+-+-----------------------------+
| Guarantees **) | | 24,629 | | 27,324 |
+----------------------------------------+-+-----------+-+--------------+--------------+
*) The Group companies have made an undertaking to the banks not to repay
shareholders' loans until the loans to the banks have been repaid.
**) The Company guaranteed the bank loan of an associate and received
guarantees from another investor regarding its share of the loan.
2. To secure the aforementioned liabilities and guarantees, the Company and
the subsidiaries registered fixed charges on lands, share capital in
subsidiaries and the Company's share capital, as well as floating charges on the
assets.
3. The registration of the transfer of ownership in certain lands has yet to
be completed.
4. In 2007, a subcontractor of a Hungarian subsidiary's chief subcontractor
filed a claim against the subsidiary, alleging that the payment for commodities
and services supplied was not received. The estimated payout is EUR 940, should
the claim be successful.
The Company has been advised by its legal counsel that it is not probable that
the action will succeed and, accordingly, no provision for any liability has
been made in these financial statements.
5. Collaboration agreements with Lehman:
In October 2006, a collaboration agreement was signed with Lehman Brothers Real
Estate Partners L.P. ("Lehman"), which is based on a memorandum signed at the
end of 2005. The agreement provides for the right of Lehman to participate in
any of the Company's real estate projects in Poland, Hungary and Romania and
includes a mechanism for distribution of earnings, according to which the
Company is entitled to receive earnings exceeding its interest in the projects
if the yield on the investment in the project exceeds an internal rate of return
of 20%.
In October 2007, the Company signed a memorandum of understandings with Lehman
to reorganize the ownership and operations of jointly controlled entities in
Poland. In April 2008, the court approved the reorganization plan. Accordingly,
the Company and Lehman each contributed their interests in all
jointly-controlled Polish companies to a holding company (Robyg S.A.)
established for this purpose. In consideration of the contribution, the Company
and Lehman received an equal number of shares of Robyg S.A., thus retaining
(indirectly) the joint ownership of the Polish companies. In addition, the
collaboration agreement between the Company and Lehman was amended such that the
Company and Lehman do not have joint control of Robyg S.A.
In addition, Lehman has agreed to purchase from the Company for a consideration
of EUR 26,000, the Company's right to receive earnings in excess of its interest
in projects with Lehman. The purchase is conditional on the floatation of ROBYG
S.A. on the Warsaw Stock Exchange by August 2008 at a valuation of at least a
certain amount. The consideration will be paid to the Company in the form of
ROBYG S.A shares equivalent to EUR 26,000 (see also Note 24).
6. In November 2006, the Company acquired a subsidiary which holds 50% of a
company established jointly with a local municipality in Budapest ("the
Municipality") for a consideration of up to 840 million Hungarian
Forint (approximately EUR 3,175).
According to the agreement between the subsidiary and the Municipality, the
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