TIDMAISI
RNS Number : 3605P
Aisi Realty Public Limited
30 September 2011
30 September 2011
Aisi Realty Public Limited
("Aisi" or "the Company")
Unaudited Financial Results for the six months ended 30 June
2011
Overview
The Board of Aisi today reports its half year results for the
six months ended 30 June 2011. As at 30 June 2011, the investment
portfolio was valued at $36 million compared with $43 million as at
31 December 2010, following an impairment of $7.8 million against
the land and property assets of the Company as considered
appropriate by the Board of Directors due to the risks associated
with the probable development of the projects The revised portfolio
valuation together with other operating expenses and a further
impairment against doubtful receivables and advance payments
resulted in a pre-tax loss of $16.5 million for the six months
ended 30 June 2011 (2010: loss $3.9 million).
Operational Review
The Group has signed up additional tenants at its Brovary
Logistics Property ("Terminal Brovary") during the period and as at
the date of these interims, has in situ tenants and signed
preliminary agreements to lease space at Terminal Brovary
approximating 30% of total available space.
The EBRD construction loan was restructured on 1 June 2011 and
became effective on 20 September 2011.
All other portfolio projects remain on hold.
Outlook
The Directors consider that following the agreement with South
East Continental Unique Real Estate (SECURE) Management, under
which the Company has entered into an $8,000,000 convertible Bond
subscription agreement with Narrowpeak Consultants Limited (the
"Investor"), the Company will have adequate working capital and
liquidity to meet a considerable part of its existing liabilities.
This together with improving market fundamentals and the effect of
new lettings at Brovary Logistics Park, make the Board of Directors
cautiously optimistic as to the future prospects of the Group
Further enquiries:
AISI Realty Public Ltd
Lambros Anagnostopoulos / Beso Sikharaulitze, +38 044 459 3000
Seymour Pierce Limited
Nandita Sahgal / David Foreman +44 (0)20 7107 8000
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the six months ended 30 June 2011
Note Six month ended
----------------------------
30 June 2011 30 June 2010
------------- -------------
US$ US$
Revenue from operations
Fair value (losses) on investment
property (7 833 811) (1 982 148)
Income from operations, net 184 633 49 826
(7 649 178) (1 932 322)
Expenses
Administration expenses (2 668 358) (2 790 321)
Finance costs, net (1 020 603) 789 256
Other income/(expenses), net (5 255 472) 33 291
Loss before taxation (16 593 611) (3 900 096)
Tax - (2 283)
Loss for the period (16 593 611) (3 902 379)
Other comprehensive income 51 523 -
------------- -------------
Total comprehensive income for the
period (16 542 088) (3 902 379)
============= =============
Attributable to:
Equity holders of the parent (16 538 804) (3 912 740)
Non controlling interests (3 284) 10 361
(16 542 088) (3 902 379)
============= =============
Losses per share attributable to equity
holders of the parent (cent) 4 (4,0) (2,0)
INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 30 June 2011
30 June 31 December 30 June
2011 2010 2010
---------- ------------ ----------
US$ US$ US$
Assets
Non-current assets
Property, plant and equipment 32 427 54 783 59 294
Investment property under 35 834
construction 6 286 553 10 300 000 098
29 842 22 872
Investment property 579 33 631 000 426
Advances for investments 2 000 000 6 000 000 8 525 887
VAT non-current 2 923 102 2 926 939 2 991 494
41 084 70 283
661 52 912 722 199
========== ============ ==========
Current assets
Accounts receivable 2 565 758 3 487 598 3 088 679
Cash and cash equivalents 18 504 291 053 1 708 152
2 584 262 3 778 651 4 796 831
========== ============ ==========
Total assets 43 668 56 691 373 75 080
923 030
========== ============ ==========
INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(continued)
as at 30 June 2011
30 June 31 December 30 June
2011 2010 2010
------------ ------------- ------------
US$ US$ US$
Equity and Liabilities
Share capital 5 431 918 5 431 918 2 283 299
Share premium 92 683 930 92 683 930 92 683 930
(Accumulated losses)/Retained (90 809 (53 195
earnings 707) (74 217 972) 839)
Advances for issue of shares 2 062 471 2 062 471 4 987 972
Other reserves 68 390 68 390 68 390
Translation difference reserve (1 027 228) (1 068 153) (1 377 231)
------------ ------------- ------------
8 409 774 24 960 584 45 450 521
Non controlling interests 1 027 508 1 030 793 1 326 347
Total equity 9 437 282 25 991 377 46 776 868
============ ============= ============
Non current liabilities
Borrowings 15 550 059 15 529 412 14 588 235
Obligations under finance
leases 583 584 591 245 596 711
Accounts payable 998 910 673 078 871 036
-------------
17 132 553 16 793 735 16 055 982
============ ============= ============
Current liabilities
Borrowings 793 476 41 237 1 411 765
Accounts payable 15 147 558 13 234 905 10 172 863
Obligations under finance
leases 24 483 44 969 76 885
Current tax liabilities 554 352 510 240 510 240
Provisions 579 219 74 910 75 427
-------------
17 099 088 13 906 261 12 247 180
-------------
Total liabilities 34 231 641 30 699 996 28 303 162
============ ============= ============
Total equity and liabilities 43 668 923 56 691 373 75 080 030
============ ============= ============
On 30 September 2011 theBoard of Directors of Aisi Realty Public
Ltd authorised the issue of these financial statements.
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the six months period ended 30 June 2011
Attributable to equity holders of
the Parent
--------- ---------------------------------------------------- --------- ------------ -------- ------------ -------------
Retained
earnings, Advances
Notes net of for Non
Share Share payables from minority Other issue of Translation controlling
capital premium shareholders interest reserves shares difference Total interests Total
US$ US$ US$ US$ US$ US$ US$ US$ US$ US$
--------- --------- -------------- ------------- ---------- --------- ------------ -------- ------------ -------------
Balance -
1 January 5 431 92 683 2 062 (1 068 24 960
2011 918 930 - (74 217 972) 68 390 471 153) 584 1 030 793 25 991 377
========= ========= ============== ============= ========== ========= ============ ======== ============ =============
Total comprehensive
income for (16 550
the period (16 591 735) 40 925 809) (3 284) (16 554 093)
Balance - 5 431 92 683 2 062 (1 027 8 409
30 June 2011 918 930 - (90 809 707) 68 390 471 228) 774 1 027 508 9 437 282
========= ========= ============== ============= ========== ========= ============ ======== ============ =============
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
for the six months period ended 30 June 2011
30 June 2011 30 June 2010
US$ US$
Operating activities
Loss before taxation (16 593 611) (3 900 096)
Adjustments for:
Depreciation of property, plant and equipment 19 921 34 400
Impairment of investment advances and accounts
receivable 4 802 851 -
Tax paid - (2 285)
Foreign exchange losses/(gain) 120 683 (928 734)
Loss on revaluation of investment property 7 833 811 1 982 148
Other expenses 504 409 -
Interest expense 547 768 -
Interest income (2 299) (61 857)
------------- -------------
Operating loss before working capital changes (2 766 467) (2 876 424)
Increase in advances to related parties (618) -
(Increase)/Decrease in prepayments
and other current assets (103 296) (1 312 616)
Increase/(Decrease) in trade and other payables 927 980 84 737
Increase/(Decrease) in financial lease
liabilities (28 147) 10 672
Increase/(Decrease) in payables due to related
parties 1 221 904 1 720 925
Cash flows from operating activities (748 644) (2 372 706)
============= =============
Investing activities
(Increase)/Decrease in VAT receivable 43 035 222 215
(Increase) in advances for investments - 772 058
Increase in payables to constructors (10 671) -
Additions to investment property (90 157) (2 496 672)
Changes of property, plant and equipment 50 035 (20 930)
Cash flows from investing activities (7 758) (1 523 329)
============= =============
Financing activities
Proceeds from other borrowings 471 999 (37 967)
Net cash from financing activities 471 999 (37 967)
============= =============
Effect of foreign exchange rates on cash and
cash equivalents 11 854 621 497
Net increase in cash and cash equivalents (272 549) (3 312 505)
Cash and cash equivalents:
At beginning of the period 291 053 5 020 657
At end of the period 18 504 1 708 152
============= =============
Unaudited notes forming part of the condensed consolidated
interim financial information for the six months ended 30 June
2011
1. Incorporation and principal activities
Country of incorporation
The Company was incorporated in Cyprus on 23 June 2005 as a
private company with limited liability under the Companies Law,
Cap. 113. On 19 March 2006 it was converted into a Public Limited
Liability Company, by filing a statement in lieu of prospectus. Its
registered office is at Totalserve House, 17 Gr. Xenopoulou Street,
3106 Limassol, Cyprus.
Principal activity
The consolidated financial statements of the Company as at and
for the six months period ended 30 June 2011 comprise the Company
and its subsidiaries (together referred to as the "Group").
The principal activity of the Group, which is unchanged from
last year, is the investment in real estate including the
development, operation and selling of real estate assets,in major
population centres of Ukraine.
2. General information
This condensed consolidated interim financial information was
approved by the Board on 30 September 2011.
The interim financial information for the six months ended 30
June 2011 and 30 June 2010 is unreviewed and unaudited and does not
constitute statutory accounts The comparative financial information
for the year ended 31 December 2010 has been derived from the
statutory financial statements for that period. Statutory accounts
for the year ended 31 December 2010 were approved by the Board of
directors on 8 August 2011. The Independent Auditors' Report on
those accounts was both qualified and also contained an emphasis of
matter in relation to the Group's ability to continue as a going
concern and other matters.
3. Going concern
These consolidated financial statements have been prepared on a
going concern basis, which contemplates the realisation of assets
and the repayment of liabilities in the normal course of business.
The recoverability of the Group's assets, as well as the future
operations of the Group, may be significantly affected by the
current and future economic environment, as well as the full
settlement of the existing company liabilities, as they appear in
the financial statements, taking into account the restructuring of
the Group. The Group incurred a loss before tax of US$ 16 591 735
during the six months ended 30 June 2011. At 30 June 2011, the
Group's total assets exceed its total liabilities by US$8 409
774.
The directors consider it is appropriate to prepare these
consolidated financial statements on the going concern basis as the
Group has succeeded to secure additional funding in August 2011 so
as to ensure its continued operations. The consolidated financial
statements do not include any adjustments should the Group be
unable to obtain appropriate funds and consequently not be a going
concern.
4. Earnings and net assets per share attributable to equity
holders of the parent
a. Weighted average number of ordinary shares
30 June 2011 30 June 2010
------------- -------------
Number Number
Issued ordinary shares capital 414 272 792 192 194 975
Weighted average number of ordinary shares 414 272 792 192 194 975
Diluted weighted number of ordinary shares 414 272 792 192 194 975
b. Basic, diluted and adjusted earnings per share
Profit (Loss) after tax 30 June 2011 30 June 2010
------------- -------------
US$ US$
Basic (16 591 735) (3 912 740)
Diluted (16 591 735) (3 912 740)
Adjusted (16 591 735) (3 912 740)
Earnings per share 30 June 2011 30 June 2010
------------- -------------
US$ US$
Basic (0,04) (0,02)
Diluted (0,04) (0,02)
Adjusted (0,04) (0,02)
c. Net assets per share
30 June 2011 30 June 2011 30 June 2011
------------- ----------------- ---------------------
Net assets Number of shares Net assets per share
US$ Number US$
Basic 8 409 774 414 272 792 0,02
Diluted 8 409 774 414 272 792 0,02
Adjusted 8 409 774 414 272 792 0,02
30 June 2010 30 June 2010 30 June 2010
------------- ----------------- ---------------------
Net assets Number of shares Net assets per share
US$ Number US$
Basic 45 450 521 192 194 975 0,24
Diluted 45 450 521 192 194 975 0,24
Adjusted 45 450 521 192 194 975 0,24
5. Events after the end of the reporting period
Financial Restructuring-Convertible Bond
On 15 March 2011, the Company announced that the Board was in
discussions with (i) certain existing Shareholders; and (ii) an
independent third party investor group to provide a working capital
facility, or other cash injection, to meet the short term funding
requirements of the Group.
On 1 July 2011 the Company has signed an agreement with South
East Continental Unique Real Estate (SECURE) Management, under
which the Company entered into a subscription agreement with
Narrowpeak Consultants Limited (the "Investor"), a member of the
SECURE Management group, for a substantial investment in the
Company on certain terms.
Under the agreement, the Investor conditionally agreed to
subscribe for Bonds issued by the Company with aggregate value of
US$8 million which shall be convertible, in certain circumstances,
into 5.135.000 New Ordinary shares (see note below), and will be
issued with class B warrants to subscribe for up to 1.091.000 New
Ordinary shares. Each Class B Warrant will entitle the holder
thereof to receive certain New Ordinary Share. The Class B Warrants
may be exercised at any time from the earlier of the Maturity Date
and exercise of not less than 75 % of the Bonds to the third
anniversary of the date of the Class B Warrant Instrument. The
exercise price of the Class B Warrants will be the nominal value
per Existing Ordinary Shares or New Ordinary Shares as at the date
of exercise. The Class B Warrant Instrument will have anti-dilution
protections so that, in the event of further share issuances by the
Company, the number New Ordinary Shares to which the Investor is
entitled will be adjusted so that the Investor 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 for the Investor will lapse
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.
The bonds and the class B warrants will be subscribed for and
issued to the Investor in two tranches. The principal term of the
bonds will be eight months and the annual interest during this
eight month period will be 1% per annum. On the date eight calendar
months following the issue of the first tranche of bonds (the
"Maturity Date"), if the paid and then then current liabilities are
equal to or less than US$6.4 million, the bonds will automatically
be converted into the ordinary shares else the bonds will be
converted into shares at the sole discretion of the Investor. In
such circumstances, from the Maturity Date until such conversion
the bonds will bear interest at 10% per annum. The bonds are
collateralised by all the freehold assets of the Group which are
not mortgaged.
Notwithstanding the above, the bonds will be able to be
converted into ordinary shares at the Investor's discretion at any
time between the date of the bond instrument and 31 December 2013
(excluding the Settlement Agreement-below).
For further details please revert to the Circular dated 1 July
2011 and the related AIM announcements.
On 15 June 2011, the Investor also entered into a Bridge Loan
Facility Agreement to provide the Group with funds to meet certain
urgent liabilities that caused a high risk of default to the Group.
The Bridge Loan Facility is secured by means of a mortgage granted
by Group.
New Ordinary Shares
On 24 July 2011, The Group obtained shareholder approval for a
proposed capital reorganisation resulting in the consolidation of
all existing ordinary shares of the Company on a 100 for 1 basis.
For further details please revert to the Circular dated 1 July
2011.
Settlement Agreement
As a condition precedent for the Investment, the Group and the
management signed a settlement agreement, resulting in the
Investment Manager releasing the Company from all claims and
liabilities that had arisen under the investment management
agreement which were owed by the Company to the Investment Manager.
In consideration for this release, the Investment Manager will
receive (i) cash payment of US$300,000; and (ii) Class A Warrants
to subscribe for up to 273,000 New Ordinary Shares. The Class A
Warrants have substantially the same terms as the Class B Warrants
but will not benefit from the anti-dilution protection granted to
the Class B Warrants.
The Settlement Agreement constituted a related party transaction
under Rule 13 of the AIM Rules for Companies. For further details
please revert to the Circular of 1 July 2011.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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