TIDMSPDI
RNS Number : 4060C
SPDI Secure Property Dev&Inv PLC
16 April 2013
16 April 2013
SECURE PROPERTY Development & Investment
("SPDI" or "the Company")
NEW MANAGEMENT TEAM DELIVERS ON TURNAROUND STRATEGY WITH 188%
INCREASE IN OPERATING PROFIT AND A RETURN TO PROFIT BEFORE TAX FOR
THE FIRST TIME IN FIVE YEARS
- $21.2 million of capital raised to fund growth strategy -
SECURE PROPERTY Development & Investments Ltd (LSE:SPDI), a
South Eastern European focused property and investment company,
today announces its full year results for the year ended 31
December 2012.This is the Company's first full year of operation
since the new management was introduced in August 2011 and the
results show transformational improvements across all major
financial and operational metrics.
Financial highlights:
-- A 188% increase in operating profit to $2.3 million (2011:
$0.8 million).
-- The Company returned to overall profitability in 2012
delivering a profit before tax of $0.14 million (2011: loss of
$0.84 million).
-- Net Asset Value increased by 7.9% to $33.9 million (2011:
$31.4 million).
-- Gross Rental Income increased by 302% to $2.1 million
(2011:$0.5) as a result of improved occupancy at Terminal Brovary,
the Group's key income producing asset in Kyiv.
-- Cost savings of over 50% in operating expenses generated
through improved operational efficiencies, including continued
streamlining and consolidation of third party advisors as well as
initiating and implementing tendering procedures and other cost
monitoring and internal controls for operating processes.
-- $4 million of capital raised in 2012 with a further $17
million raised post the period end, adding momentum to the
Company's recovery and funding its ambitions for growth.
Operational highlights:
-- Occupancy at Terminal Brovary increased to 84% at the year
end from 43% as at 31 December 2011, following the signing of six
new leases with blue chip tenants, while average leases are now 20%
higher than the existing average rent at the end of 2011, and 40%
higher than the average rent of the pre-restructuring period.
-- All major pre-August 2011 legacy liabilities have been
settled including the legal case with UVK, which was settled, after
a series of court hearings, at a significant discount to the
nominal $1.5 million claim.
-- Two respected and experienced non-executive directors were
appointed during the year to improve Corporate Governance and
strengthen the management team. The following joined the Board
during the year;
- Harin Thaker, former Head of International Real Estate Finance
at pbb Deutsche Pfandbriefbank AG
- Alvaro Portela, the previous Executive President and Chief
Executive Officer of Sonnae Sierra, a global leader in retail
property development and management
Lambros Anagnostopoulos, Chief Executive Officer at SECURE
PROPERTY Development & Investments, commented:
"2012 was a transformational year for the Company in which we
successfully completed our turnaround strategy, recording
substantial increases across all our key metrics. With a new name
and new vision, the Company now scarcely resembles the troubled
entity it was only a mere 18 months ago when the current management
team, backed by a group of new shareholders, took over.
"We are now firmly on track to enter the second phase of the
Company's evolution having raised a total of $30m in the last
eighteen months, from a number of well-respected individual and
institutional investors, to fund SPDI's strategy to expand in the
SEE region at a time when prices are still depressed from the
economic crisis. We believe significant opportunities exist to
acquire under-priced or distressed assets where we believe we can
create value from asset management, as we have demonstrated at
Terminal Brovary, with the opportunity to also benefit from any
improvement in market sentiment."
- Ends -
Enquiries:
SECURE PROPERTY Development & Investment plc + 380 44 459 3000
Lambros Anagnostopoulos www.secure-property.eu
Constantinos Bitros
Liberum Capital Limited (Nomad and Broker) +44 20 3100 2222
Chris Bowman
Richard Bootle
FTI Consulting +44 20 7831 3113
Richard Sunderland
Will Henderson
Daniel O'Donnell
Notes to Editors:
About SECURE PROPERTY Development & Investment plc
SECURE PROPERTY Development & Investment is a Central and
South Eastern European focused property company with a portfolio
that comprises the 50,000 sqm Terminal Brovary logistics park in
Kyiv, which is 84% let, and four development projects at different
stages of progression, all of which have a combined net value of
EUR32 million.
Since the start of 2013, the Company has raised $17 million from
placings with new investors including Peter Munk and Ned Goodman
which followed the recapitalisation and restructuring of the
Company in August 2011 and the successful completion of various
stabilising initiatives during 2012.
The recent placings have provided the Company with funds to
commence its strategy for growth through the acquisition of income
producing assets in Central and South Eastern Europe in order to
build a more geographically diverse portfolio, whilst maintaining
its emphasis on efficient asset management to create and enhance
value.
SPDI employs a team of 15 experienced professionals operating in
three countries. SPDI's shares are publicly traded on the AIM
market of the London Stock Exchange (LSE:SPDI).
1. Chairman's Statement
Following the transformation of 2011, 2012 has been a year of
consolidation for the Group, which has emerged much stronger, and
is poised for further positive changes in 2013. High on the list of
achievements in 2012 were the successful leasing of the remainder
of Brovary Terminal, which helped to enable the company to achieve
a small net profit of $61,550, compared the $1.1m loss of the
previous year. The high quality tenants that have signed new leases
at Brovary are doing so at rates 20% than the average rent at the
end of 2011, a testament both to the capabilities of the new
management team and the much better market conditions for logistics
operators in Ukraine in 2012, a trend which looks likely to
continue due to a lack of new facilities and steady growth in
demand. Also encouraging was the raising of new equity in early
2013, which will enable the Group to embark on its growth plan in
2013, which will diversify the Group's exposure with the purchase
of Grade A investment properties on low valuations in Romania and
Bulgaria, markets that offer stable income flows and considerable
upside in the future through yield compression from their current
depressed levels. The Group is firmly on track to achieve its goal
of being cash flow positive in 2013.
During 2012 the Board was considerably strengthened with the
addition of two new members, Harin Thaker and Alvaro Portela, both
of whom have had long and highly successful careers in property. I
would like to welcome them, and thank the rest of the Board and
Management for their tireless dedication in what has remained a
very difficult environment in European capital markets, especially
for smaller companies like ours.
These achievements were made in what has remained a very
difficult environment in European capital markets, especially for
smaller companies like ours. I would like to thank the Management
and Board for their tireless dedication in overcoming these
challenges. The Group is still very much on track to achieve much
more in coming years.
_______________________
Paul Ensor
Chairman
2. Letter to the Shareholders
20 March 2013
Dear shareholder,
2012 could be remembered in the future as the year when Europe
began to finally act towards overcoming the troubles it has been
battling since the onset of the financial crisis at the end of
2007. A combination of election results and institutional (ECB,
Eurogroup, etc) decisions brought a turnaround in the sentiment and
signalled hope for the continent's economics and currency.
Unfortunately the positive sentiments were shortlived and events in
March of 2013 signalled, yet again, increased uncertainty and doubt
on the future of the European experiment. For our Company, 2012 was
the year of its re-birth. We completed the turnaround that had
started a year earlier and, perhaps more importantly, we commenced
the implementation of our growth strategy. As a result, the Company
is now well positioned and looks forward to a brighter future.
The turnaround effort assumed by the new management in August
2011 was effectively completed by mid-2012. More specifically,
during this period the Company's annual revenues increased by a
factor of 4, while its annual operating costs decreased by over
50%. The liabilities / payables of the Company were reduced by a
factor of 7 and as a result of all this the Company's net equity
increased by a factor of 4(compared to August 2011).
As a result of the improvements detailed above, we are very
pleased to be able to report an increase in operating profit of
almost 200% to $2.3m (2011: $0.8m) and a return to profitability
for the first time in years with profits before tax of $145,000
compared to a loss of $843,999 in 2011.
As difficult it is to achieve such immense transformation by
itself, our Company effected this turnaround while in a mode of
intensive cost minimisation and liquidity constraints highlighted
and anchored by the management and board members decision to defer
their salaries until such transformation is completed. Furthermore,
as the liquidity needs of the Company grew, reflecting increasing
past liabilities, more capital became available both through
Narrowpeak, the key turnaround investor, as well as from other
existing and new shareholders, contributing a total of $4m during
the year (both in equity and debt), as per the original 2011
plan.
The end of the turnaround process was signalled by the change of
the Company's name to SECURE Property Development and Investment,
borrowing the name and logo from SECURE Management, Narrowpeak's
property operational affiliate with extensive track record and
goodwill in the region.
On the asset management front, the Company's key income
producing asset, Terminal Brovary, started the year with half
occupancy, and a new commercial manager. Throughout the year,
intensive asset management efforts brought success in leasing all
the warehouse area of Brovary (90% of total Gross Leasable Area) at
rates 20% higher than the existing average rent at last year's end
and 40% higher than the average rent of the pre-restructuring era.
By attracting internationally renowned tenants such as Amway,
Rhenus, FM Logistics, Sigma Bleyzer, Pernod Ricard and Billa and by
increasing annual cashflow from the property to $3.5m we have been
able to create an institutional quality logistics asset.
Having successfully executed the turnaround plan and completed
its task of leasing Brovary so that it provides a healthy level of
recurring and visible revenue, the management of the Company put in
place the first stage of its Growth Plan. This strategy involves
expanding and diversifying into other South East European
countries, and particularly Romania and Bulgaria, by acquiring high
value and/or high value added property assets with considerable
upside potential.
The South East European region has witnessed a substantial
economic slow-down during the last four years, mostly as a
collateral damage of the Euro and Greek crisis. It is noteworthy
that a large percentage of both Romania's and Bulgaria's banking
systems are owned by Greek and Austrian banks, which, despite being
healthy enough themselves, suffered from the deleveraging imposed
on them and necessitated by their international parent banks. This
slow down caused a shock in the regional property markets creating
a step down in demand, a liquidity crunch, leverage unavailability
and a consequent collapse in property prices. In turn, this has
generated a substantial number of distressed projects and property
owners.
Despite these factors, the economies in the region still grew at
a higher rate than the European average, and they command better
fundamentals than their peers in the Eurozone's periphery. With low
unemployment, minimal private and low government debt (as a
percentage of GDP), a very well educated workforce and (for
Romania) a strong industrial base, these economies are poised to
continue to outperform as the market improves.
The property markets of the South East European countries opened
up to foreign funded development and investment later than any in
East Europe, with mass FDI influx being seen as late as 2005.
Consequently, not much new property stock had time to be built
before the global financial crisis impacted the region (late 2008).
Consequently, the needs of the market (ie demand) are substantially
greater than both current, and, more importantly, potential near
term supply. As such the region combines good economic and
excellent property market fundamentals, a rare combination which is
difficult to find anywhere in the world without a consequential
over-inflation of pricing attached to it.
The Company's strategy is to expand in the region now that
prices are still reeling from the crisis shock and take advantage
of underpriced assets or distress opportunities similar to the
turnaround of the Company itself effected in the last 16 months in
order to create value through its own asset management and take
advantage of any improvement in market sentiment.
In the last quarter of 2012 the Company embarked on a
fundraising effort to attract new investors that share its
strategic view of the market opportunity and, in February 2013, the
Company announced that it had raised $17m of fresh capital from a
number of well respected individual and institutional shareholders.
We have begun the process of putting these proceeds to work having
already agreed heads of terms for the acquisition of an income
producing commercial asset in Bucharest. This, along with the other
opportunities we are assessing, will help further strengthen the
Company's ability to generate recurring income and offer the
potential for value enhancement through capital appreciation. The
fundraising effort will continue as and when new interesting
opportunities for acquisition are identified.
The Company now scarcely resembles the troubled entity it was
only 18 months ago. With a new name and vision, a new strategy
focussed on growth and a committed management team, SECURE Property
and its shareholders have every right to raise their expectations.
As the management who have spearheaded this turnaround and are
directing SECURE Property's future course, we can assure both the
old investors, who have endured the difficult times and kept faith,
as well as the new investors, who share our dream and vision, that
we will do everything it takes to maintain the positive momentum
already achieved and attain an even brighter future for our
Company.
Best regards,
_______________________
Lambros G. Anagnostopoulos
Chief Executive Officer
3. Management Report
3.1. Corporate Overview & Financial Performance
The Company's management spent the better part of 2012 completing
its turnaround both by continuing to reduce and control costs,
and also putting heavy emphasis on increasing revenue generation
by substantially improving occupancy at Terminal Brovary. At
the same time we addressed and settled most of the pre-August
2011 liabilities both in a friendly basis, through out of court
settlements as well as through the court system.
Most notably, in July 2012 the Company reached an out of court
settlement with UVK, previously a potential Brovary tenant,
over a $1.5m claim which had been ongoing for more than three
years and was settled, after a series of court hearings, at
a significant discount to the nominal amount of the claim.
While dealing with those financial and legal liabilities, the
management took substantial care in managing the liquidity of
the Company, given the limited resources available to it. In
addition, the Company succeeded in attracting over $4m of fresh
capital with $2.3 million being raised through the issue of
new ordinary shares during the first half of the year and, in
October, raising $1.7m in debt. This was paramount in ensuring
that liquidity did not hold the company back from achieving
its ambitions.
By the end of the year, the Company was much leaner both in
terms of administrative expenses, (reduced from $5.5m in 2011
to $3.2m in 2012) and in terms of human resources (reduced by
46% over the previous year).
This progress was then built on when, in February 2013, the
Company raised a further $17m from the issue of new ordinary
shares, securing sufficient funds to provide medium term liquidity
and to start investing for growth.
With the past liabilities being addressed, management has gradually
shifted more of its efforts to identifying growth opportunities
and to try raising capital in order to take advantage of them.
Indeed, and as a means to diversify risk various income producing
properties have been identified and contracted for acquisition
via Head of Terms expected to materialize during 2013.
In its push to further improve Corporate Governance, SECURE
Property attracted two new heavyweight non-executive directors
during the first half of the year. Harin Thaker, the former
Head of Real Estate Finance International at PBB Deutsche Pfandbriefbank
AG, a specialist lender in real estate finance and public sector
finance, and Alvaro Portela, the previous Executive President
and Chief Executive Officer of Sonnae Sierra, a global leader
in retail property development and management, leading global
retail property company, joined the Board bringing vast expertise
and knowledge of both the region and the subject matter.
As mandated by the Board in early 2012, the Audit Committee
introduced new audit procedures to enhance the Board's supervisory
and controlling capabilities. To that effect the Audit Committee
has also been in contact with the Auditor of the Company both
to verify the working of the 2011 audit as well as for the timely
preparation of the 2012 audit.
The Board's Remuneration Committee prepared the outline of a
new incentive and compensation scheme that will be offered to
the Company's management executives and directors and will help
align interests, while rewarding for high performance and creation
of shareholder value.
The Board is ultimately responsible for the Group's financial
reporting, internal control and risk management systems. The
Finance Department prepares detailed budgets and cash flow projections,
which are approved annually by the Board and updated regularly
throughout the year. Ongoing financial control is the responsibility
of the management. A control structure is in place with defined
delegated authorities and signatory rights for both management
decisions and cash payments throughout the Group.
The Company's turnaround is most clearly demonstrated by its
financial performance for the year in comparison with the previous
one. Income increased by 400% to $2.1 million, while operating
expenses decreased by 40% to $3.2m. This resulted in an EBITDA
improvement of 290% to $2.3m and a NPAT of $60,000 (2011: Loss
of $1.1m).
3.2. Property Holdings
The Company's portfolio, currently entirely focused on Ukraine,
comprises of one income producing property and four development
projects at different stages in the development process.
Terminal Brovary Logistic Park consists of a 49,180 sqm Class
A warehouse and associated office space, situated on the junction
of the main Kyiv - Moscow highway and the Borispil road. The
facility has been in operation since Q1 2010 and as at the
end of the reporting period was 84% leased.
Bela Logistic Centre 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 centre commenced. Construction was
put on hold in 2009 due to the global economic crisis. During
2012 we have held negotiations with a number of interested
parties with regard to a possible sale of this asset.
Kiyanovsky 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. Michaels's
Spires and historic Podil neighborhood.
Tsymlyanski Lane is a 0.36 ha plot of land located in the historic
Podil District of Kyiv 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.
In 2012, the Company re-appointed BNP Paribas as its valuer.
The valuations have been carried out by the appraisers on the
basis of Market Value in accordance with the appropriate sections
of the current Practice Statements contained within the Royal
Institution of Chartered Surveyors ("RICS") Appraisal and Valuation
Standards, 7(th) Edition (the "Red Book").
At the year-end, the Company's property assets held a value
of $47.6m, an increase of 8.2% from the December 2011 valuation.
This increase can be attributed mostly to the doubling of occupancy,
as well as to an increase of the average unit rental revenue
of the Brovary Logistics Center.
The Net Equity attributable to the shareholders as at 31 December
2012 stood at $33.9m representing a 400% increase over the
June 2011 ($8.5m) figure.
The NAV per share as at 31 December 2012 stood at $3.05 ($2.67
fully diluted).
3.3. Financial and Risk Management
The Group's overall debt exposure at the reporting date comprises
of a $15.5m net construction loan to Aisi Brovary from EBRD,
which was originally restructured in June 2011, and a $1.7m
loan from a related party. In June 2012 the Company engaged
in discussions with EBRD in order to match cash inflows from
the asset with the debt amortization plan. Overall the Group's
gearing ratio (debt/equity) stands at 0.54x.
Throughout 2012 the Company continued to preserve liquidity
and optimize its cash flow in a worsening credit environment.
By maintaining a tight cash flow schedule, the Company has
been able to manage its liabilities while preparing its growth
strategy.
3.4. 2013 and beyond
At the end of 2012 and into 2013 the real estate market has
started to show signs of recovery. The Euro collapse having
been averted last year, the European banks are pushing forward
with their deleveraging plans, raising hopes that some forms
of leverage will become increasingly available this year.
The Greek banks (owners of a large number of banking institutions
in both Ukraine and other countries of South East Europe)
have also been saved by the European bailout mechanism and
are in the process of being recapitalized, signaling a turn
towards business as usual in the not too distant future. Conclusive
elections in both Ukraine and Romania in the last quarter
of the year offer further political stability, a necessary
base for any property market upswing.
2013 will be the first year in many that the Company follows
a growth path. Having raised fresh capital in February, the
Company is planning to expand regionally by acquiring good
underpriced income producing assets, as well as exploiting
other high upside potential opportunities, in a distressed
market environment. In line with its policy of pursuing best
practice and robust corporate governance, the Company will
keep its cost minimization policies and risk control practices,
ensuring both its financial health and its successful contribution
to its social and physical environment.
4. Regional Economic Developments
4.1. Ukraine
The Ukrainian economy recorded in the third quarter of 2012
negative growth for the first time since Q4 2009. The annual
GDP growth declined by 1.3% in Q3 mainly reflecting the
impact of the summer drought on agricultural output. Overall
GDP growth for 2012 is expected at 0.4%. The negative signs
can be attributed more to external (global) demand factors.
The Current Account Deficit ("CAD") widened further in November,
bringing the 12-month rolling CAD at 8.3% of GDP compared
with 6.2% at the end of 2011 due to a sharp deterioration
in the terms of trade driven by weaker trade activity with
Russia and EU (representing 50% of exports, weaker commodity
prices (steel price fell by 25%, which represents 30% of
exports) and eroding competitiveness. Private consumption
remained in positive territory, posting a growth of 12%
yoy in Q3 supported by the initiation of populist measures
by the government in May, ahead of the Q4 2012 parliamentary
elections with real wages posting a double-digit growth
rate of 14% yoy in Q3 2012. On the other end of the spectrum,
private investment growth turned negative in Q3 2012 (-2.9%
y-o-y, following eight successive quarters of strong growth),
reflecting the completion of the Euro-2012 construction
projects.
In November's parliamentary elections, President Yanukovich's
Party of Regions did not perform as well as was widely expected,
even though it is still holding a majority with the help
of the Communist Party. However, this moderate outcome influences
the authorities' willingness to address a hefty twin deficits
problem, scheduled IMF repayments and declining FX reserves
(putting UAH under pressure despite the Ukrainian authorities
effort of buying time throughout 2012 by rolling over loans
to Russia, limiting gas imports and issuing debt in USD).
Even in the case that Ukraine makes a new agreement with
the IMF, most of the IMF funding will be used for the rollover
of the current outstanding payments, making it imperative
for Ukraine to be able to access the markets. Another option
for funding is Russia, but this will mean a step further
away from the EU.
4.2. Romania
The election victory of the Social Liberal Union (USL) was
affirmed through a vote of confidence in late-December.
Immediately afterwards the IMF mission returned to Bucharest
for the conclusion of the seventh and eighth reviews of
Romania's precautionary agreement, mainly focused on the
preparation of 2013 budget and identification of the measures
required to reduce the fiscal deficit to 1.8% of GDP as
well as the implementation of the substantially delayed
structural reforms (especially in state-owned enterprises).
The Romanian economy contracted by 0.6% yoy (down 0.5% q-o-q)
in Q3 2012, following six consecutive quarters of positive
annual growth, having been mainly affected by the lower
agricultural output due to summer drought as well as the
political uncertainty before the 2012 elections. Overall,
Romania's economy growth for 2012 is estimated at circa
0.2%.
In terms of the main GDP components, private consumption
contracted by 1.5%yoy in Q3 (down from +1.8%yoy in Q2) influenced
by lower real wages (despite public wages hikes) and higher
food and energy prices. In the same vein, exports and imports
contracted by 4.2% yoy and 1.9% yoy in Q3 compared to +0.7%
yoy and +0.2% yoy in Q2 respectively. In addition, investments
decelerated to +9.9% yoy, down from +15.2% yoy in Q2, backed
by the decline of public investment in the construction
sector due to the underperformance in EU funds absorption.
The EU funds absorption rate has reached a mere 8% against
an ambitious government target of 19%. Funds earmarked for
investments in the budget were cut in order to finance the
public wages hikes as part of the budget revision in 2012.
In December 2012, headline inflation rose to 5% yoy from
4.6% in November, above National Bank of Romania's (NBR)
target range of 3+1%, influenced by the hike in regulated
electricity price and higher food prices. The depreciation
of the RON against EUR by 5% in 2012 (adjusting for the
latter, end-year inflation is estimated at 3.5%) is also
having a negative effect on the economic climate although
at year end the trend has partially reversed. Despite the
high headline inflation, the NBR Board left the monetary
policy rate unchanged at a record low of 5.25% for a ninth
consecutive month, at its first meeting in 2013, due to
weak economic activity.
The positive news came from international debt markets where
Romania over performed by selling EUR 2.25bn and $2.25bn
of debt in 2012. In addition, in local markets, following
the well received election result, interest for two post-election
debt issuances was significantly higher, leading to a slight
decrease in yields at an average yield of 6.57% from 6.66%
and an oversubscription of both.
4.3. Bulgaria
The Bulgarian economy grew at a steady pace in Q3-2012,
at 0.5% yoy, the same as in Q2 2012, indicating overall
GDP growth for 2012 at 0.6%. On the positive side, several
important indicators outperformed during Q3 showing encouraging
signs for the Bulgarian economy. But the economy faces greater
risk in 2013, following the resignation of the government
in February and the fact that elections are ahead.
Consumption has exceeded expectations for the second consecutive
quarter, staying at +3% yoy in Q3 (+3.2% yoy in Q2), driven
by relatively high real wages (+5.7% yoy in Q3) and the
seasonal improvement in labour market conditions (unemployment
improved to 11.5% in Q3, down from 12.3% in Q2 and a peak
of 12.9% in Q1, the highest level in 2009-2012).
Investments moved into positive territory for the first
time since Q4-2008, rising by 1% yoy in Q3 compared to a
contraction of 2.1% yoy in Q2, 5.4% yoy in Q1 and 10.4%
yoy in Q4 2011. Investment's share to GDP had dropped to
23% in 2011 against a record high at 37% in 2008. The main
driver behind investment growth was the higher absorption
rate of EU funds while the post-crisis drop in investments
is largely explained by the decline of FDI inflows (from
EUR9 bn in 2007 to EUR1.4bn in 2011).
After reducing the budget deficit down to 2.1% of GDP in
2011, Bulgaria was the first country to exit the excessive
deficit process. Fiscal metrics have continued to improve
in 2012 and the fiscal deficit is currently on track to
narrow to 0.9% of GDP. This would be better than the government
had planned (2012 deficit target was set at 1.3% of GDP)
and would imply a sizeable underlying fiscal tightening
of 1.2% of GDP. For 2013, the government plans to pause
its fiscal consolidation efforts (budget will target a deficit
of 1.35% of the GDP).
Current Account reversed to a deficit of 0.1% of GDP in
January-October 2012 against a 1.9% surplus in January-October
2011 mainly due to the deterioration in the trade deficit.
The trade deficit doubled, from 3.8% of GDP in January-October
2011, to 7.8% of GDP in January-October 2012. On the other
hand, the surplus of services improved marginally to 6.1%
of GDP in January-October 2012 against 5.8% in January-October
2011, current transfers improved to 4.1% of GDP January-October
2012, compared to 3.7% a year ago and the income deficit
improved to 2.5% of GDP in January-October 2012 against
3.7% at the same period a year ago, however without being
enough to counterbalance the deterioration of the trade
balance. Headline inflation has resumed its upward trend,
reaching 4.2% yoy in December against 3.9% in November mainly
due to a surge in food and electricity prices.
5. Real Estate Market Developments
5.1. Ukraine
During 2012, prime yields in Ukraine remained high compared
to other European countries even though a slight compression
was recorded, especially in the first semester of the year.
At the end of 2012, rents for prime warehouse space in the
Greater Kyiv area stood at $5.5-6.5/sqm/month (net of VAT
and operating expenses) topped by $0.5-1/sq m/month of expenses.
In addition, vacancy rates for prime warehouse space decreased
further to below 8% due to limited new supply and steady
demand. The healthy leasing activity of retail operators
combined with the positive indicators of the logistics market
present the first signs of market recovery.
Activity in the office market during 2012 was mainly based
on relocations to larger premises or better located and/or
higher quality buildings. The main source of demand was
from manufacturing, IT and business services companies.
Due to gradually picking up of new office supply, occupancy
rate decreased by around 2% during the year. Despite the
increasing new supply, Kyiv office market remains undersupplied
compared to the markets in other CEE capitals.
Local anchors continued to lead the Ukrainian retail market
while new international retailers continued to enter the
market primarily at major new schemes such as "Ocean Plaza",
the first superregional shopping center. The strengthening
confidence of developers and investors in the market has
the potential lead to a significant increase in new delivery
in the sector, which remains fundamentally undersupplied,
with the vacancy rate for quality retail spaces below 2.5%.
5.2. Romania
The overall investment volume in 2012 was limited as both
the local and international political and economical uncertainties
made most potential investors adopt a wait and see approach.
However, there are a number of medium size investors active
in the market and looking to take advantage of the opportunistic
nature of the market. In Q3 2012 the total investment volume
transacted was EUR140.2m, representing a 183% increase against
the same period of previous year.
The main driver of Romanian logistics market remained the
build-to-suit schemes with other types of development being
really scarce. Despite the fact that take-up dropped in
2012 compared with 2011, when it reached the highest level
tracked since 2008, it still outweighs the new supply resulting
in rental and vacancy rates being maintained at the same
levels of $4-5/sqm/month and 10% respectively.
The volume of net transactional activity remained at the
same level as in 2011, at 180,000 sqm dominated by the Technology
& Communication sector (56% of net take-up volume). The
prime rent remains unchanged from the previous quarter,
situated at EUR 18.5-19/sqm/month for CBD buildings. Meanwhile,
the average vacancy in Bucharest is at 14.5-15.5%, registering
a slight increase from last year mainly driven by the addition
of new supply to the total existing stock of office space
in Bucharest.
The increased interest of international retailers to enter
or expand their share in the Romanian retail market continued
in the last quarter of 2012. As the supply of new shopping
centers was limited, the increased demand is mainly absorbed
by existing centers, which offered important incentives
in order to renew their tenant mix, with well known international
brands as H&M, C&A, Deichman, New Yorker, Inditex group,
in an effort to improve their results. Prime rent and vacancy
rate remained stable at EUR 60-70/sqm/month and 9-10% respectively.
5.3. Bulgaria
The level of activity in the Bulgarian property market remained
sluggish during the 2012 with no significant investment
deals. The main reasons for this were the lack of financing
and liquidity, as well as the general economic and political
problems in the eurozone.
As in Romania, the new supply in the logistics market in
Bulgaria was dominated by owner-occupied and built-to-suit
schemes. Notably though the limited new supply in combination
with the shortage of available modern logistics space lead
to a further decrease of vacancy rate to 5.2% compared to
5.5% in Q3 and 6.4% in Q2, as demand picked up supported
by automotive and electronics supply chains, which move
to the Eastern Europe in search of cost savings and operational
flexibility.
The activity in the Bulgarian office market continued to
increase, however the volume of absorbed office space matches
the new office supply. In that vein, prime office rents
remained stable with only the annual indexation influencing
their levels, while prime quality office buildings gradually
increased their occupancy level. The top 10 grade A office
projects on the market recorded over 82% occupancy.
During the last quarter of the year no major new retail
projects were put into operation despite the fact that a
substantial volume was scheduled to do so, bringing the
stock ratio to only 90 sq m per 1,000 people putting Bulgaria
at 31(st) place among 35 European countries, where the average
figure is 250 sqm GLA per 1,000 residents. The total shopping
mall space under construction for 2013 is 206,500 sqm of
GLA.
6. Property Assets
6.1. Aisi Brovary - Terminal Brovary Logistic Park (Kyiv)
The Brovary Logistic Park consists of a 49,180 sqm GLA Class
A warehouse and associated office space. The building has
large facades to Brovary ring road, at the intersection
of Brovary ( -95/ -01 highway), and Boryspil ring road.
It is located 10 km from Kyiv city border and 5 km from
Borispol international airport.
The building is divided into six independent sections (each
at least 6,400 sq m), with internal clear ceiling of 12m
height and industrial flooring constructed with anti - dust
overlay quartz finish. The terminal accommodates 90 parking
spaces for cars and trucks, as well as 24 hour security
and municipal provided sewage, water and garbage collection.
As of the end of 2012, the building is 84% leased, reflecting
a 91% lease of its warehouse capacity. The majority of the
leases, which have been entered into with large, multinational
corporate tenants, have a three to five year duration.
6.2. Aisi Bela - Bela Logistic Center (Odessa)
The site consists of a 22.4 ha plot of land with zoning
allowance to construct industrial properties of up to 103,000
sq m GBA, is situated on the main Kyiv - Odessa highway,
20km from Odessa port and in an area of high demand for
logistics and distribution warehousing.
Following the completion of planning and issuance of permits
in 2008, construction commenced with column foundation and
peripheral walls for 100,000 sqm being completed in 2009.
Development was then put on hold due to lack of funding
and deteriorating market conditions. During 2012 discussions
were held with a potential buyer who wanted to acquire the
site and continue the development. Such negotiations which
continued for a few months broke down after the summer when
the election period started.
6.3. Kiyanovsky Lane - Land for Residential Complex
The project consists of 0.55 ha of land located at Kiyanovsky
Lane, near Kyiv city centre. It is destined for the development
of business to luxury residences with beautiful protected
views overlooking the scenic Dnipro River, St. Michaels's
Spires and historic Podil.
The concept design of the project is under review with
proposed development to include circa 100 residential apartments
with office and retail space on the lower floors (GBA of
circa 21,000 sqm) and 100 parking spaces across two levels
of basement.
6.4. Tsymlyanski Lane - Land for Residential Complex
The 0.36 ha plot, is located in the historic and rapidly
developing Podil District in Kyiv. The Company owns 55%
of the plot, with one local co-owner owning the remaining
45%.
In 2009, all necessary documents were submitted to relevant
authorities for approval and the issuance of a construction
permit. The plan was to develop circa 10,000 sq m GBA of
40 high end residential units and office spaces on lower
floors, as well as 41 parking spaces in three underground
levels. Since then, the project has been frozen. The Company
is evaluating the options of going forward, which include
inter alia an outright sale as well as a contribution in
kind to a larger development.
6.5. Balabino-Land for Retail/Entertainment Development
The site, consisting of 26.38 ha land is situated on the
south entrance of the city, 3 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 and various
development options are being evaluated as per the market's
needs. During 2012 the Company has been in discussions
to sell part of the plot (circa 1 ha) to third parties
but such sale has been postponed following a request of
the prospective buyers.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2012
Note 2012 2011
US$ US$
Valuation gains/(losses) from investment property 2 3.452.294 (628.720)
Operational income 2 2.121.072 526.520
----------- -----------
5.573.366 (102.200)
Administration expenses 3 (3.242.494) (5.445.162)
Investment property operating expenses 4 (554.281) (172.158)
Other income, net 5 524.112 6.520.512
Operating profit 2.300.703 800.992
Finance costs, net 6 (2.155.308) (1.644.991)
Profit/(loss) before tax 145.395 (843.999)
Income tax expense 7 (83.845) (249.715)
Other comprehensive income/(loss)
Exchange difference on translation of foreign
operations 6.727 (100.222)
Profit/(loss) attributable to:
Owners of the parent 131.735 (1.084.023)
Non-controlling interests (70.185) (9.691)
----------- -----------
61.550 (1.093.714)
----------- -----------
Total comprehensive income attributable to:
Owners of the parent 112.880 (1.141.331)
Non-controlling interests (44.603) (52.605)
----------- -----------
68.277 (1.193.936)
----------- -----------
Earnings/(losses) per share ($ cent
per share): 1
Basic earnings /(loss) for the year
attributable to ordinary equity owners
of the parent 0,01 (0,25)
Diluted earnings/ (loss) for the year
attributable to ordinary equity owners
of the parent 0,01 (0,25)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
For the year ended 31 December 2012
Note 2012 2011
US$ US$
ASSETS
Non--current assets
Investment properties 8b 39.230.000 35.937.000
Investment property under construction 8a 8.353.161 8.100.000
Prepayments made for investments 8c 5.000.000 5.000.000
Property, plant and equipment 96.331 21.788
52.679.492 49.058.788
Current assets
Prepayments and other current assets 5.448.173 5.005.135
Cash and cash equivalents 256.447 754.640
------------ ------------
5.704.620 5.759.775
EQUITY AND LIABILITIES
Issued share capital 9 5.531.191 5.507.276
Share premium 104.779.503 102.447.925
Foreign currency translation reserve (1.249.526) (1.230.671)
Accumulated losses (75.170.260) (75.301.995)
------------ ------------
Equity attributable to equity holders of the
parent 33.890.908 31.422.535
Non-controlling interests 1.038.795 1.083.398
------------ ------------
Total equity 34.929.703 32.505.933
------------ ------------
Non--current liabilities
Interest bearing borrowings 10 1.777.680 -
Finance lease liabilities 565.973 652.397
Trade and other payables 11 664.899 496.892
Deposits from tenants 427.918 63.809
------------ ------------
3.436.470 1.213.098
Current liabilities
Interest bearing borrowings 10 16.563.976 15.813.857
Trade and other payables 11 2.561.736 4.094.357
Taxes payable 529.827 815.076
Provisions 334.552 348.734
Finance lease liabilities 27.848 27.508
20.017.939 21.099.532
Total liabilities 23.454.409 22.312.630
------------ ------------
Net Asset Value (NAV) $ per share: 1
Basic NAV attributable to equity holders
of the parent 3,05 3,39
Diluted NAV attributable to equity holders
of the parent 2,67 2,88
On 15 April 2013 the Board of Directors of SECURE PROPERTY
DEVELOPMENT & INVESTMENT PLC authorised these financial
statements for issue.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2012
Attributable to equity holders of the
Parent
----------- ------------------------------------------------------- ------------ ------------
Share Share Accumulated Other Advances Foreign Total Non- Total
capital premium losses, net reserves for issue currency controlling
of of shares translation interests
non-controlling reserve
interest
US$ US$ US$ US$ US$ US$ US$ US$ US$
----------- ------------- ---------------- --------- ----------- ------------ ------------ ------------ ------------
Balance - 1
January
2011 5.431.918 94.523.283 (74.217.972) 68.390 223.118 (1.068.153) 24.960.584 1.030.793 25.991.377
----------- ------------- ---------------- --------- ----------- ------------ ------------ ------------ ------------
Profit
/(Loss)
for the
period - - (1.084.023) - - - (1.084.023) (9.691) (1.093.714)
Issue of
share
capital 75.358 7.924.642 - - - - 8.000.000 - 8.000.000
Return of
advances
for issues
of shares - - - - (223.118) - (223.118) - (223.118)
Reverse of
other
reserve - - - (68.390) - - (68.390) - (68.390)
Foreign
currency
translation
reserve - - - - - (162.518) (162.518) 62.296 (100.222)
Balance - 31
December
2011/ 1
January
2012 5.507.276 102.447.925 (75.301.995) - - (1.230.671) 31.422.535 1.083.398 32.505.933
----------- ------------- ---------------- --------- ----------- ------------ ------------ ------------ ------------
Profit
/(Loss)
for the
period - - 131.735 - - - 131.735 (70.185) 61.550
Issue of
share
capital 23.915 2.331.578 - - - - 2.355.493 - 2.355.493
Foreign
currency
translation
reserve - - - - - (18.855) (18.855) 25.582 6.727
Balance - 31
December
2012 5.531.191 104.779.503 (75.170.260) - - (1.249.526) 33.890.908 1.038.795 34.929.703
=========== ============= ================ ========= =========== ============ ============ ============ ============
Companies 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 defence 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 defence is payable on account of the
shareholders.
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2012
Note 2012 2011
US$ US$
CASH FLOWS FROM OPERATING ACTIVITIES
Profit/(loss) before tax and non-controlling
interests 145.395 (843.999)
Adjustments for:
Profit/(loss) on revaluation of investment
property 2 (3.452.294) 628.720
Other non-cash movements 151.978 1.168.306
Prepayments for investments impairment
loss 5 - 1.000.000
Impairment loss/(reversal) for VAT recoverable 5 - 417.645
Prepayments and other current assets impairment
loss/(reversal) 5 (53.264) 316.592
Trade and other payables written off 5 (614.667) (8.628.135)
Depreciation of property, plant and equipment 11.590 32.875
Interest income 6 (1.496) (8.164)
Interest expense 6 1.767.095 1.402.333
Provisions - 273.824
Other reserves - (68.390)
Write off advances - (223.118)
Effect of foreign exchange difference 6 7.370 117.484
----------- -----------
Cash flows used in operations before working
capital changes (2.038.293) (4.414.027)
Change in prepayments and other current
assets (597.968) 256.371
Change in trade and other payables 11 (465.657) (251.748)
Change in other taxes and duties (139.766) 73.619
Increase in deposits from tenants 364.111 165.963
Income tax paid (247.180) (97.162)
----------- -----------
(1.086.460) 147.043
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures on investment property 8 (112.393) (889.947)
Decrease in payables for construction 11 (463.592) (573.199)
Change in VAT recoverable 418.724 (714.704)
Increase/(Decrease) in financial lease
liabilities (86.084) 43.691
Changes in property, plant and equipment (86.133) 120
Decrease in prepayments for investments 8 - -
Interest received 6 1.496 8.164
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of share capital /
shareholders advances 9 2.353.864 8.000.000
Interest and financial charges paid (1.128.532) (1.142.794)
Proceeds from borrowings 10 1.729.295 -
Effect of foreign exchange rates on cash (85) (760)
Net increase/(decrease) in cash at banks (498.193) 463.587
Cash:
At beginning of the year 754.640 291.053
----------- -----------
At end of the year 256.447 754.640
=========== ===========
NOTES TO THE ACCOUNTS
1. Earnings and net assets per share attributable to equity holders of the parent
a. Weighted average number of ordinary shares
2012 2011
--------------------------------------------------- ----------- ----------
Issued ordinary shares capital 11.111.975 9.277.727
--------------------------------------------------- ----------- ----------
Weighted average number of ordinary shares (Basic) 10.157.531 4.297.480
--------------------------------------------------- ----------- ----------
Diluted weighted average number of ordinary shares 11.724.013 4.297.480
--------------------------------------------------- ----------- ----------
b. Basic diluted and adjusted earnings per share
Earnings per share 31/12/2012 31/12/2011
-------------------------------------------------------------- ----------- ------------
US$ US$
-------------------------------------------------------------- ----------- ------------
Profit/(Loss) after tax attributable to owners of the parent 131.735 (1.084.023)
-------------------------------------------------------------- ----------- ------------
Basic 0,01 (0,25)
-------------------------------------------------------------- ----------- ------------
Diluted 0,01 (0,25)
-------------------------------------------------------------- ----------- ------------
c. Net assets per share
Net assets per share 31/12/2012 31/12/2011
--------------------------------------------------------- ----------- -----------
US$ US$
--------------------------------------------------------- ----------- -----------
Net assets attributable to equity holders of the parent 33.890.908 31.422.535
--------------------------------------------------------- ----------- -----------
Number of ordinary shares 11.111.975 9.277.727
--------------------------------------------------------- ----------- -----------
Diluted weighted number of ordinary shares 12.699.400 10.900.111
--------------------------------------------------------- ----------- -----------
Basic 3,05 3,39
--------------------------------------------------------- ----------- -----------
Diluted 2,67 2,88
--------------------------------------------------------- ----------- -----------
2. Revenues
Operational income in the amount of US$2.121.072 for the year
ended 31/12/2012 and US$526.520 for the year ended 31/12/2011
represents rental, service charged and utilities income generated
during the reporting periods by the rental agreementsconcluded with
tenants of the Terminal Brovary Logistic Park. Vacancy rate of the
Terminal has gone down from 55% as at 31/12/2011 to 16% as at
31/12/2012 (Note 8).
2012 2011
-------------------------------------- ---------- --------
US$ US$
-------------------------------------- ---------- --------
Rental income 1.699.253 409.494
-------------------------------------- ---------- --------
Service charged and utilities income 421.819 117.026
-------------------------------------- ---------- --------
Net finance result 2.121.072 526.520
-------------------------------------- ---------- --------
Valuation gains/losses from investment property represent the
adjustment for the period of the fair value of the Investment
Property stemming mainly by the value appreciation of Brovary
Logistic Park.
Project Name Valuation gains/(losses) Valuation gains/(losses)
2012 2011
----------------------- ------------------------- -------------------------
US$ US$
----------------------- ------------------------- -------------------------
Brovary Logistic Park 4.134.923 3.337.770
----------------------- ------------------------- -------------------------
Bela Logistic Center 211.354 (2.836.174)
----------------------- ------------------------- -------------------------
Kiyanovskiy Lane (576.709) (905.192)
----------------------- ------------------------- -------------------------
Tsymlyanskiy Lane (139.033) 8.817
----------------------- ------------------------- -------------------------
Balabino (178.241) (233.941)
----------------------- ------------------------- -------------------------
Total 3.452.294 (628.720)
----------------------- ------------------------- -------------------------
3. Administration Expenses
2012 2011
------------------------------------- ---------- ----------
US$ US$
------------------------------------- ---------- ----------
Management fees - 1.403.501
------------------------------------- ---------- ----------
Salaries and Wages 1.379.640 950.235
------------------------------------- ---------- ----------
Director remuneration 194.202 143.130
------------------------------------- ---------- ----------
Legal fees 467.641 713.145
------------------------------------- ---------- ----------
Consulting fees 425.605 740.149
------------------------------------- ---------- ----------
Travelling expenses 182.765 111.135
------------------------------------- ---------- ----------
Public group expenses 133.938 207.962
------------------------------------- ---------- ----------
Audit and Accounting expenses 162.878 287.779
------------------------------------- ---------- ----------
Office and Apartment rental expense 93.765 134.188
------------------------------------- ---------- ----------
Marketing fees 48.669 -
------------------------------------- ---------- ----------
Taxes and duties 47.070 480.820
------------------------------------- ---------- ----------
Security 45.859 127.569
------------------------------------- ---------- ----------
Other expenses 48.872 112.674
------------------------------------- ---------- ----------
Depreciation 11.590 32.875
------------------------------------- ---------- ----------
Total Administration Expenses 3.242.494 5.445.162
------------------------------------- ---------- ----------
The management fee charged by Aisi Realty Capital LLC has been
calculated at the rate of 2,5% on the committed capital up to
30/6/2011. Following the Settlement Agreement of July 2011 between
the Company and Aisi Realty Capital LLC the relevant management fee
charge is no longer applicable.
Salaries and wages include:
a) an amount of US$297.232 paid to Mr. Besik Sikharulidze,
Managing Director of Ukraine. The amount incorporates all his
remuneration as well as the payables for early termination of his
employment agreement
b) the remuneration of the CEO, the CFO and the Managing
Director Ukraine
c) the remuneration of personnel employed in Ukraine
Director remuneration represents the remuneration of all
non-executive Directors and committee members.
Public group expenses includes among others fees paid to the
AIM: LSE stock exchange and the Nominated Advisor of the
Company.
4. Investment property operating expenses
2012 2011
----------------------------------------------- -------- --------
US$ US$
----------------------------------------------- -------- --------
Property management Utilities and other costs 554.281 172.158
----------------------------------------------- -------- --------
Total 554.281 172.158
----------------------------------------------- -------- --------
On 20 December 2011 the Company entered intoa three year
Maintenance and Property Management Agreement with DTZ Consulting
Limited Liability Company. Operating expenses also include utility
expenses, insurance premiums, as well as various other expenses
needed for the proper operation of the Terminal Brovary
complex.
5. Other income/(expenses), net
2012 2011
-------------------------------------------- --------- ------------
US$ US$
-------------------------------------------- --------- ------------
Accounts payable written off 614.667 8.450.252
-------------------------------------------- --------- ------------
Provision on advance payments -gain/(loss) - (1.000.000)
-------------------------------------------- --------- ------------
Provision on prepayments and other current
assets impairment loss 26.079 (316.592)
-------------------------------------------- --------- ------------
Impairment loss of VAT recoverable (75.864) (417.645)
-------------------------------------------- --------- ------------
Penalties (39.070) (194.379)
-------------------------------------------- --------- ------------
Other expenses, net (1.700) (1.124)
-------------------------------------------- --------- ------------
Total 524.112 6.520.512
-------------------------------------------- --------- ------------
Accounts payable written off represent the total amount of
creditors' payables written off as a result of negotiations and
settlement during the reorganization of the Group that started in
August 2011.
Provision for advance payments reflects an allowance estimate
made by the Management. The Group has advanced US$12 mil. in 2007
as a loan to a company who would sell its Podol property asset to
the Group, taking as collateral an asset of 42ha at Kiev
Oblast-Rozny (Kiev Oblast property). As Management estimated
already from August 2008 that the deal has limited probability to
be effected, it has reduced the amount of the advance throughout
the years currently standing at US$5.000.000.
Provision for prepayments and other current assets impairment
represent difference between allowances for prepayments and other
current assets estimated previously by the Management and the
amounts which have been finally settled.
Impairment loss for VAT recoverable in 2012 represents the non-
recoverable VAT in Terminal Brovary LLC. Impairment loss for VAT
recoverable in 2011 relates to VAT receivable by Aisi Bela LLC,
fully written off as of 31/12/2011 due to loss of corporate tax
status of "VAT payer" in July 2011.
Penalties incurred by the Group were mainly caused as a result
of delayed payments of its liabilities.
Other expenses in 2012 mainly consist of agency fees related to
the letting of Terminal Brovary.
6. Finance (costs), net
2012 2011
---------------------------------- ------------ ------------
US$ US$
---------------------------------- ------------ ------------
Bank interest expenses (1.180.387) (1.153.000)
---------------------------------- ------------ ------------
Finance charges and commissions (433.282) (133.338)
---------------------------------- ------------ ------------
Loan restructuring cost (535.765) (249.333)
---------------------------------- ------------ ------------
Foreign exchange (losses) /gains (7.370) (117.484)
---------------------------------- ------------ ------------
Bank interest income 1.496 8.164
---------------------------------- ------------ ------------
Net finance result (2.155.308) (1.644.991)
---------------------------------- ------------ ------------
Bank interest represents interest paid on the borrowings of the
Group as described in note 10.1.1.
Finance charges and commissions include mainly financial fees
paid to the banks and financial lease interest.
7. Tax
2012 2011
----------- ------- --------
US$ US$
----------- ------- --------
Taxes 83.845 249.715
----------- ------- --------
Total Tax 83.845 249.715
----------- ------- --------
The income tax rate for the Company's Ukrainian subsidiaries is
25% for the year ended 31/12/2012 and for the Company and its
Cypriot subsidiaries is 10% for the year ended 31/12/2012 (years
ending 31 December 2011 and 2010: 10%).
The tax on the Group's results differs from the theoretical
amount that would arise using the applicable tax rates as
follows:
2012 2011
------------------------------------------- ---------- -----------------
US$ US$
------------------------------------------- ---------- -----------------
Profit / (loss) before tax 145.395 (843.999)
------------------------------------------- ---------- -----------------
Tax calculated on applicable rates 14.540- (84.400)
------------------------------------------- ---------- -----------------
Allowances for tax losses carry forward - -
------------------------------------------- ---------- -----------------
Expenses not recognized for tax purposes 344.238 985.637
------------------------------------------- ---------- -----------------
Income/ (loss) on revaluation not subject
to tax 345.229 62.872
------------------------------------------- ---------- -----------------
Tax allowances not subject to tax (620.180) (734.768)
------------------------------------------- ---------- -----------------
10% additional tax 18 20.374
------------------------------------------- ---------- -----------------
Total Tax 83.845 249.715
------------------------------------------- ---------- -----------------
As from 1 January 2008, deferred tax is not provided in respect
of the revaluation of the investment property and investment
property under construction as the Group is able to control the
timing of the reversal of this temporary difference and the
management has intention not to reverse the temporary difference in
the foreseeable future, the properties are held by subsidiary
companies in Ukraine. The management estimates that the assets will
be realised through a share deal rather than through an asset deal.
Should any subsidiary be disposed of, the gains generated from the
disposal will be exempted from any tax.
The respective reversal of previously accrued Deferred Tax
Liabilities has been made in 2008.
8. Investment Property
Investment Property consists of the following assets:
Terminal Brovary Logistic Park consists of a 49.180 sq m Class A
warehouse and associated office space, situated on the junction of
the main Kiev - Moscow highway and the Borispil road. The facility
is in operation since Q1 2010 and as at the end of the reporting
period was 84% leased.
Bela Logistic Center is a 22,4Ha 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 sq m GBA
logistic center commenced. Construction was put on hold in 2009
following adverse macro-economic developments at the time.
Kiyanovsky Laneconsists 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
neighbourhood.
Tsymlyanski Lane,is a 0,36 Ha plot of land located in the
historic Podil District of Kiev and is destined 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.
Asset Name Description/ Principal Related Companies Carrying Carrying
Location activities/ amount as amount as
Operations at 31/12/2012 at 31/12/2011
US$ US$
-------------- ------------- --------------------- ------------------ --------------- ---------------
Terminal Brovary, Warehouse TERMINAL 25.115.000 20.937.000
Brovary Kiev Oblast BROVARY
Logistic AISI BROVARY
Park AISI LOGISTICS
-------------- ------------- --------------------- ------------------ --------------- ---------------
Bela Logistic Odessa Land and Development AISI BELA 8.353.161 8.100.000
Center Works for
Warehouse
-------------- ------------- --------------------- ------------------ --------------- ---------------
Kiyanovskiy Podil, Land for residential AISI UKRAINE 7.435.000 8.000.000
Lane Kiev City development TORGOVIY
Center CENTR
-------------- ------------- --------------------- ------------------ --------------- ---------------
Tsymlyanskiy Podil, Land for residential ALMAZ PRES 2.360.000 2.500.000
Lane Kiev City development UKRAINE
Center
-------------- ------------- --------------------- ------------------ --------------- ---------------
Balabino Zaporozhie Land for retail INTERTERMINAL 4.320.000 4.500.000
development MERELIUM
INVESTMENTS
-------------- ------------- --------------------- ------------------ --------------- ---------------
TOTAL 47.583.161 44.037.000
-------------- ------------- --------------------- ------------------ --------------- ---------------
Carrying amounts of the properties represent fair value
estimates as of 31 December 2012 as provided by P.Danos-BNP Paribas
an external valuer, except in the case of Bela Logistic Center
(Note 8a).
a. Investment Property Under Construction
2012 2011
--------------------------------------------- ---------- ------------
US$ US$
--------------------------------------------- ---------- ------------
At 1 January 8.100.000 10.300.000
--------------------------------------------- ---------- ------------
Capital expenditures on investment property 45.050 666.402
--------------------------------------------- ---------- ------------
Revaluation on investment property 211.354 (2.836.175)
--------------------------------------------- ---------- ------------
Translation difference (3.243) (30.227)
--------------------------------------------- ---------- ------------
At 31 December 8.353.161 8.100.000
--------------------------------------------- ---------- ------------
As at 31 December 2012 investment property under construction
represents the carrying value of Bela Logistic Center project,
which has reached the +10% construction in late 2008 but it is
stopped since then. The Company's external valuer has appraised the
property's value at US$8.500.000, while earlier in the year the
Company had an offer to sell the plot at a slightly higher
value.
b. Investment Property
2012 2011
------------------------------------------------ ----------- -----------
US$ US$
------------------------------------------------ ----------- -----------
At 1 January 35.937.000 33.631.000
------------------------------------------------ ----------- -----------
Capital expenditure on investment property 67.343 223.545
------------------------------------------------ ----------- -----------
Revaluation gain/(loss) on investment property 3.240.843 2.207.455
------------------------------------------------ ----------- -----------
Translation difference (15.186) (125.000)
------------------------------------------------ ----------- -----------
At 31 December 39.230.000 35.937.000
------------------------------------------------ ----------- -----------
Terminal Brovary, Kiyanovskiy Lane, Tsymlyanskiy Lane and
Balabino village are included in the Investment Property
category.
c. Advances for Investments
31/12/2012 31/12/2011
--------------------------------------- ------------ ------------
US$ US$
--------------------------------------- ------------ ------------
Advances for investments 11.840.547 11.840.547
--------------------------------------- ------------ ------------
Impairment provision (cumulative as of (6.840.547) (6.840.547)
the reporting period)
--------------------------------------- ------------ ------------
Total 5.000.000 5.000.000
--------------------------------------- ------------ ------------
The Group has made an advance payment of US$12mil. (representing
principal plus interest) for the acquisition of a project in Podol
(Kiev) in 2007. As of the end of the reporting period the
Management does not expect such acquisition to proceed while the
seller has already defaulted on his credit to the Group.
As a consequence, the Group has commenced legal proceedings for
the transfer of the collateral (land plot of 42 ha in Kiev Oblast)
in the Group's name as well legal proceeding against the company
which collected the original $12mil. payment.
9. Share capital
Number of 31/12/2011 30/3/2012 23/5/2012 24/9/2012 24/9/2012 31/12/2012
Shares (as at)
---------------- -------------- --------------- --------------- ---------------- ---------------- --------------
Increase of Increase of Increase of Exercise of
Share Capital Share Capital Share Capital warrants
---------------- -------------- --------------- --------------- ---------------- ---------------- --------------
Authorised
---------------- -------------- --------------- --------------- ---------------- ---------------- --------------
Ordinary shares
of EUR0,01 each 989.869.935 - - - - 989.869.935
---------------- -------------- --------------- --------------- ---------------- ---------------- --------------
Ordinary shares
of EUR1 each - - - - - -
---------------- -------------- --------------- --------------- ---------------- ---------------- --------------
Ordinary Shares
of EUR0,92
each 1 - - - - 1
---------------- -------------- --------------- --------------- ---------------- ---------------- --------------
Deferred Shares
of EUR0,99 each 4.142.727 - - - - 4.142.727
---------------- -------------- --------------- --------------- ---------------- ---------------- --------------
Total 994.012.663 - - - - 994.012.663
================ ============== =============== =============== ================ ================ ==============
Issued and
fully paid
---------------- -------------- --------------- --------------- ---------------- ---------------- --------------
Ordinary shares
of EUR0,01
each 9.277.727 562.248 333.000 666.000 273.000 11.111.975
---------------- -------------- --------------- --------------- ---------------- ---------------- --------------
Ordinary shares
of EUR1 each - - - - - -
---------------- -------------- --------------- --------------- ---------------- ---------------- --------------
Ordinary Shares
of EUR0,92
each 1 - - - - 1
---------------- -------------- --------------- --------------- ---------------- ---------------- --------------
Deferred Shares
of EUR0,99 each 4.142.727 - - - - 4.142.727
---------------- -------------- --------------- --------------- ---------------- ---------------- --------------
Total 13.420.455 562.248 333.000 666.000 273.000 15.254.703
================ ============== =============== =============== ================ ================ ==============
Value (as at) 31/12/2011 30/3/2012 23/5/2012 24/9/2012 24/9/2012 31/12/2012
----------------- ------------ ---------------- ---------------- ---------------- ----------------- ------------
Increase of Increase of Increase of Exercise of
Share Capital Share Capital Share Capital warrants
----------------- ------------ ---------------- ---------------- ---------------- ----------------- ------------
Authorised (EUR)
----------------- ------------ ---------------- ---------------- ---------------- ----------------- ------------
Ordinary shares
of EUR0,01 each 9.898.699 - - - - 9.898.699
----------------- ------------ ---------------- ---------------- ---------------- ----------------- ------------
Ordinary shares
of EUR1 each - - - - - -
----------------- ------------ ---------------- ---------------- ---------------- ----------------- ------------
Ordinary Shares
of EUR0,92 each 0.92 - - - - 0.92
----------------- ------------ ---------------- ---------------- ---------------- ----------------- ------------
Deferred Shares
of EUR0,99 each 4.101.300 - - - - 4.101.300
----------------- ------------ ---------------- ---------------- ---------------- ----------------- ------------
Total 14.000.000 - - - - 14.000.000
================= ============ ================ ================ ================ ================= ============
Issued and fully
paid ($)
----------------- ------------ ---------------- ---------------- ---------------- ----------------- ------------
Ordinary shares
of EUR0,01 each 5.507.276 7.478 4.252 8.642 3.543 5.531.191
----------------- ------------ ---------------- ---------------- ---------------- ----------------- ------------
Ordinary shares
of EUR1 each - - - - - -
----------------- ------------ ---------------- ---------------- ---------------- ----------------- ------------
Ordinary Shares
of EUR0,92 each - - - - - -
----------------- ------------ ---------------- ---------------- ---------------- ----------------- ------------
Deferred Shares
of EUR0,99 each - - - - - -
----------------- ------------ ---------------- ---------------- ---------------- ----------------- ------------
Total 5.507.276 7.478 4.252 8.642 3.543 5.531.191
================= ============ ================ ================ ================ ================= ============
As at the end of the reporting period the authorized share
capital of the Company is 989.869.935 Ordinary Shares of EUR0,01
nominal value each, 1 Ordinary Share of EUR0,92 nominal value and
4.142.727 Deferred Shares of EUR0,99 nominal value each.
9.1 Issued Share Capital
Further to the resolutions approved at the EGM of 24 July 2011
the Board has allotted 1.561.248 new ordinary shares at a price of
GBP0,95 per Share raising US$2.352.027 of new equity.
The Board has also allotted 273.000 new ordinary shares at a
price of GBP0,95 per Share following the exercise of Class A
warrants in September 2012.
9.2 Director's Option scheme
Under the said scheme each of the directors serving at the time,
which is still a Director of the Company is entitled to subscribe
for 2.631 Ordinary Shares exercisable as set out below:
Exercise Price Number of
-------------------------------- --------------- ----------
US$ Shares
-------------------------------- --------------- ----------
Exercisable till 1 August 2017 57 1.754
-------------------------------- --------------- ----------
Exercisable till 1 August 2017 83 877
-------------------------------- --------------- ----------
Director Franz M. Hoerhager Option scheme, 12/10/2007
Under the said scheme, 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 till 1 August 2017 40 1.219
-------------------------------- --------------- ----------
Exercisable till 1 August 2017 50 610
-------------------------------- --------------- ----------
The above option schemes were approved by the shareholders of
the Company in General Meeting on 31 March 2008. As of the
reporting date the Company has reversed the reserved equity (from
past periods) for the share options in the statement of financial
position as at 31 December 2011 in the amount of US$68.390 as the
options are well out of the money.
9.3 Warrants issued
On 8 August 2011 the Company has issued an amount of 1.587.425
Class B Warrants to Narrowpeak Consultants Ltd , Besik Sikharulidze
and Nugzar Kachukhasvili (for an aggregate equivalent to 12,5% of
the issued share capital of the Company). Each Class B Warrant
entitles the holder to receive one Ordinary Share. The Class B
Warrants may be exercised at any time until the third anniversary
of the issuance date of the Class B Warrant Instrument. 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 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$100.000.000.
9.4 Capital Structure as at the end of the reporting period
As at the reporting date the Company's share capital is as
follows:
Number of (as at) 31/12/2012 (as at) 31/12/2011
---------------------------- --------------------- ------------------- -------------------
Ordinary shares of EUR0,01 Listed in AIM 11.111.975 9.277.727
---------------------------- --------------------- ------------------- -------------------
Class A Warrants - 273.000
--------------------------------------------------- ------------------- -------------------
Class B Warrants 1.587.425 1.364.000
---------------------------- --------------------- ------------------- -------------------
Total number of Shares Non Dilutive Basis 11.111.975 9.277.727
---------------------------- --------------------- ------------------- -------------------
Total number of Shares Full Dilutive Basis 12.699.400 10.914.727
---------------------------- --------------------- ------------------- -------------------
Ordinary Share EUR0,92 1 1
--------------------------------------------------- ------------------- -------------------
Options 4.460 4.460
--------------------------------------------------- ------------------- -------------------
10. Borrowings
31/12/2012 31/12/2011
-------------------------------------------- ----------- -----------
US$ US$
-------------------------------------------- ----------- -----------
Principal EBRD loan 15.529.412 15.529.412
-------------------------------------------- ----------- -----------
Principal due to related parties 1.700.000 -
-------------------------------------------- ----------- -----------
Other Borrowing 175.000 -
-------------------------------------------- ----------- -----------
Restructuring fees and interest payable to
EBRD 785.098 249.333
-------------------------------------------- ----------- -----------
Interests accrued on bank loans 74.466 35.112
-------------------------------------------- ----------- -----------
Interests due to related parties 77.680 -
-------------------------------------------- ----------- -----------
Total 18.341.656 15.813.857
-------------------------------------------- ----------- -----------
31/12/2012 31/12/2011
---------------------- ----------- -----------
US$ US$
---------------------- ----------- -----------
Current portion 16.563.976 15.813.857
---------------------- ----------- -----------
Non - current portion 1.777.680 -
---------------------- ----------- -----------
Total 18.341.656 15.813.857
---------------------- ----------- -----------
10.1 Current borrowings
10.1.1 EBRD
Following the restructuring of the EBRD loan for the
construction of Terminal Brovary in June 2011 and the lapse of the
relevant grace period on the principal repayments in September 2012
the Company commenced discussions with EBRD in an effort to
restructure the loan repayment plan so as to match the cash inflows
with the principal and interest payments as well as the company's
operational expenses. As at the end of the reporting period and
although the interest is paid quarterly the cash generated by the
project is not sufficient to cover the principal instalments.
Discussions with EBRD, are ongoing. The loan bears interest of
6,75% over LIBOR and is repayable in 33 equal instalments.
The collaterals accompanying the loan 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 that was finished construction in 2010 (Note 8),
and all property rights on the centre.
3. SECURE PROPERTY DEVELOPMENT & INVESTMENT PLC pledged 100%
corporate rights in Aisi Logistics Ltd, a Cyprus Holding Company
for the Shareholder of LLC Terminal Brovary, LLC Aisi Brovary.
4. Aisi 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 reserved
accounts opened by LLC Terminal Brovary in Erste Bank, Ukraine.
7. LLC Aisi Brovary entered into a call and put option agreement
with EBRD, SECURE PROPERTY DEVELOPMENT & INVESTMENT PLC and LLC
Terminal Brovary pursuant to which
a. Following an Event of Default (as described in the Agreement)
EBRD shall have the right (Call option) to purchase at the Call
Price from LLC Aisi Brovary, 20% of the Participatory Interest held
by LLC Aisi Brovary on the relevant Settlement Date,
b. EBRD shall have the right (Put Option), exercisable in its
sole discretion, to sell to LLC Aisi Brovary all but not less than
all of the Participatory Interest in the Charter Capital of LLC
Terminal Brovary held by EBRD on the relevant Settlement Date at
the Put Price.
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.
Also the Company issued the corporate guarantee dated 12 January
2009 to guarantee all liabilities and fulfilment of conditions
under the loan agreement signed with EBRD. The maturity of the
guarantee is equal to the maturity of the loan.
The credit agreement with EBRD includes among others the
following requirements for LLC Terminal Brovary and the Group as a
whole:
1. Consolidated total liabilities to audited equity of the
Company, adjusted for deferred tax and independent valuation,
should not exceed 60% over the life of SECURE PROPERTY DEVELOPMENT
& INVESTMENT PLC Guarantee.
2. At all times minimum value of unencumbered assets and cash of
the Company should not be less than US$30.000.000 (based on the
Group consolidated results).
3. At all times 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 on and
after the Project Completion Date provided, however, that (A) LLC
Terminal Brovary shall deposit not less than 50% of the DSRA before
the end of the Grace Period and (B) the DSRA shall be fully funded
on or before 18th December 2012.
4. 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:
(a) on and after 18th March, 2012 until the end of the Grace
Period, the CNRI of more than US$200.000.
10.1.2 Other Borrowings
The amount represents short term borrowing to repay part of the
UVK settlement amount (Note 11). Loan has been contracted in
December 2012 and has been repaid by end of January 2013 (Note
12B).
11. Trade and other payables
31/12/2012 31/12/2011
------------------------------------------ ----------- -----------
US$ US$
------------------------------------------ ----------- -----------
Payables to related parties 1.057.983 925.704
------------------------------------------ ----------- -----------
Guarantee reserve on construction works,
current 743.018 751.419
------------------------------------------ ----------- -----------
Payables for construction, non-current 414.819 364.032
------------------------------------------ ----------- -----------
Payables for construction, current 24.826 480.027
------------------------------------------ ----------- -----------
Payables for services 351.611 246.531
------------------------------------------ ----------- -----------
Provision for reimbursements 300.000 1.550.000
------------------------------------------ ----------- -----------
Deferred income from tenants 250.080 132.860
------------------------------------------ ----------- -----------
Accruals 84.298 140.676
------------------------------------------ ----------- -----------
Total 3.226.635 4.591.249
------------------------------------------ ----------- -----------
31/12/2012 31/12/2011
----------------------- ----------- -----------
US$ US$
----------------------- ----------- -----------
Current portion 2.561.736 4.094.357
----------------------- ----------- -----------
Non - current portion 664.899 496.892
----------------------- ----------- -----------
Total 3.226.635 4.591.249
----------------------- ----------- -----------
The fair values of trade and other payables due within one year
approximate to their carrying amounts as presented above.
Guarantee reserve on construction works, represents the portion
of the guaranteed amount payable to the contractor of Brovary
Logistic Park upon finalization of the works and of the snagging
list.
Payables for construction represent amounts payable to the
contractor of Bella 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$700.000) 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 services represent amounts payable to various
service providers including auditors, legal advisors, consultants
and third party accountants.
Provision for reimbursements represents the Group's liability
towards UVK, a company that was to become the first tenant of
Brovary Logistic Park. Following a settlement with UVK the Group
has agreed to pay US$1.000.000, US$ 700.000 of which have been paid
during the reporting period.
Deferred income from tenants represents advances from tenants
which will be used as future rental income & utilities
charges.
12. Events after the end of the reporting period
A. EBRD loan restructuring
In February 2013 and as the negotiations with EBRD were ongoing
for the restructuring of the repayment of the loan, the Company
repaid the first 2 principal instalments corresponding to September
and December 2012 payments.
B. Short term borrowing
Short term borrowing to the amount of US$175.000 contracted in
December 2012 in order to partially cover the UVK settlement during
December 2012 payment amounting to US$400.000. The facility has
been repaid in January 2013.
C. Share Capital Increase
Since the start of 2013 and pursuant to the Annual General
Meeting of 26(th) November 2012, the Company has raised US$17.05
million from placing regular shares with new investors. This
capital raise which follows the recapitalisation and restructuring
of the Company in August 2011 and the successful completion of
various stabilising initiatives during 2012 provides funding for
the Company to commence its strategy for growth through the
acquisition of income producing assets in Central and South Eastern
Europe in order to build a more geographically diverse portfolio of
income yielding assets, whilst maintaining its emphasis on
efficient asset management to create and enhance value.
D. Cyprus current developments
As the situation stands at the date of issuance of this report,
the Cyprus banks bail-in will have no material effect on the
Company's business. More specifically, the Company has evaluated
the probable effect of the measures in relation to the levy on
deposits and the restrictions on capital movement applied to Cyprus
based financial institutions. The Company holds most (98%) of its
liquidity with non-Cypriot owned banking institutions, partly in
Cyprus and partly outside Cyprus. Liquidity used for operational
reasons is held partly in Ukraine, with a non-Cypriot banking
institution, and partly in Cyprus, predominately with a Cyprus
bank, Laiki Bank. The latter is the only part of the Company's
liquidity that, according to the decisions taken by the European
and Cypriot authorities to date, is at any risk. The maximum impact
of the current measures is US$135.000, or less than 1% of the
Company's liquidity.
E. Repayment of intragroup loans
The Company has proceeded in share capital increase effected on
certain of its Ukrainian subsidiaries which in turn returned the
funds back to the Cyprus financing SPV (AISI CAPITAL) in the form
of loan repayment (loans have been provided throughout 2007-2012
period). The total loan amount repaid as of the issuing date of
this report is US$ 25million including principal and interest
payment. This repayment is expected to have a substantial positive
material impact on the tax position of the Company going
forward.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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