TIDMSPDI
RNS Number : 1384S
Secure Property Dev & Inv PLC
28 September 2017
Secure Property Development & Invest PLC/ Index: AIM / Epic:
SPDI / Sector: Real Estate
Secure Property Development & Investment PLC ('SPDI' or 'the
Company')
Half-Year Report
Secure Property Development & Investment PLC, the AIM quoted
South Eastern European focused property company, is pleased to
announce its unaudited half-year report for the period ended 30
June 2017.
Financial Highlights
Continued success in maximising returns from portfolio of South
Eastern European prime real estate, the majority of which is let to
blue chip tenants on long leases
-- 9% increase in operating income to EUR3 million (H1 2016:
EUR2,8 million) thanks to active management of portfolio
-- 18% increase in EBITDA from operations to EUR1,8 million (H1
2016: EUR1,5 million) due to ongoing strategy to reduce cost base
by 30% by 2017 vis a vis 2015:
o 8% reduction in administrative expenses to EUR1,06 million (H1
2016: EUR1,15 million)
o 7.3% reduction in asset operating expenses to EUR361k (H1
2016: EUR390k)
Significant asset backing behind the Company:
-- 2% increase in net equity to EUR40 million compared to EUR39
million as at 31 December 2016 (H1 2016: EUR41 million) despite
sale of assets
-- Sale of non-core properties during the period achieved at book value
-- Shares issued to Non-Executive Directors in lieu of fees at
GBP0.35 per share, a 100% premium to the previous closing share
price on 12 May 2017
Strengthened balance sheet:
-- 8% reduction in operational gearing to 47% (H1 2016: 52%) -
sale of Terminal Brovary resulted in repayment of EUR12 million
EBRD debt
-- 17% reduction in net finance costs to EUR1 million (H1 2016: EUR1,2 million)
Operational Highlights
-- Sale of Terminal Brovary completed at a Gross Asset Value of
over EUR16 million generating a profit for SPDI of EUR2.7 million
and a cash inflow of more than EUR3 million
-- Lease agreement signed with large Romanian logistics operator
Aquila srl for 5,740 sq m of space in the Innovations Logistics
Park in Bucharest - annual rent of EUR300,000
-- Over EUR100,000 received net of VAT for the provision of
asset management services to a third party in Romania
Post Period End Highlights
-- Conditional sale of Kiyanovski land asset in Kiev, Ukraine
for a price expected be in excess of US$3 million which is in line
with 31 December 2016 valuation
-- Disposal of 65% owned 40,000 sq m plot of land in Romania
(Delia Lebada) for EUR2.5 million (net) and settlement of
associated EUR6.5 million loan at a rate of 45 cents / Euro
(totalling EUR3 million) using the disposal proceeds plus
additional EUR550,000 payment
Lambros G. Anagnostopoulos, Chief Executive Officer, said,
"Excellent progress has been made across all our key performance
metrics over the half year period, as we continue with our strategy
to transform SPDI into a leading London-traded property company
focused on selected South Eastern European countries. The numbers
speak for themselves: operating income up 9% to over EUR3 million;
EBITDA up 18% to EUR1,8 million; corporate overheads and property
expenses down over 7%; net finance costs down 17%; operational
gearing down 8%; and net equity up 2% to just at EUR40million.
Standing at over twice our current market value, this last figure
serves to demonstrate the strong asset backing behind SPDI.
"Trading at a discount to book value can reflect the risk of
realised values not matching those reported in the accounts. We
believe the existing 50%+ discount is excessive, particularly as
the sales completed or conditionally agreed during the half year
and post period have been in line with book value. This
demonstrates the accuracy of the valuations we assign to our
properties, and also the team's expertise in securing deals at
attractive prices. In our view, SPDI represents a low cost
opportunity to gain exposure to rapidly growing economies and the
ongoing European yield compression play, one that was recognised
during the period by members of the Board who accepted shares
issued at a 100% premium to the then share price in lieu of fees
accrued. As we continue to build and manage our portfolio of prime
real estate, we are confident SPDI's shares will trade closer to
the underlying value of the Company."
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
* *S * *
For further information please visit www.secure-property.eu or
contact:
Lambros Anagnostopoulos SPDI Tel: +357 22
030783
Rory Murphy Strand Hanson Tel: +44 (0)
Ritchie Balmer Limited 20 7409 3494
Lottie Brocklehurst St Brides Partners Tel: +44 (0)
Frank Buhagiar Ltd 20 7236 1177
Jon Belliss Beaufort Securities Tel: +44 (0) 20
Elliot Hance Limited 7382 8300
1. Management Report
In Summary
The first half of 2017 was a period of strong and steady value
generation for SPDI following the consolidation period of the
previous years. Specifically the Company sold two assets in
Ukraine: one income producing fully let core asset that was sold in
January; and one non-core asset that was conditionally sold in
July. Both properties have been sold at around book value and in
aggregate, generated more than EUR6 million in cash in net proceeds
for the Company, demonstrating again the mismatch between the
Company's Net Asset Valuation compared to its market
capitalisation, which currently stands at more than a 50% discount
to book value. In addition, the Company prepared the sale of other
non-core assets (with one being effected in July 2017) while
undertaking a cost cutting plan, as embarked upon last year.
In Romania, the fastest growing economy in the EU, we spent time
and resources progressing the refinancing of various components and
facilitating sales within our residential portfolio, actions we
believe will ideally place SPDI to reap the benefits of this
advancing market. In parallel with this, we rented all the unlet
ambient space at Innovations Logistics Terminal to Aquila Srl, a
large Romanian logistics operator and Coca Cola's distributor in
Romania. This followed the signing of a new sale and leaseback
agreement with Bank of Piraeus after Nestle's departure from the
building, which had prompted prolonged negotiations with the
lending bank.
In July 2017, the Company closed the disposal of the Delia
Lebada 40k sqm lake front plot of land on Pantelimon lake, which
generated a profit of more than EUR3 million as the plot was
recorded in the Company's books at a discounted EUR4.5 million,
while the related loan (which the Company managed to negotiate a
50% haircut) was kept at full value of more than EUR6 million. By
retaining a small percentage of the now debt free plot and the
right to increase it, the Company has the option of tapping into
any further value-add, should this prove possible.
In Ukraine, an economy that has been hampered by both the war
and continuing tensions with neighboring Russia as well as the
resulting drop in its GDP, SPDI concluded in January the sale of
Terminal Brovary Logistic Park in Kiev ('Brovary'), generating more
than EUR3 million in cash. A few months later, the Company
conditionally sold its Kiyanovski land plot in Podil, a 0.55Ha plot
of land very well located in this traditional neighborhood of Kiev,
for a price greater than US$3m million. Having received a
non-refundable down payment of US$100k, SPDI is awaiting the
issuance of the construction permit, which will signal the second
payment of US$1.4 million with the remainder of the cash following
suit. As a result of these transactions, the Company is one of the
few sellers in the country that managed to generate cash and not
make a loss in the process.
The economic climate in South East Europe improved further in
the first half of 2017.
Romania continues its fast growth after recording an annual rise
of 4% in GDP. Bucharest continues to boast almost no unemployment
and its property market is continuing its uptrend with prices
growing and cap rates dropping.
Greece managed to finalise the agreement with its international
lenders (ECB, IMF and EU), which was signed within the period,
removing most of the uncertainty surrounding its economic
direction. With a primary surplus and indications pointing to
possible GDP growth within 2017, the first non-recessionary year
since 2012, Greece is poised to experience a positive economic
reversal.
Following SPDI's profitable disposal of Delia Lebada in July as
well as the cash generating sales in Ukraine, the Company's Gross
Asset Value ("GAV") stood at EUR78 million as at September 2017,
compared to EUR105 million the previous year. In addition, as the
Brovary and Delia Lebada assets had higher than average leverage,
the LTV for SPDI experienced a substantial drop and now stands at
less than 50%, further reducing any risk associated with our assets
in Ukraine (where we now have no debt whatsoever). As a result, and
as shown in the table below our properties are now located mostly
in Romania (55%) and Greece (21%), both economies with substantial
near-term upside potential. In addition, the Company's debt is also
centered around these economies and at much lower levels than in
2016, whereas our NAV picked up towards EUR40 million, 2% higher
from the year end NAV. The results of our strategy to diversify out
of our roots in Ukraine and invest in undervalued assets in
countries with high growth potential, is paying off, with concrete
results seen during the period.
GAV %
allocation
by Country*
2013 2014 2015 Sep 2016 Sep 2017
Ukraine 100% 42% 21% 12% 11%
Greece 0% 21% 14% 16% 21%
Bulgaria 0% 0% 16% 17% 12%
Romania 0% 37% 49% 55% 55%
GAV (EUR
million)* 40 78 117 105 78
*Sep 2016 excludes Terminal Brovary and Sep 2017 excludes
Terminal Brovary, Kyanovski lane and Delia Lebada
The table below presents the operating performance for H1 2017
compared to H1 2016.
EUR P & L
---------------------------------------------- --------------------------------------------------------
H1 2017 H1 2016
---------------------------------------------- --------------------------- ---------------------------
Income from Rental, Utilities,
Management & Sale of electricity 2,913,509 2,662,556
---------------------------------------------- --------------------------- ---------------------------
Net Income from Sale
of properties (ex revaluation) 88,601 91,872
---------------------------------------------- --------------------------- ---------------------------
Income from Operations
of Investments 3,002,110 2,754,428
---------------------------------------------- --------------------------- ---------------------------
Asset operating expenses (361,608) (390,181)
---------------------------------------------- --------------------------- ---------------------------
Net Operating Income
from Investments 2,640,502 2,364,247
---------------------------------------------- --------------------------- ---------------------------
Share of profits from
associates 173,935 123,119
---------------------------------------------- --------------------------- ---------------------------
Net Income from Available
for Sale assets (ex revaluation) - 154,362
---------------------------------------------- --------------------------- ---------------------------
Total Income 2,814,437 2,641,728
---------------------------------------------- --------------------------- ---------------------------
Administration expenses (1,064,671) (1,154,011)
---------------------------------------------- --------------------------- ---------------------------
Operating Result (EBITDA) 1,749,766 1,487,717
---------------------------------------------- --------------------------- ---------------------------
Finance costs, net (1,014,860) (1,226,897)
---------------------------------------------- --------------------------- ---------------------------
Income tax expense (21,085) (45,507)
---------------------------------------------- --------------------------- ---------------------------
Depreciation / Amortization (27,012) (24,162)
---------------------------------------------- --------------------------- ---------------------------
Operating Result after
finance, tax and depreciation/amortization
expenses for the year 686,809 191,151
---------------------------------------------- --------------------------- ---------------------------
Other (expenses), net (665) (17,826)
---------------------------------------------- --------------------------- ---------------------------
Other finance costs (169,118)
---------------------------------------------- --------------------------- ---------------------------
Loss realized on acquisition (206,797) -
/ disposal of subsidiaries
---------------------------------------------- --------------------------- ---------------------------
Fair Value (Losses) from
investments (509,343) (203,390)
---------------------------------------------- --------------------------- ---------------------------
Foreign exchange gain
/ (losses), net 230,654 (1,057,555)
---------------------------------------------- --------------------------- ---------------------------
Profit /(Loss) for the
period 200,658 (1,256,738)
---------------------------------------------- --------------------------- ---------------------------
2. Regional Economic Developments
Romania
In recent years, domestic consumption and foreign direct
investments have been stimulating Romania's GDP growth. This trend
continued throughout 2017 and led to 4.3% y-o-y growth in Q1 2017.
Estimates for 2017 suggest that real GDP growth will remain strong,
on the back of fiscal easing and wage increases.
Contrary to last year's deflation, annual inflation was 0.6% in
June. The country's overall unemployment rate fell to 5.4% in May,
almost 1% lower than a year ago. Unemployment is expected to remain
at low levels in 2017 and 2018. In February 2017, the average net
salary in Romania was 14.7% higher when compared to last year
(February 2016).
Romania's budget posted a surplus of RON 1.35 billion (0.17% of
the GDP) in the first four months of 2017. In April 2017, foreign
direct investment fell to EUR148.40 million compared to EUR1.11
billion last year, while external debt rose to EUR94.3 billion.
Greece
Greece's economic recovery continued albeit slowly in Q1 2017,
as the country returned to growth. Greece's GDP expanded 0.4% in Q1
2017 over the same quarter of the previous year. This was mainly
due to an increase in private consumption, but the overall economic
environment is still uncertain because of tight financing markets
and continuing austerity measures. Business investing is nearly an
all time low.
The unemployment rate fell to 21.7% in April 2017, compared to
last year's 23.6% (April 2016). Consumer prices increased by 1%
y-o-y in June 2017. The government recorded a budget deficit of
EUR100.6 million in May 2017, but the arrears towards the private
sector are heavily on the rise again, reaching EUR6 billion.
Bulgaria
Bulgaria's economy registered 0.9% growth in Q1 2017, compared
to last year's 3.0% (for the same period). The flow of foreign
direct investment dropped to EUR27 million in the first 4 months of
2017, compared to EUR517.3 million for the same period last
year.
The inflation rate climbed to 1.9%, while the unemployment rate
in May 2017 was 7.12%, recording a drop of almost 1.3 percentage
points compared to a year ago. Exchange rates have remained stable
compared to the same period last year at BGN 1.96 to the EUR.
The country's consolidated budget surplus for the first four
months of 2017 was BGN 1.59 billion, or 1.6% of this year's
estimated GDP, compared to 3.5% of GDP in the same period of
2016.
Ukraine
Since last year, the Ukrainian economy has been catching up
after the appointment of the new Cabinet of Ministers in April
2016. The economy grew 2.5% in Q1 2017, compared to 0.1% for the
same period last year.
Unemployment increased marginally to 10.5% in Q1 2017, from
10.3% in the same period last year. Consumer prices jumped 15.6%
from a year earlier in June 2017, following a 13.5% increase in May
and well above market expectations of 13.9%. It should also be
noted that the UAH has further devalued and is now at 31 UAH to the
EUR vs 28 last year.
3. Real Estate Market Developments
3.1 Romania
General
In 2016, the Romanian real estate market registered the fastest
growth in the last 6 years. Developers want to take advantage of
growing demand and thus, have intensified their activity in all
sectors of the real estate market.
Logistics Market
The logistics market continued on a positive trend during the
beginning of 2017 due to strong leasing activity. Average rents
registered marginal growth.
Bucharest is the main industrial market in Romania, reaching
1,170,000 sqm GLA of modern industrial stock at year-end. More than
80% of this area is concentrated at the western edge of the A1
motorway (exit to Pitesti). Bucharest's market is expected to grow
even more as there is 110,000 sqm stock under construction.
At national levels, total demand accounted for 410,000 sqm of
major leases, while close to 70% of the area was leased for
logistics, with the rest having a manufacturing destination. "The
Capital concentrated almost 55% of demand, with major deals
totaling 220,000 sqm. Take-up doubled in the last two years and
increased by 7% in 2016. Bucharest remains specialized on
logistics, reaching more than 90% of take-up."
Office Market
The Romanian office market registered record-high levels of
demand in 2016. In Bucharest, a total of 265,000 sqm GLA buildings
were completed last year. Northern Bucharest accounted for 65% of
new deliveries, while the west 21% and the central area 14%.
The total take-up for Q1 2017 was 114,800 sqm or 110% higher
y-o-y. During the first months of 2017, the Bucharest market
registered more than 100,000 sqm of leasing transactions (almost
double the number of transactions recorded in the same period last
year).
The area of Barbu Vacarescu has transformed into the largest
office area in Bucharest with over 28,000 sqm leased. Bucharest's
modern office stock reached 2.44 million sqm GLA at year-end (75%
is A-class stock).
The northern area has 56% of the existing stock, while areas
located centrally and west account for 27% and 13% respectively.
Fueled by economic growth, new entries and consolidation deals,
demand jumped to a new record last year, both in Bucharest and
outside the Capital.
A total market take-up of close to 400,000 sqm is expected
during 2017, while net take-up will be close to 175,000 sqm.
Retail Market
Last year and the beginning of 2017 has been a superb period for
the retail sector with new entrants in various sectors and an
upward evolution for prime rental levels. Retail sales grew at a
rate of 15.2% for non-food and at 13.7% for food products. In 2016,
a total of 105,000 sqm GLA of stand-alone units and 23,170 sqm GLA
of retail parks were completed. Inter Cora remains the most active
developer in the sector.
Residential Market
Growing salaries, low interest rates and increasing demand
benefited residential development. Residential activity saw
increases in both new supply and sales. New supply increased by 3%
in 2014, 4% in 2015 and 11% in 2016, while average prices grew by
3-10%.
Notably in north-west, new supply increased by 40.4%, while in
south-east 19.8%, west 16.9% and north-east 16.5%. Small drops of
supply were observed in Bucharest-Ilfov area (-9.6%) and
south-western Romania (-2.4%).
3.2 Greece
General
The uncertainty behind the Greek crisis combined with political
risk have been the main reasons behind investors' unwillingness to
invest in Greek real estate markets. Prices in the market are now
almost 60% lower compared to a decade ago. However, the near-term
future looks more positive thanks to the latest reform agenda that
was agreed and signs of an increase in investors' desire to acquire
non-performing real estate loans from major Greek banks.
Logistics Market
In the logistics market, vacancy rates have fallen below 5% for
quality properties over 5,000 sqm in the established regional areas
of Athens due to increased demand for freight forwarding services.
Additionally, new infrastructure investment is ongoing in the
Piraeus Port by the new major shareholder and manager of the port,
COSCO. The ongoing investment, combined with the port's railway
connection to the Thriasio Freight Center is set to radically
decrease the delivery time of freight from Asia and the Eastern
Mediterranean to Europe.
3.3 Bulgaria
General
The growth trend in property prices in Sofia was maintained
during the first months of 2017. Price growth since early 2016 is
now approaching 20%. It is widely believed that the Bulgarian
market is at the beginning of an upward movement, with expectations
that this trend will continue for at least 2 years. The average
property price in Sofia is now almost EUR1,000/sqm.
Residential Market
he average price of apartments sold in Sofia in Q1 was
EUR985/sqm following an increase of 2.6% on a quarter-on-quarter
basis and 18% annually. The average area of the purchased
apartments is 90 sqm, while the average purchase price of the
dwellings is around EUR90,000.
More than 50% of the total sales in Sofia are sales of new build
homes. One-bedroom apartments have regained their attractiveness
(55% of the purchased homes in Q1 2017), while immediately after
them come two-bedroom apartments (32% of the purchases).
3.4 Ukraine
General
Ukrainian Real Estate Market remains subdued with Kiev
registering almost all of the interest mainly in the retail and
office sector. Yet new supply is far from reaching the market while
vacancy rates slowly decrease. The main driver behind the increased
interest is the desire to relocate to a more visible or accessible
space. Overall vacancy has dropped below 20% for Kiev office and
below 10% for retail space, while rents remain stable with mild
growth prospects on the horizon. Industrial space demand and supply
remain scant with vacancy rates standing at 12% with stable rents.
The residential market is showing signs of improvement especially
considering the deflation of the currency and the view that real
estate assets are considered a natural hedge.
4. Property Assets
4.1 GED Logistics center, Athens Greece
Property description
The 17,756 sqm complex that consists of industrial and office
space is situated on a 44,268 sqm land plot in the West Attica
Industrial Area (Aspropyrgos). It is located at exit 4 of Attiki
Odos (the Athens ring road) and is 20 minutes from the port of
Piraeus (where COSCO runs a container port handling 4m containers a
year) and the National Road connecting Athens to the north of the
country. The roof of the warehouse buildings houses a photovoltaic
park of 1,000KWp.
The buildings are characterised by high construction quality and
state-of-the-art security measures. The complex includes 100 car
parking spaces, as well as two central gateways (south and
west).
Current status
The complex at the end of June 2017 is 100% occupied, with the
major tenant (approximately 70%) being the German transportation
and logistics company Kuehne + Nagel.
4.2 EOS Business Park - Danone headquarters, Romania
Property description
The park consists of 5,000 sqm of land including a class "A"
office building of 3,386 sqm GLA and 90 parking places. It is
located next to the Danone factory, in the North-Eastern part of
Bucharest with access to the Colentina Road and the Fundeni Road.
The Park is very close to Bucharest's ring road and the DN 2
national road (E60 and E85) and is also served by public
transportation. The park is highly energy efficient.
Current status
The Company acquired the office building in November 2014. The
complex is fully let to Danone Romania, the French multinational
food company, until 2026.
4.3 Praktiker Retail Center, Romania
Property description
The retail park consists of 21,860 sqm of land including a
retail BigBox of 9,385 sqm GLA and 280 parking places. It is
located in Craiova, on one of the main arteries of the city, along
with most of the DIY companies. Craiova is an important city for
the Romanian automotive industry as Ford bought the Daewoo
facilities in 2007 and produces two of its models from there. Ford
is committed to continue investing and it is completing a brand new
engine production facility.
Current status
The complex is fully let to Praktiker Romania, a regional DIY
retailer. During 2016 the Company negotiated the extension of the
Praktiker lease agreement from 2020 until December 2025 for an
annual rent of EUR600,000 and renegotiated the outstanding debt
facility managing the outflows to match the timing and magnitude of
the inflows.
4.4 Delenco office building, Romania
Property description
The property is a 10,280 sqm office building, which consists of
two underground levels, a ground floor and ten above-ground floors.
The building is strategically located in the very centre of
Bucharest, close to three main squares of the city: Unirii, Alba
Iulia and Muncii, only 300m from the metro station.
Current status
The Company acquired 24.35% of the property in May 2015. As at
the end of June 2017, the building is 100% let, with ANCOM (the
Romanian Telecommunications Regulator) being the anchor tenant (70%
of GLA).
4.5 Innovations Logistics Park, Romania
Property description
The Park incorporates approximately 8,470 sqm of multipurpose
warehousing space, 6,395 sqm of cold storage and 1,705 sqm of
office space. It is located in the area of Clinceni, south west of
Bucharest centre, 200m from the city's ring road and 6km from
Bucharest-Pitesti (A1) highway. Its construction was completed in
2008 and was tenant specific. It comprises four separate
warehouses, two of which offer cold storage.
Current status
The Company signed an agreement with Nestle Ice Cream regarding
the vacating of the premises, in July 2016. Such agreement was
effected in August 2016 for a EUR1.4m cash settlement payable by
Nestle, which represents approximately 18 months of rent plus the
three months' rental guarantee deposits and certain fixed assets
that Nestle had installed in the premises. At the same time the
Company was in extensive discussions through 2016 with the lender
of the property, Piraeus Bank Leasing, in order to review the sale
and leaseback agreement following the settlement with Nestle. The
Company was finally pleased to strike an agreement in February
2017. Based on the amended agreement the Innovations Park is
subject to a sale and lease back for a period of nine years and
during this period SPDI is free to lease out spaces of the
Innovations Park at its own discretion. In April 2017 the Company
signed a lease agreement with Aquila srl, a large Romanian
logistics operator, for 5,740 sqm of ambient space in the
warehouse, which produces an annual rent payable by Aquila
ofEUR300,000. As of June 2017, the terminal is 60% leased.
4.6 Residential portfolio
-- Romfelt Plaza (Doamna Ghica), Bucharest, Romania
Property description
Romfelt Plaza is a residential complex located in Bucharest,
Sector 2, relatively close to the city centre, easily accessible by
public transport and nearby supporting facilities and green areas.
Current status
During H1 2017 one unit was sold and at the end of June 2017, 17
apartments were available while 10 of them were rented, indicating
an occupancy rate of 59%.
-- Monaco Towers, Bucharest, Romania
Property description
Monaco Towers is a residential complex located in South
Bucharest, Sector 4, enjoying good car access due to the large
boulevards, public transportation, and a shopping mall (Sun Plaza)
reachable within a short driving distance or easily accessible by
subway.
Current status
At the end of June 2017, 22 apartments were available while 7 of
them were rented, indicating an occupancy rate of 32%.
-- Blooming House, Bucharest, Romania
Property description
Blooming House is a residential development project located in
Bucharest, Sector 3, a residential area with the biggest
development and property value growth in Bucharest, offering a
number of supporting facilities such as access to Vitan Mall,
kindergartens, café, schools and public transportation (both bus
and tram).
Current status
During H1 2017 one unit was sold and at the end of June 2017, 14
apartments were available while 6 were rented, indicating an
occupancy rate of 43%.
-- Green Lake, Bucharest, Romania
Property description
A residential compound of 40,500 sqm GBA, which consists of
apartments and villas, situated on the banks of Grivita Lake, in
the northern part of the Romanian capital - the only residential
property in Bucharest with a 200 metre frontage to a lake. The
compound also includes facilities such as one of Bucharest's
leading private schools (International School for Primary
Education), outdoor sports courts and a mini-market. Additionally
Green Lake includes land plots totaling 40,360 sqm. SPDI owns 43%
of this property asset portfolio.
Current status
During H1 2017, six apartments and villas were sold while at the
end of June 2017, of the 61 units that were unsold 16 of them were
let.
-- Boyana Residence, Sofia, Bulgaria
Property description
A residential compound, which consisted at acquisition date (May
2015) of 67 apartments plus 83 underground parking slots developed
on a land surface of 5,700 sqm, situated in the Boyana high end
suburb of Sofia, at the foot of Vitosha mountain with Gross
Buildable Area ("GBA") totaling 11,400 sqm. The complex includes
adjacent land plots with building permits under renewal to develop
GBA of 21,851 sqm.
Current status
During H1 2017, out of the 40 available units, three were sold,
with 37 remaining unsold at the end of June 2017.
4.7 Land Assets
-- Aisi Bela - Bela Logistic Center, Odessa, Ukraine
Property description
The site consists of a 22.4 Ha plot of land with zoning
allowance to construct up to 103,000 sqm GBA industrial properties
and is situated on the main Kiev - Odessa highway, 20km from Odessa
port, in an area of high demand for logistics and distribution
warehousing.
Current status
The Company does not intend to recommence construction in the
near future.
-- Kiyanovskiy Lane - Kiev, Ukraine
Property description
The property consists of 0.55 Ha of land located at Kiyanovskiy
Lane, near Kiev city centre. It is destined for the development of
businesses and luxury residences with beautiful protected views
overlooking the scenic Dnipro River, St. Michaels' Spires and
historic Podil.
Current status
In July, the Company announced the conditional sale of its
Kiyanovski land asset to Riverside Developments.
-- Tsymlyanskiy Lane - Kiev, Ukraine
Property description
The 0.36 Ha plot is located in the historic and rapidly
developing Podil District in Kiev. The Company owns 55% of the
plot, with one local co-investor owning the remaining 45%.
Current Status
Discussions are on-going with interested parties with a view to
partnering in the development of this property.
-- Balabino- Zaporozhye, Ukraine
Property description
The 26.38 Ha site is situated on the south entrance of
Zaporozhye city, 3km 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.
Current status
The site is zoned for retail and entertainment. Development has
been put on hold.
-- Rozny Lane - Kiev Oblast, Kiev, Ukraine
Property description
The 42 Ha land plot located in Kiev Oblast is destined to be
developed as a residential complex. Following a protracted legal
battle, it has been registered under the Company pursuant to a
legal decision in July 2015.
Current status
The Company is evaluating potential commercialization options to
maximize the property's value.
-- Delia Lebada, Romania
Property description
The site consists of a 40,000 sqm plot of land in east Bucharest
situated on the shore of Pantelimon Lake, opposite a famous
Romanian hotel, the Lebada Hotel. The lake itself, having a 360 Ha
surface, is the largest lake of Bucharest and accommodates many
leisure activities such as fishing, cycling, walking, etc. At the
back of the property there is a forest which transforms the area
into a very attractive habitat for families and adds value to the
residential units to be developed.
Current status
The construction permit, which allows for 54,000 sqm to be
built, was renewed in April 2014 and then again in 2017. Yet the
property development has been on hold. In 2016 the Company, its
partner and the lending bank (Bank of Cyprus) entered into
discussions regarding finance cost payments. An agreement was
reached that included the SPV owning the plot entering into an
insolvency status. Such discussions were concluded amicably during
Q2 with the end result being that the Company's partner bought out
the lending bank's loan at a haircut (through the insolvency
process). Simultaneously, the associated property loan with the
Bank of Cyprus was settled with parallel removal of the associated
corporate guarantee. Following completion of the disposal in Q3
2017, the Company will retain a 5% interest in the Special-Purpose
Vehicle ("SPV") which will hold the land asset debt free.
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the six months ended 30 June 2017
Six months ended
Note 30 June 30 June
2017 2016
EUR EUR
Income 7 2.913.509 2.662.556
Asset operating expenses 8 (361.608) (390.182)
Net Operating Income 2.551.901 2.272.374
Administration expenses 9 (1.091.683) (1.178.173)
Share of profits/(losses)
from associates 18 173.935 123.119
Valuation gains/(losses) from
Investment Property 10 (381.499) 636.436
Net loss on disposal of Inventory 11a (43.874) (291.856)
Net gain/(loss) on disposal
of Investment Property 11b 4.631 (456.098)
Result on disposal of subsidiaries 17 (221.990) -
Gain realized on acquisition 15.193 -
of assets
Other operating income/(expenses),
net 12 (665) (17.826)
Operating profit / (loss) 1.005.949 1.087.976
Finance income 13 9.841 363.136
Finance Cost 13 (1.024.701) (1.759.150)
Foreign exchange (loss), net 14a (1.733.039) (98.818)
Foreign exchange transfer 17 (37.567.055) -
on disposal of foreign operation
Profit / (Loss) before tax (39.309.005) (406.856)
Income tax expense 15 (21.085) (45.507)
Profit / (Loss) for the period (39.330.090) (452.363)
Other comprehensive income
Exchange difference on I/C 14b 37.567.055 (1.485.262)
loans to foreign holdings
Exchange difference on translation
of foreign operations 26 1.963.693 526.525
Available-for-sale financial
assets - fair value gain 22 - 154.362
Total comprehensive income 200.658 (1.256.738)
for the period
Profit / (Loss) attributable
to:
Owners of the parent (39.285.649) (309.941)
Non-controlling interests (44.441) (142.422)
(39.330.090) (452.363)
Total comprehensive income
attributable to:
Owners of the parent 269.277 (1.095.116)
Non-controlling interests (68.619) (161.622)
200.658 (1.256.738)
Earnings / (Losses) per share
(Euro cent per share): 34b
Basic earnings/(losses) for
the period attributable to
ordinary equity owners of
the parent (0,44) (0,00)
Diluted earnings/(losses)
for the period attributable
to ordinary equity owners
of the parent (0,38) (0,00)
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
For the six months ended 30 June 2017
Note 30 June 31 December 30 June
2017 2016 2016
EUR EUR EUR
ASSETS
Non--current assets
Investment properties 16.4a 81.352.640 95.654.207 91.947.652
Investment properties 16.4b 4.644.234 5.027.986 5.044.136
under development
Tangible and intangible
assets 19 89.195 129.396 146.232
Long-term receivables
and prepayments 20 296.814 351.181 351.187
Investments in associates 18 5.345.226 5.217.310 5.011.063
Available for sale financial 22 - - 2.937.897
assets
91.728.109 106.380.080 105.438.167
Current assets
Inventories 21 4.812.550 5.028.254 10.397.364
Prepayments and other 23 3.908.851 2.778.361 5.563.906
current assets
Cash and cash equivalents 24 1.852.546 1.701.007 870.457
10.573.947 9.507.622 16.831.727
Total assets 102.302.056 115.887.702 122.269.894
EQUITY AND LIABILITIES
Issued share capital 25 1.035.893 900.145 900.145
Share premium 123.093.334 122.874.268 122.874.268
Foreign currency translation 26 12.125.164 10.161.471 7.179.548
reserve
Exchange difference 36.3 - (37.567.055) (34.884.775)
on I/C loans to foreign
holdings
Available for sale financial
assets - fair value
reserve - - 639.891
Accumulated losses (96.729.669) (57.444.020) (55.390.268)
Equity attributable 39.524.722 38.924.809 41.318.809
to equity holders of
the parent
Non-controlling interests 27 7.170.082 7.237.827 453.905
Total equity 46.694.804 46.162.636 41.772.714
Non--current liabilities
Borrowings 28 21.373.207 16.895.155 23.992.210
Finance lease liabilities 32 10.635.551 11.081.379 11.125.693
Trade and other payables 29 437.805 451.123 4.449.165
Deposits from tenants 30 215.526 217.328 789.660
32.662.089 28.644.985 40.356.728
Current liabilities
Borrowings 28 15.996.238 31.580.299 27.313.842
Trade and other payables 29 4.888.555 7.038.170 4.107.772
Taxes payable 31 945.165 1.147.018 926.023
Redeemable preference 25.5 - 6.430.536
shares -
Provisions 31 742.098 742.166 724.219
Deposits from tenants 30 - 271.019 135.135
Finance lease liabilities 32 373.107 301.409 502.925
22.945.163 41.080.081 40.140.452
Total liabilities 55.607.252 69.725.066 80.497.180
Total equity and liabilities 102.302.056 115.887.702 122.269.894
Net Asset Value (NAV)
EUR per share: 34c
Basic NAV attributable
to equity holders of
the parent 0,38 0,43 0,46
Diluted NAV attributable
to equity holders of
the parent 0,38 0,38 0,40
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the six months ended 30 June 2017
Attributable to owners of the Company
--------------------------------------------------------------------------------------------------
Share Share Accumulated Exchange Foreign Available Total Non- Total
capital premium, losses, difference currency for controlling
Net(1) net of on I/C translation sale interest
non-controlling loans reserve(4) financial
interest(2) to foreign assets
holdings(3) - fair
value
reserve(5)
EUR EUR EUR EUR EUR EUR EUR EUR EUR
Balance - 31
December
2015 900.145 122.874.268 (55.080.327) (33.399.513) 6.653.023 485.529 42.433.125 615.527 43.048.652
Loss for the period (309.941) - - - (309.941) (142.422) (452.363)
Exchange difference - - - (1.485.262) - - (1.485.262) - (1.485.262)
on I/C loans to
foreign
holdings (Note 14b)
Foreign currency
translation
reserve - - - - 526.525 - 526.525 (19.200) 507.325
Fair value gain on
available-for-sale
financial assets - - - - - 154.362 154.362 - 154.362
Balance - 30 June
2016 900.145 122.874.268 (55.390.268) (34.884.775) 7.179.548 639.891 41.318.809 453.905 41.772.714
Loss for the period - - (2.053.752) - - - (2.053.752) 153.474 -1.900.278
Exchange difference -2.682.280
on I/C loans to
foreign
holdings (Note 14b) - - - (2.682.280) - - (2.682.280) -
Foreign currency 2.970.374
translation
reserve - - - - 2.981.923 - 2.981.923 (11.549)
Fair value gain on
available-for-sale
financial assets - - - - - (639.891) (639.891) - -639.891
Issue of share 6.641.997
capital,
net (Note 25) - - - - - 6.641.997
Balance - 31
December
2016 900.145 122.874.268 (57.444.020) (37.567.055) 10.161.471 - 38.924.809 7.237.827 46.162.636
Loss for the period (1.718.594) (1.718.594) (44.441) (1.763.035)
Exchange difference (37.567.055) 37.567.055 - -
on I/C loans to
foreign
holdings (Note 14b)
Foreign currency 1.963.693 1.963.693 (24.178) 1.939.515
translation
reserve
Non-controlling
interest
acquired 874 874
Issue of share
capital,
net (Note 25) 135.748 219.066 354.814 354.814
Balance - 30 June
2017 1.035.893 123.093.334 (96.729.669) - 12.125.164 - 39.524.722 7.170.082 46.694.804
1Share premium is not available for distribution.
2Companies which do not distribute 70% of their profits after
tax, as defined by the relevant tax law, within two year-s after
the end of the relevant tax year, will be deemed to have
distributed as dividends 70% of these profits. Special contribution
for defense at 20% will be payable on such deemed dividends to the
extent that the shareholders (companies and individuals) are Cyprus
tax residents. The amount of deemed distribution is reduced by any
actual dividends paid out of the profits of the relevant year at
any time. This special contribution for defense is payable on
account of the shareholders.
3 Exchange differences on intercompany loans to foreign holdings
arose as a result of devaluation of the Ukrainian Hryvnia during
2014, 2015, 2016 and for the six months period in 2017. The Group
treats the mentioned loans as a part of the net investment in
foreign operations (Note 36.3).
4 Exchange differences related to the translation from the
functional currency of the Group's subsidiaries are accounted for
directly to the foreign currency translation reserve. The foreign
currency translation reserve represents unrealized profits or
losses related to the appreciation or depreciation of the local
currencies against the euro in the countries where the Company's
subsidiaries own property assets.
5 Available For Sale financial assets are measured at fair
value. Fair value changes on AFS assets are recognized directly in
equity, through other comprehensive income.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the six months ended 30 June 2017
30 June 30 June
Note 2017 2016
EUR EUR
CASH FLOWS FROM OPERATING ACTIVITIES
Profit/(loss) before tax (39.309.005) (406.856)
Adjustments for:
(Gains)/losses on revaluation of
investment property 10 381.499 (636.436)
Other non-cash movements - 1.055
Other expenses/(income) - (32)
Account payables write off 12 (1.250) -
Provision for impairment of prepayments
and other current assets 12 (4.390) 772
Depreciation/ Amortization charge 9 27.012 24.162
Finance income 13 (6.399) (363.136)
Interest expense 13 983.191 1.590.033
Share of losses/ (profits) from
associates 18 (173.935) (123.119)
Gain on acquisition of subsidiaries (15.193) -
Change in tax provision (68) (226)
Effect of foreign exchange differences 14a 1.733.039 98.818
Foreign exchange transfer on disposal 14.b 37.567.055 -
of foreign operations
Net gain/(loss) on the sale of
investment property 11.b (4.631) 456.098
Loss on disposal of subsidiaries 17 221.990 -
------------ --------------
Cash flows used in operations before
working capital changes 1.398.915 641.133
Change in inventories 21 215.704 902.636
Change in prepayments and other
current assets 23 (780.545) (280.991)
Change in trade and other payables 29 (1.852.325) 836.354
Change in VAT and other taxes receivable 23 96.115 (492.149)
Change in other taxes payables 31 (61.718) 131.873
Increase in long term receivables 20 (45.633) -
Change in deposits from tenants 30 31.970 165.925
------------ --------------
Cash generated from operations (997.517) 1.904.781
Income tax paid (130.615) (73.397)
Net cash flows provided/(used) (1.128.132)
in operating activities 1.831.384
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash flow for the disposal 17 2.844.494 -
of subsidiary
Cash outflow from acquisition (1.249.807) -
of assets
Capital expenditure on tangible
and intangible assets (7.005) -
Dividend received from associate 109.595 -
Sales proceeds on the sale of Investment 135.393
Property 1.627.761
Interest received 1.754 363.136
Net cash flows from / (used in) 1.834.424
investing activities 1.990.897
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of share capital/shareholders
advances 25 354.814 -
Repayment of principle amount of (1.106.933)
borrowings 28 (2.653.108)
Proceeds from bank and nonbank 1.414.530
loans -
Interest and financial charges (1.078.815)
paid (1.357.034)
Decrease in financial lease liabilities 32 (138.349) 162.896
Net cash flows from / (used in) (554.753)
financing activities (3.847.246)
Net increase/(decrease) in cash
at banks 157.867 (41.029)
Cash:
At beginning of the period 1.701.007 895.422
Effect of foreign exchange rates
on cash and cash equivalents (6.328) 16.064
At end of the period 24 1.852.546 870.457
============ ==============
Notes to the Condensed Consolidated Interim Financial
Statements
For the six months ended 30 June 2017
1. General Information
Country of incorporation
SECURE PROPERTY DEVELOPMENT & INVESTMENT PLC (the "Company")
was incorporated in Cyprus on 23 June 2005 and is a public limited
liability company, listed on the London Stock Exchange (AIM): ISIN
CY0102102213. Its registered office is at Kyriakou Matsi 16, Eagle
House, 10th floor, Agioi Omologites, 1082 Nicosia, Cyprus while its
principal place of business is at Cyprus is 11 Bouboulinas
Street.
Principal activities
The principal activities of the Company, which are unchanged
from last year, are to invest directly or indirectly in and/or
manage real estate properties as well as real estate development
projects in South East Europe (the "Region"). These include the
acquisition, development, commercializing, operating and selling of
property assets, in the Region.
The Group maintains offices in Nicosia, Cyprus, in Kiev,
Ukraine, in Bucharest, Romania and in Athens, Greece.
As at the reporting date, the companies of the Group employed
and/or used the services of 17 Full Time Equivalent, (2016 Ã 26
people).
2. Adoption of new and revised Standards and Interpretations
The accounting policies adopted for the preparation of these
condensed consolidated interim financial statements for the six
months ended 30 June 2017 are consistent with those followed for
the preparation of the annual financial statements for the year
ended 31 December 2016.
3. Significant accounting policies
3.1 Statement of compliance
The condensed consolidated interim financial statements have
been prepared in accordance with International Financial Reporting
Standards (IFRSs) as adopted by the European Union (EU) and the
requirements of the Cyprus Companies Law, Cap.113.
The condensed consolidated interim financial statements have
been prepared under the historical cost convention as modified by
the revaluation of investment property, investment property under
construction and available for sale financial assets to fair
value.
3.2 Basis of preparation
The condensed consolidated interim financial statements for the
six months ended 30 June 2017 have been prepared in accordance with
International Accounting Standard 34 "Interim Financial
Reporting".
Certain information and footnote disclosures normally included
in the condensed consolidated interim financial statements prepared
in accordance with the International Financial Reporting Standards
("IFRS") have been condensed or omitted. However, such information
reflects all adjustments (consisting of normal recurring
adjustments), which are, in the opinion of the Group's Management,
necessary to fairly state the results of interim periods.
Interim results are not necessarily indicative of the results to
be expected for the full year.
The 31 December 2016 statement of financial position was derived
from the audited consolidated financial statements.
3.3 Basis of consolidation
The condensed consolidated interim financial statements
incorporate the financial statements of the Company and entities
(including special purpose entities) controlled by the Company (its
subsidiaries).
Subsidiaries are all entities (including structured entities)
over which the Group has control. The Group controls an entity when
the group is exposed to, or has rights to, variable returns from
its involvement with the entity and has the ability to affect those
returns through its power over the entity.
The Company applies the acquisition method to account for
business combinations. The consideration transferred for the
acquisition of a subsidiary is the fair values of the assets
transferred, the liabilities incurred to the former owners of the
acquiree and the equity interests issued by the group. The
consideration transferred includes the fair value of any asset or
liability resulting from a contingent consideration arrangement.
Identifiable assets acquired and liabilities and contingent
liabilities assumed in a business combination are measured
initially at their fair values at the acquisition date. The Group
recognizes any non-controlling interest in the acquiree on an
acquisition-by-acquisition basis, either at fair value or at the
non-controlling interest's proportionate share of the recognized
amounts of acquiree' s identifiable net assets.
If the business combination is achieved in stages, the
acquisition date carrying value of the acquirer's previously held
equity interest in the acquiree is re-measured to fair value at the
acquisition date; any gains or losses arising from such
re-measurement are recognized in profit or loss.
Any contingent consideration to be transferred by the group is
recognized at fair value at the acquisition date. Subsequent
changes to the fair value of the contingent consideration that is
deemed to be an asset or liability is recognized in accordance with
IAS 39 either in profit or loss or as a change to other
comprehensive income. Contingent consideration that is classified
as equity is not re-measured, and its subsequent settlement is
accounted for within equity.
If the initial accounting for a business combination is
incomplete by the end of the reporting period in which the
combination occurs, the Group reports provisional amounts for the
items for which the accounting is incomplete. Those provisional
amounts are adjusted during the measurement period (see above), or
additional assets or liabilities are recognized, to reflect new
information obtained about facts and circumstances that existed at
the acquisition date that, if known, would have affected the
amounts recognized at that date.
Business combinations that took place prior to 1 January 2010
were accounted for in accordance with the previous version of IFRS
3.
Inter-company transactions, balances and unrealized gains on
transactions between group companies are eliminated. Unrealized
losses are also eliminated. When necessary, amounts reported by
subsidiaries have been adjusted to conform with the group's
accounting policies.
Changes in ownership interests in subsidiaries without change of
control and Disposal of Subsidiaries
Transactions with non-controlling interests that do not result
in loss of control are accounted for as equity transactions - that
is, as transactions with the owners in their capacity as owners.
The difference between fair value of any consideration paid and the
relevant share acquired of the carrying value of net assets of the
subsidiary is recorded in equity. Gains or losses on disposals to
non-controlling interests are also recorded in equity.
When the Group ceases to have control, any retained interest in
the entity is re-measured to its fair value at the date when
control is lost, with the change in carrying amount recognized in
profit or loss. The fair value is the initial carrying amount for
the purposes of subsequently accounting for the retained interest
as an associate, joint venture or financial asset. In addition, any
amounts previously recognized in other comprehensive income in
respect of that entity are accounted for as if the group had
directly disposed of the related assets or liabilities. This may
mean that amounts previously recognized in other comprehensive
income are reclassified to profit or loss.
3.4 Functional and presentation currency
Items included in the Group's financial statements are measured
applying the currency of the primary economic environment in which
the entities operate ("the functional currency"). The national
currency of Ukraine, the Ukrainian Hryvnia, is the functional
currency for all the Group's entities located in Ukraine, the
Romanian leu is the functional currency for all Group's entities
located in Romania, the Bulgarian lev is the functional currency
for all Group's entities in Bulgaria and the Euro for all Greek and
Cypriot subsidiaries.
The condensed consolidated interim financial statements are
presented in Euro, which is the Group's presentation currency.
As Management records the condensed consolidated interim
financial information of the entities domiciled in Cyprus, Romania,
Ukraine, Greece and Bulgaria in their functional currencies, in
translating financial information of the entities domiciled in
these countries into Euro for inclusion in the condensed
consolidated interim financial statements, the Group follows a
translation policy in accordance with International Accounting
Standard No. 21, "The Effects of Changes in Foreign Exchange
Rates", and the following procedures are performed:
-- All assets and liabilities are translated at closing rate;
-- Equity of the Group has been translated using the historical rates;
-- Income and expense items are translated using exchange rates
at the dates of the transactions, or where this is not practicable
the average rate has been used;
-- All resulting exchange differences are recognized as a separate component of equity;
-- When a foreign operation is disposed of through sale,
liquidation, repayment of share capital or abandonment of all, or
part of that entity, the exchange differences deferred in equity
are reclassified to the condensed consolidated interim statement of
comprehensive income as part of the gain or loss on sale;
-- Monetary items receivable from foreign operations for which
settlement is neither planned nor likely to occur in the
foreseeable future and in substance are part of the Group's net
investment in those foreign operations are recognized initially in
other comprehensive income and reclassified from equity to profit
or loss on disposal of the foreign operation.
The relevant exchange rates of the European and local central
banks used in translating the financial information of the entities
from the functional currencies into Euro are as follows:
Average for the period Closing as at
---------- ----------------------------------- --------------------------------
Currency 1 Jan 1 Jan 1 Jan 30 June 31 December 30 June
2017 - 2016 - 2016 - 2017 2016 2016
30 June 31 December 30 June
2017 2016 2016
---------- --------- ------------- --------- -------- ------------ --------
USD 1,0830 1,1069 1,1159 1,1412 1,0541 1,1102
---------- --------- ------------- --------- -------- ------------ --------
UAH 28,9372 28,2854 28,4201 29,7868 28,4226 27,5635
---------- --------- ------------- --------- -------- ------------ --------
RON 4,5362 4,4908 4,5218 4,5539 4,5411 4,5210
---------- --------- ------------- --------- -------- ------------ --------
BGN 1,9558 1,9558 1,9558 1,9558 1,9558 1,9558
---------- --------- ------------- --------- -------- ------------ --------
3.5 Investment Property at fair value
Investment property, comprising freehold and leasehold land,
investment properties held for future development, warehouse and
office properties as well as the residential property units, is
held for long term rental yields and/or for capital appreciation
and is not occupied by the Group. Investment property and
investment property under construction are carried at fair value,
representing open market value determined annually by external
valuers. Changes in fair values are recorded in the statement of
comprehensive income and are included in other operating
income.
A number of the land leases (all in Ukraine) are held for
relatively short terms and place an obligation upon the lessee to
complete development by a prescribed date. It is important to note
that the rights to complete a development may be lost or at least
delayed if the lessee fails to complete a permitted development
within the timescale set out by the ground lease.
In addition, in the event that a development has not commenced
upon the expiry of a lease then the City Authorities are entitled
to decline the granting of a new lease on the basis that the land
is not used in accordance with the designation. Furthermore, where
all necessary permissions and consents for the development are not
in place, this may provide the City Authorities with grounds for
rescinding or non-renewal of the ground lease. However Management
believes that the possibility of such action is remote and was made
only under limited circumstances in the past.
Management believes that rescinding or non-renewal of the ground
lease is remote if a project is on the final stage of development
or on the operating cycle. In undertaking the valuations reported
herein, the valuer of Ukrainian properties CBRE have made the
assumption that no such circumstances will arise to permit the City
Authorities to rescind the land lease or not to grant a
renewal.
Land held under operating lease is classified and accounted for
as investment property when the rest of the definition is met. The
operating lease is accounted for as if it were a finance lease.
Investment property under development or construction initially
is measured at cost, including related transaction costs.
The property is classified in accordance with the intention of
the management for its future use. Intention to use is determined
by the Board of Directors after reviewing market conditions,
profitability of the projects, ability to finance the project and
obtaining required construction permits.
The time point, when the intention of the management is
finalized is the date of start of construction. At the moment of
start of construction, freehold land, leasehold land and investment
properties held for a future redevelopment are reclassified into
investment property under development or inventory in accordance to
the final decision of management.
Initial measurement and recognition
Investment property is measured initially at cost, including
related transaction costs. Investment properties are derecognized
when either they have been disposed off or when the investment
property is permanently withdrawn from use and no future economic
benefit is expected from its disposal. Any gains or losses on the
retirement or disposal of an investment property are recognized in
the condensed consolidated interim statement of comprehensive
income in the period of retirement or disposal.
Transfers are made to investment property when, and only when,
there is a change in use, evidenced by the end of owner occupation,
or the commencement of an operating lease to third party. Transfers
are made from investment property when, and only when, there is a
change in use, evidenced by commencement of owner occupation or
commencement of development with a view to sale.
If an investment property becomes owner occupied, it is
reclassified as property, plant and equipment, and its fair value
at the date of reclassification becomes its cost for accounting
purposes. Property that is being constructed or developed for
future use as investment property is classified as investment
property under construction until construction or development is
complete. At that time, it is reclassified and subsequently
accounted for as investment property.
Subsequent measurement
Subsequent to initial recognition, investment property is stated
at fair value. Gains or losses arising from changes in the fair
value of investment property are included in the statement of
comprehensive income in the period in which they arise.
If a valuation obtained for an investment property held under a
lease is net of all payments expected to be made, any related
liabilities/assets recognized separately in the statement of
financial position are added back/reduced to arrive at the carrying
value of the investment property for accounting purposes.
Subsequent expenditure is charged to the asset 's carrying
amount only when it is probable that future economic benefits
associated with the item will flow to the Group and the cost of the
item can be measured reliably. All other repairs and maintenance
costs are charged to the statement of comprehensive income during
the financial period in which they are incurred.
Basis of valuation
The fair values reflect market conditions at the financial
position date. These valuations are prepared annually by chartered
surveyors (hereafter "appraisers"). The Group appointed valuers in
2014 which remain the same as of year-end 2016:
-- CBRE Ukraine, for all its Ukrainian properties,
-- Real Act for all its Romanian, Greek and Bulgarian properties.
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") Valuation -
Professional Standards (2014) (the "Red Book") and is also
compliant with the International Valuation Standards (IVS).
"Market Value", is defined as: "The estimated amount for which a
property should exchange on the date of valuation between a willing
buyer and a willing seller in an arm's-length transaction after
proper marketing wherein the parties had each acted knowledgeably,
prudently and without compulsion".
In expressing opinions on Market Value, in certain cases the
appraisers have estimated net annual rentals/income from sale.
These are assessed on the assumption that they are the best
rent/sale prices at which a new letting/sale of an interest in
property would have been completed at the date of valuation
assuming: a willing landlord/buyer; that prior to the date of
valuation there had been a reasonable period (having regard to the
nature of the property and the state of the market) for the proper
marketing of the interest, for the agreement of the price and terms
and for the completion of the letting/sale; that the state of the
market, levels of value and other circumstances were, on any
earlier assumed date of entering into an agreement for lease/sale,
the same as on the valuation date; that no account is taken of any
additional bid by a prospective tenant/buyer with a special
interest; that the principal deal conditions assumed to apply are
the same as in the market at the time of valuation; that both
parties to the transaction had acted knowledgeably, prudently and
without compulsion.
A number of properties are held by way of ground leasehold
interests granted by the City Authorities. The ground rental
payments of such interests may be reviewed on an annual basis, in
either an upwards or downwards direction, by reference to an
established formula. Within the terms of the lease, there is a
right to extend the term of the lease upon expiry in line with the
existing terms and conditions thereof. In arriving at opinions of
Market Value, the appraisers assumed that the respective ground
leases are capable of extension in accordance with the terms of
each lease. In addition, given that such interests are not
assignable, it was assumed that each leasehold interest is held by
way of a special purpose vehicle ("SPV"), and that the shares in
the respective SPVs are transferable.
With regard to each of the properties considered, in those
instances where project documentation has been agreed with the
respective local authorities, opinions of the appraisers of value
have been based on such agreements.
In those instances where the properties are held in part
ownership, the valuations assume that these interests are saleable
in the open market without any restriction from the co-owner and
that there are no encumbrances within the share agreements which
would impact the sale ability of the properties concerned.
The valuation is exclusive of VAT and no allowances have been
made for any expenses of realization or for taxation which might
arise in the event of a disposal of any property.
In some instances the appraisers constructed a Discounted Cash
Flow (DCF) model. DCF analysis is a financial modeling technique
based on explicit assumptions regarding the prospective income and
expenses of a property or business. The analysis is a forecast of
receipts and disbursements during the period concerned. The
forecast is based on the assessment of market prices for comparable
premises, build rates, cost levels etc. from the point of view of a
probable developer.
To these projected cash flows, an appropriate, market-derived
discount rate is applied to establish an indication of the present
value of the income stream associated with the property. In this
case, it is a development property and thus estimates of capital
outlays, development costs, and anticipated sales income are used
to produce net cash flows that are then discounted over the
projected development and marketing periods. The Net Present Value
(NPV) of such cash flows could represent what someone might be
willing to pay for the site and is therefore an indicator of market
value. All the payments are projected in nominal US Dollar/Euro
amounts and thus incorporate relevant inflation measures.
Valuation Approach
In addition to the above general valuation methodology, the
appraisers have taken into account in arriving at Market Value the
following:
Pre Development
In those instances where the nature of the 'Project' has been
defined, it was assumed that the subject property will be developed
in accordance with this blueprint. The final outcome of the
development of the property is determined by the Board of Directors
decision, which is based on existing market conditions,
profitability of the project, ability to finance the project and
obtaining required construction permits.
Development
In terms of construction costs, the budgeted costs have been
taken into account in considering opinions of value. However, the
appraisers have also had regard to current construction rates
prevailing in the market which a prospective purchaser may deem
appropriate to adopt in constructing each individual scheme.
Although in some instances the appraisers have adopted the budgeted
costs provided, in some cases the appraisers' own opinions of costs
were used.
Post Development
Rental values have been assessed as at the date of valuation but
having regard to the existing occupational markets taking into
account the likely supply and demand dynamics during the
anticipated development period. The standard letting fees were
assumed within the valuations. In arriving at their estimates of
gross development value ("GDV"), the appraisers have capitalized
their opinion of net operating income, having deducted any
anticipated non-recoverable expenses, such as land payments, and
permanent void allowance, which has then been capitalized into
perpetuity.
The capitalization rates adopted in arriving at the opinions of
GDV reflect the appraisers' opinions of the rates at which the
properties could be sold as at the date of valuation.
In terms of residential developments, the sales prices per sq.
m. again reflect current market conditions and represent those
levels the appraisers consider to be achievable at present. It was
assumed that there are no irrecoverable operating expenses and that
all costs will be recovered from the occupiers/owners by way of a
service charge.
The valuations take into account the requirement to pay ground
rental payments and these are assumed not to be recoverable from
the occupiers. In terms of ground rent payments, the appraisers
have assessed these on the basis of information available, and if
not available they have calculated these payments based on current
legislation defining the basis of these assessments. Property tax
is not presently payable in Ukraine.
3.6 Investment Property under development
Property that is currently being constructed or developed, for
future use as investment property is classified as investment
property under development carried at cost until construction or
development is complete, or its fair value can be reliably
determined. This applies even if the works have temporarily being
stopped.
3.7 Goodwill
Goodwill arising on an acquisition of a business is carried at
cost as established at the date of acquisition of the business less
accumulated impairment losses, if any.
For the purposes of impairment testing, goodwill is allocated to
each of the Group's cash-generating units (or Groups of
cash-generating units) that is expected to benefit from the
synergies of the combination.
A cash-generating unit to which goodwill has been allocated is
tested for impairment annually, or more frequently when there is
indication that the unit may be impaired. If the recoverable amount
of the cash-generating unit is less than its carrying amount, the
impairment loss is allocated first to reduce the carrying amount of
any goodwill allocated to the unit and then to the other assets of
the unit pro rata based on the carrying amount of each asset in the
unit. Any impairment loss for goodwill is recognized directly in
profit or loss in the condensed consolidated statement of
comprehensive income. An impairment loss recognized for goodwill is
not reversed in subsequent periods.
On disposal of the relevant cash-generating unit, the
attributable amount of goodwill is included in the determination of
the profit or loss on disposal.
3.8 Property, Plant and equipment and intangible assets
Property, plant and equipment and intangible non-current assets
are stated at historical cost less accumulated depreciation and
amortization and any accumulated impairment losses.
Properties in the course of construction for production, rental
or administrative purposes, or for purposes not yet determined and
intangibles not inputted into exploitation, are carried at cost,
less any recognized impairment loss. Cost includes professional
fees and, for qualifying assets, borrowing costs capitalized in
accordance with the Group's accounting policy. Depreciation of
these assets, on the same basis as other property assets, commences
when the assets are ready for their intended use.
Depreciation and amortization are calculated on the
straight--line basis so as to write off the cost of each asset to
its residual value over its estimated useful life. The annual
depreciation rates are as follows:
Type %
-----------------------------------------
Leasehold 20
-----------------------------------------
IT hardware 33
-----------------------------------------
Motor vehicles 25
-----------------------------------------
Furniture, fixtures and office equipment 20
-----------------------------------------
Machinery and equipment 15
-----------------------------------------
Software and Licenses 33
-----------------------------------------
No depreciation is charged on land.
Assets held under finance leases are depreciated over their
expected useful lives on the same basis as owned assets or, where
shorter, the term of the relevant lease.
The assets residual values and useful lives are reviewed, and
adjusted, if appropriate, at each reporting date.
Where the carrying amount of an asset is greater than its
estimated recoverable amount, the asset is written down immediately
to its recoverable amount.
Expenditure for repairs and maintenance of tangible and
intangible assets is charged to the statement of comprehensive
income of the period/year in which it is incurred. The cost of
major renovations and other subsequent expenditure are included in
the carrying amount of the asset when it is probable that future
economic benefits in excess of the originally assessed standard of
performance of the existing asset will flow to the Group. Major
renovations are depreciated over the remaining useful life of the
related asset.
An item of tangible and intangible assets is derecognized upon
disposal or when no future economic benefits are expected to arise
from the continuing use of the asset. Any gain or loss arising on
the disposal or retirement of an item of property, plant and
equipment is determined as the difference between the sales
proceeds and the carrying amount of the asset and is recognized in
the statement of comprehensive income.
3.9 Available for sale financial assets
Available-for-sale financial assets are non-derivatives that are
either designated in this category or not classified in any of the
other categories. They are included in non-current assets, unless
Management intends to dispose of the investment within twelve
months of the reporting date.
Shares of a property holding corporate entity that are owned by
the Company in lieu of owning a percentage of the asset itself, are
considered under this classification even if the shares are not
intended to be sold immediately but are intended to offer to the
Company the said percentage of the revenue streams generated by the
property asset itself.
Regular way purchases and sales of available-for-sale financial
assets are recognized on trade-date which is the date on which the
Group commits to purchase or sell the asset. Investments are
initially recognized at fair value plus transaction costs.
Financial assets are derecognized when the rights to receive cash
flows from the financial assets have expired or have been
transferred and the Group has transferred substantially all risks
and rewards of ownership. Available-for-sale financial assets are
subsequently carried at fair value.
When securities classified as available-for-sale are sold or
impaired, the accumulated fair value adjustments recognized in
other comprehensive income are included in profit or loss as gains
and losses on available-for-sale financial assets.
Interest on available-for-sale securities calculated using the
effective interest method is recognized in the profit or loss.
Dividends on available-for-sale equity instruments are recognized
in profit or loss when the Group's right to receive payments is
established.
The Group assesses at each reporting date whether there is
objective evidence that a financial asset or a group of financial
assets is impaired. In the case of equity securities classified as
available for sale, a significant or prolonged decline in the fair
value of the security below its cost is considered as an indicator
that the securities are impaired. If any such evidence exists for
available-for-sale financial assets the cumulative loss which is
measured as the difference between the acquisition cost and the
current fair value, less any impairment loss on that financial
asset previously recognized in profit or loss, is removed from
equity and recognized in profit or loss.
In respect of available for sale equity securities, impairment
losses previously recognized in profit or loss are not reversed
through profit or loss. Any increase in fair value subsequent to an
impairment loss is recognized in other comprehensive income and
accumulated under the heading of investments fair value reserve. In
respect of available for sale debt securities, impairment losses
are subsequently reversed through profit or loss if an increase in
the fair value of the investment can be objectively related to an
event occurring after the recognition of the impairment loss.
3.10 Inventory
Inventory principally comprises land purchased for development
and property under construction. Inventory is recognized initially
at cost, including transaction costs, which represent its fair
value at the time of acquisition. Costs related to the development
of land are capitalized and recognized as inventory. Inventory is
carried at the lower of cost and net realizable value.
3.11 Borrowings
Borrowings are recognized initially at fair value, net of
transaction costs incurred. Borrowings are subsequently stated at
amortized cost. Any difference between the proceeds (net of
transaction costs) and the redemption value is recognized in profit
or loss over the period of the borrowings, using the effective
interest method, unless they are directly attributable to the
acquisition, construction or production of a qualifying asset, in
which case they are capitalized as part of the cost of that
asset.
Fees paid on the establishment of loan facilities are recognized
as transaction costs of the loan to the extent that it is probable
that some or all of the facility will be drawn down. In this case,
the fee is deferred until the draw-down occurs. To the extend there
is no evidence that it is probable that some or all of the facility
will be drawn down, the fee is capitalized as a prepayment and
amortized over the period of the facility to which it relates.
Borrowing costs are interest and other costs that the Group
incurs in connection with the borrowing of funds, including
interest on borrowings, amortization of discounts or premium
relating to borrowings, amortization of ancillary costs incurred in
connection with the arrangement of borrowings, finance lease
charges and exchange differences arising from foreign currency
borrowings to the extent that they are regarded as an adjustment to
interest costs.
Borrowing costs that are directly attributable to the
acquisition, construction or production of a qualifying asset,
being an asset that necessarily takes a substantial period of time
to get ready for its intended use or sale, are capitalized as part
of the cost of that asset, when it is probable that they will
result in future economic benefits to the Group and the costs can
be measured reliably.
Borrowings are classified as current liabilities, unless the
Group has an unconditional right to defer settlement of the
liability for at least twelve months after the reporting date.
3.12 Tenant security deposits
Tenant security deposits represent financial advances made by
lessees as guarantees during the lease and are repayable by the
Group upon termination of the contracts. Tenant security deposits
are recognized at nominal value.
3.13 Financial liabilities and equity instruments
3.13.1 Classification as debt or equity
Debt and equity instruments issued by a Group entity are
classified as either financial liabilities or as equity in
accordance with the substance of the contractual arrangements and
the definitions of a financial liability and an equity
instrument.
3.13.2 Equity instruments
An equity instrument is any contract that evidences a residual
interest in the assets of an entity after deducting all of its
liabilities. Equity instruments issued by the Group are recognized
at the proceeds received, net of direct issue costs.
Ordinary shares are classified as equity. The difference between
the fair value of the consideration received by the Company and the
nominal value of the share capital being issued is taken to the
share premium account.
Share premium account can only be resorted to for limited
purposes, which don't include the distribution of dividends, and is
otherwise subject to the provisions of the Cyprus Companies Law on
reduction of share capital.
Repurchase of the Company's own equity instruments is recognized
and deducted directly in equity. No gain or loss is recognized in
the statement of comprehensive income on the purchase, sale, issue
or cancellation of the Company's own equity instruments.
3.13.3 Financial liabilities
Financial liabilities are classified as either financial
liabilities "at Fair Value Through Profit or Loss" or "other
financial liabilities".
3.13.3.1 Financial liabilities at FVTPL
Financial liabilities are classified as at FVTPL when the
financial liability is either held for trading or it is designated
as at FVTPL.
A financial liability is classified as held for trading if:
-- it has been acquired principally for the purpose of repurchasing it in the near term; or
-- on initial recognition it is part of a portfolio of
identified financial instruments that the Group manages together
and has a recent actual pattern of short-term profit-taking; or
-- it is a derivative that is not designated and effective as a hedging instrument.
A financial liability other than a financial liability held for
trading may be designated as at FVTPL upon initial recognition
if:
-- such designation eliminates or significantly reduces a
measurement or recognition inconsistency that would otherwise
arise; or
-- the financial liability forms part of a group of financial
assets or financial liabilities or both, which is managed and its
performance is evaluated on a fair value basis, in accordance with
the Group's documented risk management or investment strategy, and
information about the grouping is provided internally on that
basis; or
-- it forms part of a contract containing one or more embedded
derivatives, and IAS 39 Financial Instruments: Recognition and
Measurement permits the entire combined contract (asset or
liability) to be designated as at FVTPL.
Financial liabilities at FVTPL are stated at fair value, with
any gains or losses arising on re-measurement recognized in profit
or loss. The net gain or loss recognized in profit or loss
incorporates any interest paid on the financial liability and is
included in the "other gains and losses" line item in the condensed
consolidated statement of comprehensive income.
3.13.3.2 Other financial liabilities
Other financial liabilities (including borrowings) are
subsequently measured at amortized cost using the effective
interest method.
The effective interest method is a method of calculating the
amortized cost of a financial liability and of allocating interest
expense over the relevant period. The effective interest rate is
the rate that exactly discounts estimated future cash payments
(including all fees and points paid or received that form an
integral part of the effective interest rate, transaction costs and
other premiums or discounts) through the expected life of the
financial liability, or (where appropriate) a shorter period, to
the net carrying amount on initial recognition.
Preference shares, which may be redeemable on a specific date,
are classified as liabilities. The dividends, if any, on these
preference shares are recognized in the income statement as
interest expense.
3.13.3.3 De-recognition of financial liabilities
The Group derecognizes financial liabilities when, and only
when, the Group's obligations are discharged, cancelled or they are
expired. The difference between the carrying amount of the
financial liability derecognized and the consideration paid and
payable is recognized in profit or loss.
3.14 Offsetting financial instruments
Financial assets and financial liabilities are offset and the
net amount reported in the condensed consolidated statement of
financial position if, and only if, there is a currently
enforceable legal right to offset the recognized amounts and there
is an intention to settle on a net basis, or to realize the asset
and settle the liability simultaneously. This is not generally the
case with master netting agreements and the related assets and
liabilities are presented gross in the condensed consolidated
statement of financial position.
3.15 Impairment of tangible and intangible assets other than
goodwill
At the end of each reporting period, the Group reviews the
carrying amounts of its tangible and intangible assets to determine
whether there is any indication that those assets have suffered an
impairment loss. If any such indication exists, the recoverable
amount of the asset is estimated in order to determine the extent
of the impairment loss (if any). Where it is not possible to
estimate the recoverable amount of an individual asset, the Group
estimates the recoverable amount of the cash-generating unit to
which the asset belongs. Where a reasonable and consistent basis of
allocation can be identified, corporate assets are also allocated
to individual cash-generating units, or otherwise they are
allocated to the smallest group of cash-generating units for which
a reasonable and consistent allocation basis can be identified.
Intangible assets with indefinite useful lives and intangible
assets not yet available for use are tested for impairment loss
annually, and whenever there is an indication that the asset may be
impaired.
Recoverable amount is the higher of fair value less costs to
sell and value in use. In assessing value in use, the estimated
future cash flows are discounted to their present value using a
pre--tax discount rate that reflects current market assessments of
the time value of money and the risks specific to the asset.
If the recoverable amount of an asset (or cash--generating unit)
is estimated to be less than its carrying amount, the carrying
amount of the asset (cash--generating unit) is reduced to its
recoverable amount. An impairment loss is recognized immediately in
profit or loss, unless the relevant asset is carried at a revalued
amount, in which case the impairment loss is treated as a
revaluation decrease.
Where an impairment loss subsequently reverses, the carrying
amount of the asset (cash--generating unit) is increased to the
revised estimate of its recoverable amount, but so that the
increased carrying amount does not exceed the carrying amount that
would have been determined had no impairment loss been recognized
for the asset (cash--generating unit) in prior years. A reversal of
an impairment loss is recognized immediately in profit or loss,
unless the relevant asset is carried at a revalued amount, in which
case the reversal of the impairment loss is treated as a
revaluation increase.
3.16 Cash and Cash equivalents
Cash and cash equivalents include cash balances, call deposits
and short-term, highly liquid investments that are readily
convertible to known amounts of cash and which are subject to an
insignificant risk of changes in value. Bank overdraft that are
repayable on demand and form an integral part of the Group's cash
management are included as a component of cash and cash equivalents
for the purpose of the statement of cash flows.
3.17 Share Capital
Ordinary shares are classified as equity.
3.18 Share premium
The difference between the fair value of the consideration
received by the shareholders and the nominal value of the share
capital being issued is taken to the share premium account.
3.19 Share-based compensation
The Group had in the past and intends in the future to operate a
number of equity-settled, share-based compensation plans, under
which the Company receives services from Directors and/or employees
as consideration for equity instruments (options) of the Group. The
fair value of the Director and employee cost related to services
received in exchange for the grant of the options is recognized as
an expense. The total amount to be expensed is determined by
reference to the fair value of the options granted, excluding the
impact of any non-market service and performance vesting
conditions. The total amount expensed is recognized over the
vesting period, which is the period over which all of the specified
vesting conditions are to be satisfied. At each financial position
date, the Group revises its estimates on the number of options that
are expected to vest based on the non-marketing vesting conditions.
It recognizes the impact of the revision to original estimates, if
any, in the statement of comprehensive income, with a corresponding
adjustment to equity. The proceeds received net of any directly
attributable transaction costs are credited to share capital and
share premium when the options are exercised.
3.20 Provisions
Provisions are recognized when the Group has a present
obligation (legal, tax or constructive) as a result of a past
event, it is probable that the Group will be required to settle the
obligation and a reliable estimate can be made of the amount of the
obligation. As at the reporting date the Group has settled all its
construction liabilities.
The amount recognized as a provision is the best estimate of the
consideration required to settle the present obligation at the end
of the reporting period, taking into account the risks and
uncertainties surrounding the obligation. When a provision is
measured using the cash flows estimated to settle the present
obligation, its carrying amount is the present value of those cash
flows (where the effect of the time value of money is
material).
When some or all of the economic benefits required to settle a
provision are expected to be recovered from a third party, a
receivable is recognized as an asset if it is virtually certain
that reimbursement will be received and the amount of the
receivable can be measured reliably.
3.21 Leased assets
Leases are classified as finance leases whenever the terms of
the lease transfer substantially all the risks and rewards of
ownership to the lessee. All other leases are classified as
operating leases.
Assets held under finance leases are recognized as assets of the
Group at their fair value at the inception of the lease or, if
lower, at the present value of the minimum lease payments. The
corresponding liability to the lessor is included in the condensed
consolidated statement of financial position as a finance lease
obligation. Lease payments are apportioned between finance charges
and reduction of the lease obligation so as to achieve a constant
rate of interest on the remaining balance of the liability. Finance
charges are charged to profit or loss, unless they are directly
attributable to qualifying assets, in which case they are
capitalized in accordance with the Group's general policy on
borrowing costs (see above).
Lease payments are analyzed between capital and interest
components so that the interest element of the payment is charged
to the statement of comprehensive income over the period of the
lease and represents a constant proportion of the balance of
capital repayments outstanding. The capital part reduces the amount
payable to the lessor.
3.22 Non--current liabilities
Non--current liabilities represent amounts that are due in more
than twelve months from the reporting date.
3.23 Revenue recognition
Revenue is measured at the fair value of the consideration
received or receivable. Revenue is reduced for estimated customer
returns, rebates and other similar allowances. It is recognized to
the extent that it is probable that the economic benefits
associated with the transaction will flow to the Group and the
revenue can be measured reliably. Revenue earned by the Group is
recognized on the following bases:
3.23.1 Income from investing activities
Income from investing activities includes profit received from
disposal of investments in the Company's subsidiaries and
associates and income accrued on advances for investments
outstanding as at the period/year end.
3.23.2 Dividend income
Dividend income from investments is recognized when the
shareholders' right to receive payment has been established
(provided that it is probable that the economic benefits will flow
to the Group and the amount of income can be measured
reliably).
3.23.3 Interest income
Interest income is recognized on a time-proportion (accrual)
basis, using the effective interest rate method.
3.23.4 Rental income
Rental income arising from operating leases on investment
property is recognized on an accrual basis in accordance with the
substance of the relevant agreements.
3.24 Service charges and expenses recoverable from tenants
Income arising from expenses recharged to tenants is recognized
on an accrual basis.
3.25 Other property expenses
Irrecoverable running costs directly attributable to specific
properties within the Group's portfolio are charged to the
statement of comprehensive income. Costs incurred in the
improvement of the assets which, in the opinion of the directors,
are not of a capital nature are written off to the statement of
comprehensive income as incurred.
3.26 Borrowing costs
Borrowing costs directly attributable to the acquisition,
construction or production of qualifying assets, which are assets
that necessarily take a substantial period of time to get ready for
their intended use or sale, are added to the cost of those assets,
until such time as the assets are substantially ready for their
intended use or sale.
Investment income earned on the temporary investment of specific
borrowings pending their expenditure on qualifying assets is
deducted from the borrowing costs eligible for capitalization.
All other borrowing costs are recognized in the statement of
comprehensive income in the period in which they are incurred as
interest costs which are calculated using the effective interest
rate method, net result from transactions with securities, foreign
exchange gains and losses, and bank charges and commission.
3.27 Asset Acquisition Related Transaction Expenses
Expenses incurred by the Group for acquiring a subsidiary or
associate company as part of an Investment Property and are
directly attributable to such acquisition are recognized within the
cost of the Investment Property and are subsequently accounted as
per the Group's accounting Policy for Investment Property
subsequent measurement.
3.28 Taxation
Income tax expense represents the sum of the tax currently
payable and deferred tax.
3.28.1 Current tax
The tax currently payable is based on taxable profit for the
year. Taxable profit differs from profit as reported in the
condensed consolidated statement of comprehensive income because of
items of income or expense that are taxable or deductible in other
years and items that are never taxable or deductible. The Group's
liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the end of the reporting
period.
3.28.2 Deferred tax
Deferred tax is provided in full, using the liability method, on
temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statements.
Currently enacted tax rates are used in the determination of
deferred tax.
Deferred tax assets are recognized to the extent that it is
probable that future taxable profit will be available against which
the temporary differences can be utilized.
Deferred tax assets and liabilities are offset when there is a
legally enforceable right to set off current tax assets against
current tax liabilities and when the deferred taxes relate to the
same fiscal authority.
3.28.3 Current and deferred tax for the year
Current and deferred tax are recognized in the statement of
comprehensive income, except when they relate to items that are
recognized in other comprehensive income or directly in equity, in
which case, the current and deferred tax are also recognized in
other comprehensive income or directly in equity respectively.
Where current tax or deferred tax arises from the initial
accounting for a business combination, the tax effect is included
in the accounting for the business combination.
The operational subsidiaries of the Group are incorporated in
Ukraine, Greece and Romania, while the Parent and some holding
companies are incorporated in Cyprus. The Group's management and
control is exercised in Cyprus.
The Group's Management does not intend to dispose of any asset,
unless a significant opportunity arises. In the event that a
decision is taken in the future to dispose of any asset it is the
Group's intention to dispose of shares in subsidiaries rather than
assets. The corporate income tax exposure on disposal of
subsidiaries is mitigated by the fact that the sale would represent
a disposal of the securities by a non--resident shareholder and
therefore would be exempt from tax. The Group is therefore in a
position to control the reversal of any temporary differences and
as such, no deferred tax liability has been provided for in the
financial statements.
3.28.4 Withholding Tax
The Group follows the applicable legislation as defined in all
double taxation treaties (DTA) between Cyprus and any of the
countries of Operations (Romania, Ukraine, Greece, Bulgaria). In
the case of Romania, as the latter is part of the European Union,
through the relevant directives the withholding tax is reduced to
NIL subject to various conditions.
3.28.5 Dividend distribution
Dividend distribution to the Company's shareholders is
recognized as a liability in the Group's financial statements in
the period in which the dividends are approved by the Company's
shareholders.
3.29 Value added tax
VAT levied at various jurisdictions were the Group is active,
was at the following rates, as at the end of the reporting
period:
-- 20% on Ukrainian domestic sales and imports of goods, works
and services and 0% on export of goods and provision of works or
services to be used outside Ukraine.
-- 19% on Cyprus domestic sales and imports of goods, works and
services and 0% on export of goods and provision of works or
services to be used outside Cyprus.
-- 19% on Romanian domestic sales and imports of goods, works
and services (reduced to 20% in 2016) and 0% on export of goods and
provision of works or services to be used outside Romania.
-- 20% on Bulgarian domestic sales and imports of goods, works
and services and 0% on export of goods and provision of services to
taxable persons outside Bulgaria.
-- 24% on Greek domestic sales and imports of goods, works and
services and 0% on export of goods and provision of works or
services to be used outside Greece.
3.30 Operating segments analysis
Segment reporting is presented on the basis of Management's
perspective and relates to the parts of the Group that are defined
as operating segments. Operating segments are identified on the
basis of their economic nature and through internal reports
provided to the Group's Management who oversee operations and make
decisions on allocating resources serve. These internal reports are
prepared to a great extent on the same basis as these condensed
consolidated interim financial statements.
For the reporting period the Group has identified the following
material reportable segments, where the Group is active in
acquiring, holding, managing and disposing:
Commercial-Industrial
-- Warehouse segment
-- Office segment
-- Retail segment
Residential
-- Residential segment
Land Assets
-- Land assets - the Group owns a number of land assets which
are either available for sale or for potential development
The Group also monitors investment property assets on a
Geographical Segmentation, namely the country were its property is
located.
3.31 Earnings and Net Assets value per share
The Group presents basic and diluted earnings per share (EPS)
and net asset value per share (NAV) for its ordinary shares.
Basic EPS amounts are calculated by dividing net profit/loss for
the period/year, attributable to ordinary equity holders of the
Company by the weighted average number of ordinary shares
outstanding during the period/year. Basic NAV amounts are
calculated by dividing net asset value as at period/year end,
attributable to ordinary equity holders of the Company by the
number of ordinary shares outstanding at the end of the
period/year.
Diluted EPS is calculated by dividing net profit/loss for the
period/year, attributable to ordinary equity holders of the parent,
by the weighted average number of ordinary shares outstanding
during the period/year plus the weighted average number of ordinary
shares that would be issued on conversion of all the potentially
dilutive ordinary shares into ordinary shares.
Diluted NAV is calculated by dividing net asset value as at
period/year end, attributable to ordinary equity holders of the
parent with the number of ordinary shares outstanding at
period/year end plus the number of ordinary shares that would be
issued on conversion of all the potentially dilutive ordinary
shares into ordinary shares.
3.32 Comparative Period
Where necessary, comparative figures have been adjusted to
conform to changes in presentation in the current period/year.
4. Critical accounting estimates and judgments
The preparation of financial statements in conformity with IFRS
requires the use of certain critical accounting estimates and
requires Management to exercise its judgment in the process of
applying the Group's accounting policies. It also requires the use
of assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. These estimates
are based on Management's best knowledge of current events and
actions and other factors, including expectations of future events
that are believed to be reasonable under the circumstances. Actual
results though may ultimately differ from those estimates.
As the Group makes estimates and assumptions concerning the
future the resulting accounting estimates will, by definition,
seldom equal the related actual results. The estimates and
assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within
the next financial year are discussed below:
-- Provision for impairment of receivables
The Group reviews its trade and other receivables for evidence
of their recoverability. Such evidence includes the counter party's
payment record, and overall financial position as well as the
state's ability to pay its dues (VAT receivable). If indications of
non-recoverability exist, the recoverable amount is estimated and a
respective provision for impairment of receivables is made. The
amount of the provision is charged through profit or loss. The
review of credit risk is continuous and the methodology and
assumptions used for estimating the provision are reviewed
regularly and adjusted accordingly. As at the reporting date
Management did not consider necessary to make a provision for
impairment of receivables.
-- Fair value of investment property
The fair value of investment property is determined by using
various valuation techniques. The Group selects accredited
professional valuers with local presence to perform such
valuations. Such valuers use their judgment to select a variety of
methods and make assumptions that are mainly based on market
conditions existing at each financial reporting date. The fair
value has been estimated as at 31 December 2016 (Note 16).
-- Income taxes
Significant judgment is required in determining the provision
for income taxes. There are transactions and calculations for which
the ultimate tax determination is uncertain during the ordinary
course of business. The Group recognizes liabilities for
anticipated tax audit issues based on estimates of whether
additional taxes will be due. Where the final tax outcome of these
matters is different from the amounts that were initially recorded,
such differences will impact the income tax and deferred tax
provisions in the period in which such determination is made.
-- Impairment of tangible assets
Assets that are subject to depreciation are reviewed for
impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. An impairment loss
is recognized for the amount by which the asset's carrying amount
exceeds its recoverable amount. The recoverable amount is the
higher of an asset's fair value less costs to sell and value in
use. For the purposes of assessing impairment, assets are grouped
at the lowest levels for which there are separately identifiable
cash flows (cash-generating units).
-- Provision for deferred taxes
Deferred tax is not provided in respect of the revaluation of
the investment property and investment property under development
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, Greece and
Romania. Management estimates that the assets will be realized
through a share deal rather than through an asset deal. Should any
subsidiary be disposed of, the gains generated from the disposal
will be exempt from any tax.
-- Application of IFRS 10
The Group has considered the application of IFRS 10 and
concluded that the Company is not an Investment Entity as defined
by IFRS 10 and it should continue to consolidate all of its
investments. The reasons for such conclusion are among others that
the Company:
a) is not an Investment Management Service provider to Investors,
b) actively manages its own portfolio (leasing, development,
allocation of capital expenditure for its properties, marketing
etc) in order to provide benefits other than capital appreciation
and/or investment income,
c) has investments that are not bound by time in relation to the
exit strategy nor to the way that are being exploited,
d) provides asset management services to its subsidiaries as
well as loans and guarantees (directly or indirectly),
e) even though is using Fair Value metrics in evaluating its
investments, this is being done primarily for presentation purposes
rather that evaluating income generating capability and making
investment decisions. The latter is being based on metrics like
IRR, ROE and others.
5. Risk Management
5.1 Financial risk factors
The Group is exposed to operating country risk, real estate
holding and development associated risks, market price risk,
interest rate risk, credit risk, liquidity risk, currency risk,
other market price risk, operational risk, compliance risk,
litigation risk, reputation risk, capital risk management and other
risks arising from the financial instruments it holds. The risk
management policies employed by the Group to manage these risks are
discussed below.
5.1.1 Operating Country Risks
The Group is exposed to country risk, stemming from the
political and economic environment of countries in which it
operates. Notably:
5.1.1.1 Ukraine
In the recent years, Ukraine has been in a political and
economic turmoil. Crimea, an autonomous republic of Ukraine, was
effectively annexed by the Russian Federation. In 2017, an armed
conflict with separatists continued in certain parts of Luhansk and
Donetsk regions. These events resulted in higher inflation,
devaluation of the national currency against major foreign
currencies, illiquidity and volatility of financial markets during
2014-2015 years.
For the six-month period ended 30 June 2017 average inflation
amounted to 7,9% comparing to 4,9% for the six-month period ended
30 June 2016. For the whole 2016 year the inflation rate in Ukraine
was 12% (as compared to 43% in 2015).
The economic situation continues its stabilization in 2017,
which resulted in GDP growth around 2,5% for the six-month period
ended 30 June 2017 (GDP returned to nominal growth of 1% in 2016
after 9% decline in 2015) and stabilization of Ukrainian Hryvnia.
This allowed the National Bank of Ukraine to ease some foreign
exchange restrictions imposed during 2014-2015, including decrease
of the required share of foreign currency proceeds sale to 50% and
permission of dividends remittance. However, certain other
restrictions were prolonged. Significant external financing is
required to support the economy. As at 4 April 2017, Ukraine
received the fourth tranche of extended fund facilities (EFF)
agreed with the IMF. Further stabilization of the economic and
political situation depends, to a large extent, upon success of the
Ukrainian government's efforts.
5.1.1.2 Greece
During the reporting period the Greek government finalized
discussions with the creditor institutions (EU/ECB/IMF/ESM) and is
now entering into the 3(rd) evaluation of the current program. If
such evaluation finalizes as planned, political and economic
instability for the country will decrease significantly. In any
event, the uncertainty although decreased during the last months,
it is still apparent especially as far as the implementation of the
rescue program and the reforms included therein are concerned. The
implementation of the program and its effects on the economy are
beyond the Group's control. The country continues to operate under
capital controls and restrictions as imposed by the government on
27 June 2015.
Various risks emerge should the program is not implemented as
planned, including restrictions on use of local bank deposits,
liquidity of the financial sector and businesses, recoverability of
receivables, impairment of assets, sufficiency of financing by the
lending banks, serving of existing financing arrangements and/or
compliance with existing terms and financial covenants of such
arrangements. These and any possible further negative developments
in Greece could impact the results and financial position of the
Group's Greek operations to some extent, in a manner not currently
determinable.
The Group has been closely assessing developments in Greece and
preparing for a number of eventualities around the Greek crisis, in
line with its established risk management policy in order to ensure
that timely actions and response are undertaken so as to minimize
any impact on the Group's business and operations.
5.1.2 Risks associated with property holding
Several factors may affect the economic performance and value of
the Group's properties, including:
-- risks associated with construction activity at the
properties, including delays, the imposition of liens and defects
in workmanship;
-- the ability to collect rent from tenants , on a timely basis
or at all, taking also into account the UAH rapid devaluation;
-- the amount of rent and the terms on which lease renewals and
new leases are agreed being less favorable than current leases;
-- cyclical fluctuations in the property market generally;
-- local conditions such as an oversupply of similar properties
or a reduction in demand for the properties;
-- the attractiveness of the property to tenants or residential purchasers;
-- decreases in capital valuations of property;
-- changes in availability and costs of financing, which may
affect the sale or refinancing of properties;
-- covenants, conditions, restrictions and easements relating to the properties;
-- changes in governmental legislation and regulations,
including but not limited to designated use, allocation,
environmental usage, taxation and insurance;
-- the risk of bad or unmarketable title due to failure to
register or perfect our interests or the existence of prior claims,
encumbrances or charges of which we may be unaware at the time of
purchase;
-- the possibility of occupants in the properties, whether
squatters or those with legitimate claims to take possession;
-- the ability to pay for adequate maintenance, insurance and
other operating costs, including taxes, which could increase over
time; and
-- political uncertainty, acts of terrorism and acts of nature,
such as earthquakes and floods that may damage the properties.
5.1.3 Property Market price risk
Market price risk is the risk that the value of the Group's
portfolio investments will fluctuate as a result of changes in
market prices. The Group's assets are susceptible to market price
risk arising from uncertainties about future prices of the
investments. The Group's market price risk is managed through
diversification of the investment portfolio, continuous elaboration
of the market conditions and active asset management. To quantify
the value of its assets and/or indicate the possibility of
impairment losses, the Group commissioned internationally acclaimed
valuers.
Valuations reported as at 31 December 2016 take into account the
continuation of political instability in Ukraine. Given the nature
of the Group's assets the most immediate effect would be the
prolongation of the period needed to market and effectively sell an
asset under such duress conditions.
The BoD is monitoring the situation to ensure that assets' value
is preserved while at the same time through diversification
according to the strategic plan of the Group, Ukrainian operations
are gradually becoming a smaller part of a larger portfolio of
assets. Following the disposal of the Terminal Brovary Logistics
beginning of the year the Group's presence in Ukraine in terms of
Gross Asset Value has been reduced to 11% and as a result the
group's exposure to Ukrainian risks has been minimized.
5.1.4 Interest rate risk
Interest rate risk is the risk that the value of financial
instruments will fluctuate due to changes in market interest
rates.
The Group's income and operating cash flows are substantially
independent of changes in market interest rates as the Group has no
significant interest--bearing assets apart from its cash balances
that are mainly kept for liquidity purposes.
The Group is exposed to interest rate risk in relation to its
borrowings. Borrowings issued at variable rates expose the Group to
cash flow interest rate risk. Borrowings issued at fixed rates
expose the Group to fair value interest rate risk. All of the
Group's borrowings are issued at a variable interest rate.
Management monitors the interest rate fluctuations on a continuous
basis and acts accordingly.
5.1.5 Credit risk
Credit risk arises when a failure by counter parties to
discharge their obligations could reduce the amount of future cash
inflows from financial assets at hand at the end of the reporting
period. Cash balances are held with high credit quality financial
institutions and the Group has policies to limit the amount of
credit exposure to any financial institution.
Management has been in continuous discussions with banking
institutions monitoring their ability to extend financing as per
the Group's needs. The sovereign debt crisis has affected the
pan-European banking system during 2011 and 2012 imposing financing
uncertainties for new development projects. The financial crisis in
the European Union periphery has strained any remaining liquidity
and the financial institutions in the region (including those that
have Italian, Greek or Austrian parent) have entered into
deleveraging programs.
5.1.6 Currency risk
Currency risk is the risk that the value of financial
instruments will fluctuate due to changes in foreign exchange
rates.
Currency risk arises when future commercial transactions and
recognized assets and liabilities are denominated in a currency
that is not the Group's functional currency. Excluding the
transactions in Ukraine all of the Group's transactions, including
the rental proceeds are denominated or pegged to EUR. In Ukraine
even though some of the rental proceeds are denominated in USD,
Management has been monitoring the rental market decoupling from
the USD and switching to the UAH, which entails significant FX
risks for the Group in the future. Management monitors the exchange
rate fluctuations on a continuous basis and acts accordingly, by
limiting net exposures to a few days to 2 months. It should be
noted that the current political uncertainty in Ukraine, and the
currency devaluation may affect the Group's income streams
indirectly also through affecting the financial condition of the
tenants of the Group's properties their solvency and their income
generating capacity.
Management is monitoring foreign exchange fluctuations closely
and acts accordingly. Following the disposal of the Terminal
Brovary Logistics beginning of the year the Group's presence in
Ukraine in terms of Gross Asset Value has been reduced to 11% and
as a result the group's exposure to Ukrainian risks has been
minimized.
5.1.7 Capital risk management
The Group manages its capital to ensure that it will be able to
continue as a going concern while maximizing the return to
shareholders through the optimization of the debt and equity
balance. The Group's core strategy is described in Note 39.1 of the
condensed consolidated interim financial statements.
5.1.8 Compliance risk
Compliance risk is the risk of financial loss, including fines
and other penalties, which arises from non--compliance with laws
and regulations of each country the Group is present as well as
from the stock exchange where the Company is listed. Although the
Group is trying to limit such risk, the uncertain environment in
which it operates in various countries increases the complexities
handled by Management.
5.1.9 Litigation risk
Litigation risk is the risk of financial loss, interruption of
the Group's operations or any other undesirable situation that
arises from the possibility of non--execution or violation of legal
contracts and consequentially of lawsuits. The risk is restricted
through the contracts used by the Group to execute its operations
.
5.1.10 Insolvency risk
Insolvency arises from situations where a company may not meet
its financial obligations towards a lender as debts become due.
Addressing and resolving any insolvency issues is usually a slow
moving process in the Region. Management is closely involved in
discussions with creditors when/if such cases arise in any
subsidiary of the Company aiming to effect alternate repayment
plans including debt repayment so as to minimize the effects of
such situations on the Group's asset base.
5.2. Operational risk
Operational risk is the risk that derives from the deficiencies
relating to the Group's information technology and control systems
as well as the risk of human error and natural disasters. The
Group's systems are evaluated, maintained and upgraded
continuously.
5.3. Fair value estimation
The fair values of the Group's financial assets and liabilities
approximate their carrying amounts at 31 December 2016.
6. Investment in subsidiaries
The Company has direct and indirect holdings in other companies,
collectively called the Group, that were included in the condensed
consolidated interim financial statements, and are detailed
below:
Holding %
---------------------------- ---------- ---------------- ------------------------------
Name Country Related as at as at as at
Asset 30 June 31 Dec 30 June
2017 2016 2016
---------------------------- ---------- ---------------- --------- -------- ---------
SC SECURE Capital
Ltd Cyprus 100 100 100
---------------------------- ---------------------------- --------- -------- ---------
Terminal
Brovary
SL SECURE Logistics Logistics
Ltd Cyprus Park 0 100 100
---------------------------- ---------- ---------------- --------- -------- ---------
LLC Aisi Brovary Ukraine 0 100 100
---------------------------- ---------------------------- --------- -------- ---------
LLC Terminal
Brovary Ukraine 0 100 100
---------------------------- ---------------------------- --------- -------- ---------
Kiyanovskiy
LLC Aisi Ukraine Ukraine Residence 100 100 100
---------------------------- ---------- ---------------- --------- -------- ---------
LLC Retail Development
Balabino Ukraine 100 100 100
---------------------------- ---------------------------- --------- -------- ---------
LLC Trade Center Ukraine 100 100 100
---------------------------- ---------------------------- --------- -------- ---------
Tsymlianskiy
LLC Almaz--press--Ukrayina Ukraine Residence 55 55 55
---------------------------- ---------- ---------------- --------- -------- ---------
Bela Logistic
LLC Aisi Bela Ukraine Center 100 100 100
---------------------------- ---------- ---------------- --------- -------- ---------
Zaporizhia
LLC Interterminal Ukraine Retail Center 100 100 100
---------------------------- ---------- ---------------- --------- -------- ---------
LLC Aisi Ilvo Ukraine 100 100 100
---------------------------- ---------------------------- --------- -------- ---------
Innovations
Myrnes Innovations Logistics
Park Ltd Cyprus Park 100 100 100
---------------------------- ---------- ---------------- --------- -------- ---------
Best Day Real
Estate SRL Romania 100 100 100
---------------------------- ---------------------------- --------- -------- ---------
Yamano Holdings EOS Business
Ltd Cyprus Park 100 100 100
---------------------------- ---------- ---------------- --------- -------- ---------
Secure Property
Development
and Investment
Srl Romania 100 100 100
---------------------------- ---------------------------- --------- -------- ---------
N-E Real Estate
Park First Phase
Srl Romania 100 100 100
---------------------------- ---------------------------- --------- -------- ---------
Victini Holdings
Ltd Cyprus GED Logistics 100 100 100
---------------------------- ---------- ---------------- --------- -------- ---------
SPDI Logistics
S.A. Greece 100 100 100
---------------------------- ---------------------------- --------- -------- ---------
Zirimon Properties
Ltd Cyprus Delea Nuova 100 100 100
---------------------------- ---------- ---------------- --------- -------- ---------
Bluehouse Accession Praktiker
Project IX Ltd Cyprus Craiova 100 100 100
---------------------------- ---------- ---------------- --------- -------- ---------
Bluehouse Accession
Project IV Ltd Cyprus 100 100 100
---------------------------- ---------------------------- --------- -------- ---------
Bluebigbox 3
Srl Romania 100 100 100
---------------------------- ---------------------------- --------- -------- ---------
SPDI Real Estate Romania Kindergarten 50 - -
SRL
---------------------------- ---------- ---------------- --------- -------- ---------
SEC South East
Continent Unique
Real Estate
Investments
II Ltd Cyprus 100 100 100
---------------------------- ---------------------------- --------- -------- ---------
SEC South East
Continent Unique
Real Estate
(Secured) Investments
Ltd Cyprus 100 100 100
---------------------------- ---------------------------- --------- -------- ---------
Residential
Diforio Holdings and Land
Ltd Cyprus portfolio 100 100 100
---------------------------- ---------- ---------------- --------- -------- ---------
Demetiva Holdings
Ltd Cyprus 100 100 100
---------------------------- ---------------------------- --------- -------- ---------
Ketiza Holdings
Ltd Cyprus 90 90 90
---------------------------- ---------------------------- --------- -------- ---------
Frizomo Holdings
Ltd Cyprus 100 100 100
---------------------------- ---------------------------- --------- -------- ---------
SecMon Real
Estate SRL Romania 100 100 100
---------------------------- ---------------------------- --------- -------- ---------
SecVista Real
Estate SRL Romania 100 100 100
---------------------------- ---------------------------- --------- -------- ---------
SecRom Real
Estate SRL Romania 100 100 100
---------------------------- ---------------------------- --------- -------- ---------
Ketiza Real
Estate SRL Romania 90 90 90
---------------------------- ---------------------------- --------- -------- ---------
Edetrio Holdings
Ltd Cyprus 100 100 100
---------------------------- ---------------------------- --------- -------- ---------
Emakei Holdings
Ltd Cyprus 100 100 100
---------------------------- ---------------------------- --------- -------- ---------
RAM Real Estate
Management Ltd Cyprus 50 50 50
---------------------------- ---------------------------- --------- -------- ---------
Iuliu Maniu
Ltd Cyprus 45 45 45
---------------------------- ---------------------------- --------- -------- ---------
Moselin Investments
srl Romania 45 45 45
---------------------------- ---------------------------- --------- -------- ---------
Rimasol Enterprises
Ltd Cyprus 44,24 44,24 44,24
---------------------------- ---------------------------- --------- -------- ---------
Rimasol Real
Estate Srl Romania 44,24 44,24 44,24
---------------------------- ---------------------------- --------- -------- ---------
Ashor Ventures
Ltd Cyprus 44,24 44,24 44,24
---------------------------- ---------------------------- --------- -------- ---------
Ashor Development
Srl Romania 44,24 44,24 44,24
---------------------------- ---------------------------- --------- -------- ---------
Jenby Ventures
Ltd Cyprus 44,30 44,30 44,30
---------------------------- ---------------------------- --------- -------- ---------
Jenby Investments
Srl Romania 44,30 44,30 44,30
---------------------------- ---------------------------- --------- -------- ---------
Ebenem Ltd Cyprus 44,30 44,30 44,30
---------------------------- ---------------------------- --------- -------- ---------
Ebenem Investments
Srl Romania 44,30 44,30 44,30
---------------------------- ---------------------------- --------- -------- ---------
Sertland Properties
Ltd Cyprus 100 100 100
---------------------------- ---------------------------- --------- -------- ---------
Boyana Residence
ood Bulgaria 100 100 100
---------------------------- ---------------------------- --------- -------- ---------
Mofben Investments
Ltd Cyprus 100 100 100
---------------------------- ---------------------------- --------- -------- ---------
Delia Lebada
Invest srl Romania 65 65 65
---------------------------- ---------------------------- --------- -------- ---------
SPDI Management
SRL Romania 100 100 100
---------------------------- ---------------------------- --------- -------- ---------
7. Income
Income for the period ended 30 June 2017 represents:
a) rental income as well as service charges and utilities income
collected from tenants as a result of the rental agreements
concluded with tenants of the Innovations Logistics Park (Romania),
EOS Business Park (Romania), Praktiker Craiova (Romania), and GED
Logistics (Greece),
b) income from the sale of electricity by GED Logistics to the Greek grid,
c) rental income and service charges by tenants of the Residential Portfolio, and;
d) income from third parties and /or partners for managing real estate properties.
30 June 30 June
2017 2016
-------------------------------------- ---------- ----------
EUR EUR
-------------------------------------- ---------- ----------
Rental income 1.609.640 2.345.038
-------------------------------------- ---------- ----------
Sale of electricity 162.806 164.607
-------------------------------------- ---------- ----------
Service charges and utilities income 93.335 152.911
-------------------------------------- ---------- ----------
Service and property management 1.047.728 -
income
-------------------------------------- ---------- ----------
Total income 2.913.509 2.662.556
-------------------------------------- ---------- ----------
55% of the rental income reduction on a comparable basis results
from the sale of Terminal Brovary in Ukraine while the rest is due
to the income lost from Nestle pursuant to the agreement for early
termination of rental contract at Innovation Logistics Park.
Occupancy rates in the various income producing assets of the
Group as at 30 June 2017 were as follows:
Income producing assets
------------------------------------------------------
% 30 June 30 June
2017 2016
----------------------- --------- -------- --------
EOS Business Park Romania 100% 100%
----------------------- --------- -------- --------
Innovations Logistics
Park Romania 60% 87%
----------------------- --------- -------- --------
GED Logistics Greece 100% 100%
----------------------- --------- -------- --------
Terminal Brovary
Logistics Park Ukraine sold 100%
----------------------- --------- -------- --------
Praktiker Craiova Romania 100% 100%
----------------------- --------- -------- --------
8. Asset operating expenses
The Group incurs expenses related to the proper operation and
maintenance of all the income generating properties in Kiev,
Bucharest, Athens, Sofia and Craiova. A part of these expenses is
recovered from the tenants through the rental agreements (Note
7).
30 June 30 June
2017 2016
----------------------------------- ---------- ----------
EUR EUR
----------------------------------- ---------- ----------
Property related taxes (139.949) (121.707)
----------------------------------- ---------- ----------
Utilities (59.892) (97.170)
----------------------------------- ---------- ----------
Property management fees (59.951) (72.376)
----------------------------------- ---------- ----------
Repairs and technical maintenance (47.042) (26.581)
----------------------------------- ---------- ----------
Property security (24.863) (21.194)
----------------------------------- ---------- ----------
Property insurance (23.612) (25.965)
----------------------------------- ---------- ----------
Land Leasing expenses (6.299) (25.189)
----------------------------------- ---------- ----------
Total (361.608) (390.182)
----------------------------------- ---------- ----------
Property related taxes reflect local taxes related to land and
building properties (in the form of land taxes, building taxes,
garbage fees, etc).
Property Management fees relate to Property Management
Agreements for Innovation Logistics Park and Praktiker Craiova with
third party managers outsourcing the related services.
9. Administration Expenses
30 June 30 June
2017 2016
---------------------------------------- ------------ ------------
EUR EUR
---------------------------------------- ------------ ------------
Salaries and Wages (438.066) (480.484)
---------------------------------------- ------------ ------------
Legal fees (69.498) (44.123)
---------------------------------------- ------------ ------------
Advisory fees (133.875) (169.548)
---------------------------------------- ------------ ------------
Corporate registration and maintenance
fees (105.006) (89.765)
---------------------------------------- ------------ ------------
Travelling and other office expenses (71.586) (78.148)
---------------------------------------- ------------ ------------
Audit and accounting fees (66.781) (74.758)
---------------------------------------- ------------ ------------
Public entity expenses (84.549) (67.166)
---------------------------------------- ------------ ------------
Depreciation/Amortization charge (27.012) (24.162)
---------------------------------------- ------------ ------------
Sundry expenses (95.310) (150.019)
---------------------------------------- ------------ ------------
Total Administration Expenses (1.091.683) (1.178.173)
---------------------------------------- ------------ ------------
Salaries and wages include the remuneration of the CEO, the CFO,
the Group Commercial Director, the Group Investment Director and
the Country Managers of Ukraine and Romania, as well as the salary
cost of personnel employed in the region.
Legal fees represent legal expenses incurred by the Group in
relation to asset operations (rentals, sales etc), ongoing legal
cases in Ukraine, debt restructurings as well as its compliance
with AIM listing.
Advisory fees are mainly related to outsourced man power on the
basis of advisory contracts, capital raising advisory expenses and
marketing expenses incurred by the Group.
Audit and accounting expenses includes the audit fees and
accounting fees for the Company and all the subsidiaries.
Public entity expenses include fees paid to the London Stock
Exchange (LSE) and the Nominated Advisor of the Company as well as
other expenses related to the listing of the Company.
Sundry expenses include rent expenses for offices, marketing
expenses and security expenses for offices and all other general
expenses for Cypriot, Romanian, Ukrainian, Bulgarian and Greek
operations.
During 2016 the BoD decided not to receive any remuneration
starting from 2017.
10. Valuation gains /(losses) from investment properties
Following the Group's accounting policy which prescribes the
yearly valuation of the investment properties the Group did not
perform valuation its assets as of 30 June 2017. At the same time,
the Group adopted the decision to keep the value of its investment
property at the same level as it was defined as of 31 December 2016
in the currencies in which the valuation was performed (EUR for
Romanian subsidiaries and USD for Ukrainian ones). Since during the
1H 2017 the functional currencies of the Romanian and Ukrainian
subsidiaries changed their value against EUR and USD, respectively,
the resulting effect was recognized as the valuation gain/loss in
the consolidated financial statements.
Valuation gains /(losses) from investment property for the six
month reporting period, excluding foreign exchange translation
differences which are incorporated in the table of Note 16, are
presented in the table below.
Property Name Valuation gains/(losses)
--------------------------------- ---------------------------
30 June 30 June
2017 2016
--------------------------------- -------------- -----------
EUR EUR
--------------------------------- -------------- -----------
Terminal Brovary Logistics Park - 349.332
--------------------------------- -------------- -----------
Bela Logistic Center (157.983) 145.991
--------------------------------- -------------- -----------
Kiyanovskiy Lane (104.328) 91.243
--------------------------------- -------------- -----------
Tsymlianskiy Lane (32.789) 28.677
--------------------------------- -------------- -----------
Balabino Lane (47.693) 44.318
--------------------------------- -------------- -----------
Rozny Lane (86.887) (23.125)
--------------------------------- -------------- -----------
Innovations Logistics Park 31.039 -
--------------------------------- -------------- -----------
EOS Business Park 19.357 -
--------------------------------- -------------- -----------
Residential Portfolio 12.345 -
--------------------------------- -------------- -----------
Green Lake 50.563 -
--------------------------------- -------------- -----------
Pantelimon Lake 13.714 -
--------------------------------- -------------- -----------
Praktiker Craiova 21.163 -
--------------------------------- -------------- -----------
GED Logistics (100.000) -
--------------------------------- -------------- -----------
Total (381.499) 636.436
--------------------------------- -------------- -----------
11. Gain/(Loss) from disposal of properties
During the reporting period the Group progressed with selling
properties classified under either Investment Property (Romanian
residential assets) or Inventory (Bulgarian residential assets),
designated as non-core assets. The proceeds from sale of apartments
and parking spaces minus the cost of assets sold, representing the
fair value of the previous year of the apartments and parking
spaces sold during the period is presented below.
11.a Inventory
30 June 30 June
2017 2016
---------------------------------------- ---------- ----------
EUR EUR
---------------------------------------- ---------- ----------
Income from sale of inventory 171.834 610.780
---------------------------------------- ---------- ----------
Cost of inventory (Note 21) (215.708) (902.636)
---------------------------------------- ---------- ----------
Gain/(Loss) from disposal of inventory (43.874) (291.856)
---------------------------------------- ---------- ----------
In H1-2017, the Group sold 3 apartments in Bulgaria while in
H1-2016 sold 11 apartments (and 4 parking spaces).
11.b Investment property
A large part of sold properties during H1 2016 represent the
bulk sale of all the apartments held by the Group at the Linda
Residence project. This sale resulted in EUR660.000 of income vs
the carrying value of EUR1.014.000 reflecting the 2015 stated fair
value. During the sale process the financing bank agreed to provide
a discount of EUR324.695 against the one off repayment of the
associated debt (Note 13). The net cash proceeds from the sale were
EUR450k. In H1-2017, the Group sold 2 apartments in Romania while
in H1-2016 29 apartments (and 20 parking spaces).
30 June 30 June
2017 2016
----------------------------------------- ---------- ------------
EUR EUR
----------------------------------------- ---------- ------------
Income from sale of investment property 135.393 1.627.761
----------------------------------------- ---------- ------------
Cost of investment property (Note (130.762) (2.083.859)
16.2)
----------------------------------------- ---------- ------------
Gain/(Loss) from disposal of investment
property 4.631 (456.098)
----------------------------------------- ---------- ------------
12. Other operating income/ (expenses), net
30 June 30 June
2017 2016
----------------------------------------- -------- ---------
EUR EUR
----------------------------------------- -------- ---------
Accounts payable write off 1.250 -
----------------------------------------- -------- ---------
Provision for impairment of prepayments 4.390 -
and other current assets
----------------------------------------- -------- ---------
Other income 5.640 -
----------------------------------------- -------- ---------
Impairment - (772)
----------------------------------------- -------- ---------
Penalties (1.584) (8.814)
----------------------------------------- -------- ---------
Other expenses (4.721) (8.240)
----------------------------------------- -------- ---------
Other expenses (6.305) (17.826)
----------------------------------------- -------- ---------
Total (665) (17.826)
----------------------------------------- -------- ---------
13. Finance costs and income
30 June 30 June
2017 2016
------------------------------------- -------- --------
EUR EUR
------------------------------------- -------- --------
Finance income
------------------------------------- -------- --------
Interest income from non-bank loans
(Note 36.1) 4.645 38.041
------------------------------------- -------- --------
Bank Loan written off (Note 28) - 324.695
------------------------------------- -------- --------
Bank interest income 1.754 400
------------------------------------- -------- --------
Other finance income 3.442 -
------------------------------------- -------- --------
Total finance income 9.841 363.136
------------------------------------- -------- --------
Finance costs
----------------------------------- ------------ ------------
Borrowing interest expenses (715.065) (1.320.634)
----------------------------------- ------------ ------------
Finance leasing interest expenses (268.126) (269.398)
----------------------------------- ------------ ------------
Finance charges and commissions (41.510) (72.070)
----------------------------------- ------------ ------------
Other finance expenses - (97.048)
----------------------------------- ------------ ------------
Total finance costs (1.024.701) (1.759.150)
----------------------------------- ------------ ------------
Net finance result (1.014.860) (1.396.014)
----------------------------------- ------------ ------------
Interest income from non-bank loans represents interest
receivable from loans to associate (in 2016 was included also
interest income from Autounion, Available for sale investment,
which was disposed in H2 2016).
Bank Loan written off represents a debt amount written off
following completion of the bulk sale of the of Linda Residence
properties (Note 28).
Borrowing interest expense represents interest expense charged
on bank and non-bank borrowings (Note 28). The reduction reflects
the disposal of Terminal Brovary asset together with the associated
EBRD loan.
Finance leasing interest expenses relate to the sale and lease
back agreements of the Group (Note 32).
Finance charges and commissions include regular banking
commissions, and various fees paid to the banks.
Other finance expenses mainly represent the penalties that
Piraeus Leasing charged to Best Day SRL for overdue installments
during the period when the Company and Nestle were trying to get
Piraeus Leasing agreeing on the early termination.
14. Foreign exchange profit / (losses)
a. Foreign exchange loss - non realised
Foreign exchange losses (non-realised) resulted from the loans
and/or payables/receivables denominated in non EUR currencies when
translated in EUR. The exchange loss from continuing operations for
the period ended 30 June 2017 amounted to EUR1.733.039 (30 June
2016: loss EUR98.818).
b. Exchange difference on intercompany loans to foreign holdings
The intercompany loans provided by SC Secure Capital Limited to
Ukrainian subsidiaries (Note 36.3) incurred an aggregate
non-realized exchange loss of EUR37.567.055, due to the UAH
devaluation which took place from the date of acquisitions (in
2006). Under the IAS 21 paragraph 48, when a foreign operation is
disposed of, the cumulative amount of the exchange differences
recognized in other comprehensive income and accumulated in the
separate component of equity relating to that foreign operation
shall be recognized in profit or loss upon disposal.
15. Income Tax Expense
30 June 30 June
2017 2016
---------------------------------------- --------- ---------
EUR EUR
---------------------------------------- --------- ---------
Current income and defense tax expense (21.085) (45.507)
---------------------------------------- --------- ---------
Taxes (21.085) (45.507)
---------------------------------------- --------- ---------
For period ended 30 June 2017, the corporate income tax rate for
the Company's subsidiaries are as follows: in Ukraine 19%, in
Romania 16%, in Greece 29% and in Bulgaria 10%. The corporate tax
that is applied to the qualifying income of the Company and its
Cypriot subsidiaries is 12,5%.
16. Investment Property
16.1 Investment Property Holdings
Investment Property consists of the following assets:
Income Producing Assets
-- GED Logistics is a logistics park comprising 17.756 gross
leasable sqm. It is fully let to the German multinational
transportation and logistics company, Kuehne + Nagel (70%) and to a
Greek commercial company trading electrical appliances GE Dimitriou
SA (30%). On the roof of the warehouse there is a 1MW photovoltaic
park installed with the electricity generated being sold to Greek
Electric Grid on a long term contract.
-- EOS Business Park is a 3.386 sqm gross leasable area and a
Class A office Building in Bucharest, which is currently fully let
to Danone Romania. EOS Business Park was acquired by the Group in
October 2014.
-- Praktiker Craiova, a DIY retail property was acquired by the
Group in July 2015. It is situated in a prime location in Craiova,
Romania and it is fully let to Praktiker, a regional DIY retailer.
The property has a gross leasble area of 9.385 sqm and is 100%
rented until 2025.
-- Innovations Logistic Park is a 16.570 sqm gross leasable area
logistics park located in Clinceni in Bucharest, which benefits
from being on the Bucharest ring road. Its construction was tenant
specific, was completed in 2008 and is separated in four
warehouses, two of which offer cold storage (freezing temperature),
the total area of which is 6.395 sqm. Innovations was acquired by
the Group in May 2014 and was 60% leased at the end of the
reporting period.
-- Terminal Brovary Logistics Park consists of a 49.180 sqm
gross leasable Class A warehouse and associated office space,
situated on the junction of the main Kiev - Moscow highway and the
Borispil road. The Company sold the asset at the end of January
2017, generating a net cash inflow of over US$3m.
-- During the period the Company proceeded with an internal
reorganization and the Kindergarten of GreenLake which was under
the ownership of its associate Green Lake Development Srl was
acquired by a separate entity (SPDI Real Estate). The Kindergaden
is fully let to one of Bucharest's leading private schools and
produces an annual rent inflow of EUR115.000.
Residential Assets
-- The Company owns a residential portfolio, consisting at the
end of the reporting period of partly let and income producing 67
apartments and villas across four separate complexes located in
different residential areas of Bucharest (Residential portfolio:
Romfelt, Monaco, Blooming House, Green Lake Residential: Green Lake
Parcel K). The Group acquired the portfolio partly in August 2014
and partly in May 2015 (Note 18) and in May 2016 proceeded in full
divestment from Linda Residences. The aggregate residential
portfolio is 35% let at the end of the reporting period.
Land Assets
-- Bela Logistic Center is a 22,4 Ha plot in Odessa situated on
the main highway to Kiev. Following the issuance of permits in
2008, below ground construction for the development of a 103.000
sqm GBA logistic center commenced. Construction was put on hold in
2009.
-- Kiyanovskiy Lane consists of four adjacent plots of land,
totaling 0,55 Ha earmarked for a residential development,
overlooking the scenic Dnipro River, St. Michael's Spires and
historic Podil neighborhood. Beginning of July 2017 the Company
announced the conditional sale of its Kiyanovski land asset to
Riverside Developments ('Riverside'), a large Ukrainian developer,
for a price to be finally determined at closing but will be in
excess of US$3 million (which reflects approximately the valuation
at the year-end accounts) (Note 40.2).
-- Tsymlianskiy 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.
-- Rozny Lane is a 42 Ha land plot located in Kiev Oblast,
destined for the development of a residential complex. It has been
registered under the Group pursuant to a legal decision in
2015.
-- Balabino project is a 26,38 Ha plot of land situated on the
south entrance of Zaporizhia, a city in the south of Ukraine with a
population of 800.000 people. Balabino is zoned for retail and
entertainment development.
-- Green Lake land is a 40.360 sqm plot and is adjacent to the
Green Lake part of the Company's residential portfolio, which is
classified under Investments in Associates (Note 18). It is
situated in the northern part of Bucharest on the bank of Grivita
Lake in Bucharest. SPDI owns 44% of these plots, but has effective
management control.
-- Pantelimon Lake consists of a 40.000 sqm plot of land in east
Bucharest situated on the shore of Pantelimon Lake, opposite to a
famous Romanian hotel, the Lebada Hotel. The construction permit,
which allows for 54.000 sqm residential space to be built, has been
renewed. Beginning of July 2017 the plot was disposed and the
associated debt was settled and following completion of the
disposal the Company will retain a 5% interest in the
Special-Purpose Vehicle ("SPV") which will hold the land asset post
disposal debt free (Note 40.1).
-- Boyana Land: The complex of Boyana Residence includes
adjacent land plots with building permits to develop gross
buildable area of 21,851 sqm .
16.2 Investment Property Movement during the reporting
period
The table below presents a reconciliation of the Fair Value
movements of the investment property during the reporting period
broken down by property and by local currency vs. reporting
currency.
30 June 2017 Fair Value Asset Value at
(EUR) movements the Beginning of
the period or at
Acquisition/Transfer
date
------------------------------ ----------- -------------------------- ------------- ---------------------------------------
Asset Type Carrying Foreign Fair Disposals Transfer Additions Carrying
Name amount exchange value 30/06/2017 from 30/06/2017 amount
30/06/2017 translation gain/(loss) prepayments as at
difference based made 31/12/2016
(a) on local for
currency investments
valuations
(b)
--------------- ------------- ----------- ------------ ------------ ------------- ------------ ----------- ------------
Terminal Warehouse - - - (14.900.000) - - 14.900.000
Brovary
Logistics
Park
--------------- ------------- ----------- ------------ ------------ ------------- ------------ ----------- ------------
Bela
Logistic
Center Land 4.644.234 (225.769) (157.983) - - - 5.027.986
--------------- ------------- ----------- ------------ ------------ ------------- ------------ ----------- ------------
Kiyanovskiy
Lane Land 3.066.946 (149.094) (104.328) - - - 3.320.368
--------------- ------------- ----------- ------------ ------------ ------------- ------------ ----------- ------------
Tsymlianskiy
Lane Land 963.898 (46.857) (32.789) - - - 1.043.544
--------------- ------------- ----------- ------------ ------------ ------------- ------------ ----------- ------------
Balabino Land 1.402.033 (68.157) (47.693) - - - 1.517.883
--------------- ------------- ----------- ------------ ------------ ------------- ------------ ----------- ------------
Rozny Land 1.051.525 - (86.887) - - - 1.138.412
Lane
--------------- ------------- ----------- ------------ ------------ ------------- ------------ ----------- ------------
Total
Ukraine 11.128.636 (489.877) (429.680) (14.900.000) - - 26.948.193
------------------------------ ----------- ------------ ------------ ------------- ------------ ----------- ------------
Innovations
Logistics
Park Warehouse 11.000.000 (31.039) 31.039 - - - 11.000.000
--------------- ------------- ----------- ------------ ------------ ------------- ------------ ----------- ------------
EOS Business
Park Office 6.860.000 (19.357) 19.357 - - - 6.860.000
--------------- ------------- ----------- ------------ ------------ ------------- ------------ ----------- ------------
Residential
portfolio Residential 4.244.238 (12.345) 12.345 (130.762) - - 4.375.000
--------------- ------------- ----------- ------------ ------------ ------------- ------------ ----------- ------------
Green
Lake Land 17.919.000 (50.563) 50.563 - - - 17.919.000
--------------- ------------- ----------- ------------ ------------ ------------- ------------ ----------- ------------
Pantelimon
Lake Land 4.860.000 (13.714) 13.714 - - - 4.860.000
--------------- ------------- ----------- ------------ ------------ ------------- ------------ ----------- ------------
Praktiker
Craiova Retail 7.500.000 (21.163) 21.163 - - - 7.500.000
--------------- ------------- ----------- ------------ ------------ ------------- ------------ ----------- ------------
GreenLake Commercial 1.265.000 - - - - 1.265.000 -
-kindergarten
--------------- ------------- ----------- ------------ ------------ ------------- ------------ ----------- ------------
Total
Romania 53.648.238 (148.181) 148.181 (130.762) - 1.265.000 52.514.000
------------------------------ ----------- ------------ ------------ ------------- ------------ ----------- ------------
Boyana Land 4.720.000 - - - - - 4.720.000
--------------- ------------- ----------- ------------ ------------ ------------- ------------ ----------- ------------
Total 4.720.000 - - - - - 4.720.000
Bulgaria
--------------- ------------- ----------- ------------ ------------ ------------- ------------ ----------- ------------
GED Logistics Warehouse 16.500.000 - (100.000) - - 100.000 16.500.000
--------------- ------------- ----------- ------------ ------------ ------------- ------------ ----------- ------------
Total
Greece 16.500.000 - (100.000) - - 100.000 16.500.000
------------------------------ ----------- ------------ ------------ ------------- ------------ ----------- ------------
Total 85.996.874 (638.058) (381.499) (15.030.762) - 1.365.000 100.682.193
------------------------------ ----------- ------------ ------------ ------------- ------------ ----------- ------------
30 June 2016 Fair Value Asset Value at
(EUR) movements the Beginning of
the period or at
Acquisition/Transfer
date
----------------------------- ----------- -------------------------- ------------ --------------------------------------
Asset Type Carrying Foreign Fair Disposals Transfer Additions Carrying
Name amount exchange value from 2015 amount
30/06/2016 translation gain/(loss) prepayments as at
difference based made 31/12/2015
(a) on local for
currency investments
valuations
(b)
-------------- ------------- ----------- ------------ ------------ ------------ ------------ ---------- ------------
Terminal
Brovary
Logistics
Park Warehouse 12.069.897 (543.759) 349.332 - - - 12.264.324
-------------- ------------- ----------- ------------ ------------ ------------ ------------ ---------- ------------
Bela Logistic
Center Land 5.044.136 (227.244) 145.991 - - - 5.125.389
-------------- ------------- ----------- ------------ ------------ ------------ ------------ ---------- ------------
Kiyanovskiy
Lane Land 3.152.586 (142.025) 91.243 - - - 3.203.368
-------------- ------------- ----------- ------------ ------------ ------------ ------------ ---------- ------------
Tsymlianskiy
Lane Land 990.812 (44.637) 28.677 - - - 1.006.772
-------------- ------------- ----------- ------------ ------------ ------------ ------------ ---------- ------------
Balabino Land 1.531.256 (68.984) 44.318 - - - 1.555.922
-------------- ------------- ----------- ------------ ------------ ------------ ------------ ---------- ------------
Rozny Land 1.170.960 - (23.125) 1.194.085
Lane
-------------- ------------- ----------- ------------ ------------ ------------ ------------ ---------- ------------
Total 23.959.647 (1.026.649) 636.436 - - - 24.349.860
Ukraine
----------------------------- ----------- ------------ ------------ ------------ ------------ ---------- ------------
Overall (390.213) - - -
change
in Ukraine
----------------------------- ----------- -------------------------- ------------ ------------ ---------- ------------
Innovations Warehouse 14.400.000 - - - - - 14.400.000
Logistics
Park
-------------- ------------- ----------- ------------ ------------ ------------ ------------ ---------- ------------
EOS Business Office 6.550.000 - - - - - 6.550.000
Park
-------------- ------------- ----------- ------------ ------------ ------------ ------------ ---------- ------------
Residential Residential 4.638.141 - - (2.083.859) - - 6.722.000
portfolio
-------------- ------------- ----------- ------------ ------------ ------------ ------------ ---------- ------------
Green Land 17.932.000 - - - - - 17.932.000
Lake
-------------- ------------- ----------- ------------ ------------ ------------ ------------ ---------- ------------
Pantelimon Land 5.812.000 - - - - - 5.812.000
Lake
-------------- ------------- ----------- ------------ ------------ ------------ ------------ ---------- ------------
Praktiker Retail 7.200.000 - - - - - 7.200.000
Craiova
-------------- ------------- ----------- ------------ ------------ ------------ ------------ ---------- ------------
Total 56.532.141 - - (2.083.859) - - 58.616.000
Romania
----------------------------- ----------- ------------ ------------ ------------ ------------ ---------- ------------
GED Logistics Warehouse 16.500.000 - - - - - 16.500.000
-------------- ------------- ----------- ------------ ------------ ------------ ------------ ---------- ------------
Total 16.500.000 - - - - - 16.500.000
Greece
----------------------------- ----------- ------------ ------------ ------------ ------------ ---------- ------------
Total 96.991.788 (1.026.649) 636.436 (2.083.859) - - 99.465.860
----------------------------- ----------- ------------ ------------ ------------ ------------ ---------- ------------
16.3 Investment Property Valuations per asset
The table below presents the values of the individual assets as
appraised by the 2016 appointed valuer.
Asset Name Description/ Principal Related Companies Carrying amount
Location Operation as at (EUR)
-------------- ------------- ------------- ------------------ ------------------------
30 June 31 Dec
2017 2016
-------------- ------------- ------------- ------------------ ----------- -----------
Terminal Brovary, Warehouse LLC TERMINAL - 14.900.000
Brovary Kiev oblast BROVARY
Logistics LLC AISI BROVARY
Park SL LOGISTICS
LIMITED
-------------- ------------- ------------- ------------------ ----------- -----------
Bela Logistic Odesa Land and LLC AISI BELA 4.644.234 5.027.986
Center Development
Works for
Warehouse
-------------- ------------- ------------- ------------------ ----------- -----------
Kiyanovskiy Podil, Land for LLC AISI UKRAINE 3.066.946 3.320.368
Lane Kiev City residential
Center development
-------------- ------------- ------------- ------------------ ----------- -----------
Tsymlianskiy Podil, Land for LLC ALMAZ PRES 963.898 1.043.544
Lane Kiev City residential UKRAINE
Center Development
-------------- ------------- ------------- ------------------ ----------- -----------
Balabino Zaporizhia Land for LLC INTERTERMINAL 1.402.033 1.517.883
retail LLC AISI Ilvo
development
-------------- ------------- ------------- ------------------ ----------- -----------
Rozhny Brovary Land for SC Secure Capital 1.051.525 1.138.412
Lane district, residential
Kiev oblast Development
-------------- ------------- ------------- ------------------ ----------- -----------
Total Ukraine 11.128.636 26.948.193
-------------- ------------- ------------- ------------------ ----------- -----------
Innovations Clinceni, Warehouse MYRNES INNOVATIONS 11.000.000 11.000.000
Logistic Bucharest PARK LIMITED
Park BEST DAY REAL
ESTATE SRL
---------------- ----------- -------------- --------------------- ----------- ------------
EOS Business Bucharest Office YAMANO LIMITED 6.860.000 6.860.000
Park building SPDI SRL,
N-E Real Estate
Park First Phase
Srl
---------------- ----------- -------------- --------------------- ----------- ------------
Residential Bucharest Residential Secure Investment 4.244.238 4.375.000
Portfolio apartments II
(53 in Demetiva Limited
total in Diforio Limited
3 complexes) Frizomo Limited
Ketiza Limited
SecRom Srl
SecVista Srl
SecMon Srl
Ketiza Srl
---------------- ----------- -------------- --------------------- ----------- ------------
Green Lake Bucharest Residential Secure Investment 17.919.000 17.919.000
apartments I
(14 in Edetrio Holdings
total) Limited
& Emakei Holdings
land for Limited
residential Iuliu Maniu
development Limited
Ram Real Estate
Management Limited
Moselin Investments
srl
Rimasol Limited
Rimasol Real
Estate Srl
Ashor Ventures
Limited
Ashor Develpoment
Srl
Jenby Ventures
Limited
Jenby Investments
Srl
Ebenem Limited
Ebenem Investments
Srl
---------------- ----------- -------------- --------------------- ----------- ------------
Pantelimon Bucharest Land for Secure Investment 4.860.000 4.860.000
Lake residential I
development Mofben Investments
Limited
Delia Lebada
Invest srl
---------------- ----------- -------------- --------------------- ----------- ------------
Praktiker Craiova Big Box Bluehouse Accession 7.500.000 7.500.000
Craiova retail Project IX
Bluehouse Accession
Project IV
BlueBigBox 3
srl
---------------- ----------- -------------- --------------------- ----------- ------------
GreenLake Bucharest kindergarten SPDI Real Estate 1.265.000 -
- Kindergarten SRL
---------------- ----------- -------------- --------------------- ----------- ------------
Total Romania 53.648.238 52.514.000
---------------- ----------- -------------- --------------------- ----------- ------------
Boyana Sofia Land Boyana Residence 4.720.000 4.720.000
ood,
Sertland Properties
Limited
---------------- ----------- -------------- --------------------- ----------- ------------
Total Bulgaria 4.720.000 4.720.000
---------------- ----------- -------------- --------------------- ----------- ------------
GED Logistics Athens Warehouse Victini Holdings 16.500.000 16.500.000
Limited.
SPDI Logistics
S.A.
---------------- ----------- -------------- --------------------- ----------- ------------
Total Greece 16.500.000 16.500.000
---------------- ----------- -------------- --------------------- ----------- ------------
TOTAL 85.996.874 100.682.193
---------------- ----------- -------------- --------------------- ----------- ------------
16.4 Investment Property analysis
a. Investment Properties
The following assets are presented under Investment Property:
Terminal Brovary (sold during January 2017), Innovations Logistic
park, EOS Business Park, GED Logistics, Praktiker Craiova, the
Residential Portfolio (consisting of apartments in 3 complexes),
Green Lake parcel K and Green Lake kindergarten as well as all the
land assets namely Kiyanovskiy Lane, Tsymlianskiy Lane, Balabino
and Rozny in Ukraine, Pantelimon Lake and Green Lake in Romania as
well as the land in Sofia, Bulgaria (Boyana) which has been
reclassified from Inventory within 2016.
30 June 31 Dec
2017 2016
--------------------------------------- ------------- ------------
EUR EUR
--------------------------------------- ------------- ------------
As at the beginning of the reporting 94.340.471
period 95.654.207
--------------------------------------- ------------- ------------
Acquisitions of investment property -
(Note 16.2) 1.365.000
--------------------------------------- ------------- ------------
Disposal of investment Property (2.481.570)
(Note 16.2) (15.030.762)
--------------------------------------- ------------- ------------
Transfer from Inventory/prepayments 4.686.000
made (Note 16.2) -
--------------------------------------- ------------- ------------
Revaluation gain/(loss) on investment
property (223.517) 613.139
--------------------------------------- ------------- ------------
Translation difference (412.288) (1.503.833)
--------------------------------------- ------------- ------------
As at the end of the reporting period 81.352.640 95.654.207
--------------------------------------- ------------- ------------
b. Investment Properties Under Development
As at 30 June 2017 investment property under development
represents the carrying value of Bela Logistic Center property,
which has reached the +10% construction level completion in late
2008 but it is stopped since then.
30 June 31 Dec
2017 2016
--------------------------------------- ---------- ----------
EUR EUR
--------------------------------------- ---------- ----------
As at the beginning of the reporting
period 5.027.986 5.125.389
--------------------------------------- ---------- ----------
Revaluation on investment property (157.983) 283.654
--------------------------------------- ---------- ----------
Foreign translation difference (225.769) (381.057)
--------------------------------------- ---------- ----------
As at the end of the reporting period 4.644.234 5.027.986
--------------------------------------- ---------- ----------
c. Prepayments made for Investments
From time to time, when the Company acquires a new property, it
may proceed with down payment in order to facilitate such
transactions. Movements of such prepayments are presented below for
six months period of 2017 and 2016.
30 June 31 Dec
2017 2016
--------------------------------------- --------- ----------
EUR EUR
--------------------------------------- --------- ----------
As at the beginning of the reporting
period - 100.000
--------------------------------------- --------- ----------
Transfer to long term receivables
and prepayments of investments (Note
20) - (100.000)
--------------------------------------- --------- ----------
As at the end of the reporting period - -
--------------------------------------- --------- ----------
17. Disposal of subsidiaries
At 27 January 2017 the SL Logistics Group was sold to a 3rd
party for a consideration of USD 3.000.000. The table below shows
the Balance Sheet of the Group at the disposal date.
SL Logistics
Group
EUR
ASSETS
Non-current assets
Investment property 14.900.000
Tangibles and intangibles assets 43.240
Current assets
Prepayments and other current assets 40.740
Cash and cash equivalents 4.693
Total assets 14.988.673
Non-current liabilities
Finance lease liability 235.560
Current liabilities
Borrowings 11.370.804
Trade and other payables 46.366
Deposits from tenants 264.547
Finance lease liability 219
Total liabilities 11.917.496
Net assets disposed 3.071.177
Non-controlling interest -
Net assets acquired attributable to shareholders 3.071.177
Financed by
Cash consideration received 2.849.187
Loss on disposal of subsidiaries (221.990)
In late January 2017 the Group completed the sale transaction of
the Terminal Brovary Logistics Park to Temania Enterprises Ltd
(company related to Rozetka Group). The transaction was concluded
at a Gross Asset Value of over USD 16 (or EUR15) million (before
the deduction of the outstanding EBRD loan, which was transferred
to the buyer, while the SPDI guarantee to EBRD loan was cancelled.
The transaction generated a profit for SPDI of EUR2,7 million,
already included in the 2016 financial statements by way of
presenting the property at a fair value equal to the transaction
value, as well as a cash inflow of more than EUR3million. As part
of the transaction the Group also sold SL SECURE Logisitcs Ltd,
thus transferring its loan towards Terminal Brovary to the
buyer.
The intercompany loans provided by SC Secure Capital Limited to
Terminal Brovary (Note 36.3) incurred an aggregate non-realized
exchange loss of EUR37.567.055, due to the UAH devaluation which
took place from the date of acquisitions (in 2006). Under the IAS
21 paragraph 48, when a foreign operation is disposed of, the
cumulative amount of the exchange differences recognized in other
comprehensive income and accumulated in the separate component of
equity relating to that foreign operation shall be recognized in
profit or loss upon disposal (Note 14b).
18. Investments in associates
30 June 31 Dec
2017 2016
---------------------------------- ---------- ----------
EUR EUR
---------------------------------- ---------- ----------
Cost of investment in associates
at the beginning of the period 5.217.310 4.887.944
---------------------------------- ---------- ----------
Share of profits /(losses) from
associates 173.935 469.248
---------------------------------- ---------- ----------
Dividend Income (231.367) (127.569)
---------------------------------- ---------- ----------
Foreign exchange difference 185.348 (12.313)
---------------------------------- ---------- ----------
Total 5.345.226 5.217.310
---------------------------------- ---------- ----------
Dividend Income reflects dividends received from Delenco srl,
owner of the Delea Nuova building, where the Group maintains a
24,35% participation.
As at 30 June 2017, the Group's interests in its associates and
their summarised financial information, including total assets at
fair value, total liabilities, revenues and profit or loss, were as
follows:
Property Associates Total Total Profit/ Holding Share Country Asset
Name assets liabilities (loss) of profits type
from
associates
---------- -------------- ------------ -------------- -------- -------- ------------ -------- ------------
EUR EUR EUR % EUR
---------- -------------- ------------ -------------- -------- -------- ------------ -------- ------------
Lelar
Holdings
Limited
and S.C.
Delenco
Delea Construct Office
Nuova S.R.L. 25.144.135 (3.196.096) 714.194 24,354% 173.935 Romania building
---------- -------------- ------------ -------------- -------- -------- ------------ -------- ------------
Green Green
Lake Lake
- Phase Development Residential
A Srl 12.466.198 (13.235.565) 62.356 40,35% - Romania assets
---------- -------------- ------------ -------------- -------- -------- ------------ -------- ------------
Total 37.610.333 (16.431.661) 776.550 173.935
-------------------------- ------------ ------------- -------- -------- ------------ -------- ------------
The share of profit from the associate GreenLake Delevopment Srl
was limited up to the interest of the Group in the associate.
19. Tangible and intangible assets
As at 30 June 2017 the intangible assets were composed of the
capitalized expenditure on the Enterprise Resource Planning system
(Microsoft Dynamics-Navision) in the amount of EUR103.193.
Amortization amounting to EUR79.456 was recognized during period as
the system was already in use.
As at 30 June 2017 and 31 December 2016 the tangible non-current
assets mainly consisted of the machinery and equipment used for the
servicing the Group's investment properties in Ukraine and
Romania.
20. Long Term Receivables and prepayments
30 June 31 Dec
2017 2016
---------------------------- -------- --------
EUR EUR
---------------------------- -------- --------
Long term receivable 296.814 251.181
---------------------------- -------- --------
Prepayment for Investments - 100.000
---------------------------- -------- --------
Total 296.814 351.181
---------------------------- -------- --------
Long term receivable mainly includes the cash collateral from
Piraeus Leasing and guarantee deposit from the new tenant in
Innovation Logistic Park.
21. Inventories
30 June 31 Dec
2017 2016
--------------------------------------- ----------- ------------
EUR EUR
--------------------------------------- ----------- ------------
As at the beginning of the reporting 5.028.254 11.300.000
period
--------------------------------------- ----------- ------------
Sale of Inventory (215.704) (1.522.233)
--------------------------------------- ----------- ------------
Transfer to Investment Property - (4.686.000)
--------------------------------------- ----------- ------------
Impairment of inventory - (63.513)
--------------------------------------- ----------- ------------
As at the end of the reporting period 4.812.550 5.028.254
--------------------------------------- ----------- ------------
The residential portfolio in Boyana, Sofia, Bulgaria is
classified as Inventory.
During 2016 after a decision of the Board of Directors of Boyana
to change the initial plan for construction in the land and hold
this land for capital appreciation, EUR4.686.000 which related to
the land that was transferred to Investment Properties (Note 16.2)
and since then is treated under IAS 40.
22. Available for sale financial assets
In Q3-2016, as a result of the vendor (BLUEHOUSE ACCESSION
PROPERTY HOLDINGS III S.A.R.L) of BIGBLUEBOX 3 (Praktiker Craiova)
requesting redemption of the 8.618.997 Secured Redeemable
Convertible Preference Class B Shares ("RCPS"), the Company
transferred, the security, its 20% participation over Autounion to
the said vendor. Although there is a difference appearing as a
liability to the vendor (Note 29), the Group is in negotiation as
to the final settlement amount and the method of payment.
30 June 31 Dec
2017 2016
-------------------------------------- -------- ------------
EUR EUR
-------------------------------------- -------- ------------
As at the beginning of the reporting - 2.783.535
period
-------------------------------------- -------- ------------
Disposal of AFS investment - (2.783.535)
-------------------------------------- -------- ------------
As at the end of the reporting period - -
-------------------------------------- -------- ------------
As a result of Autounion transfer a net loss of EUR206.491 was
recognized in the Group's consolidated statement of comprehensive
income for 2016. The amount reflects the aggregate book value of
20% interest in Autounion EUR2.783.535 plus the assigned loan
including accumulated interest up to the disposal date amounting to
EUR1.968.486 minus the accumulated fair value gain in the amount of
EUR485.529 that was initially recognised in equity and recycled to
the loss of the year as of the disposal date minus a pledged value
of EUR4.060.000. The total remaining liability recognized at the
reporting date to the vendor amounts to EUR2.521.211 (Note 29).
23. Prepayments and other current assets
30 June 31 Dec
2017 2016
----------------------------------------- ---------- ----------
EUR EUR
----------------------------------------- ---------- ----------
Trade and other receivables 1.292.470 992.482
----------------------------------------- ---------- ----------
Loan to associates ( Note 36.4) 268.755 264.110
----------------------------------------- ---------- ----------
Loan receivable from 3(rd) parties 1.500.000 1.000.000
----------------------------------------- ---------- ----------
VAT and other tax receivable 474.570 378.455
----------------------------------------- ---------- ----------
Deferred expenses 204.629 159.866
----------------------------------------- ---------- ----------
Receivables from related parties 192.196 7.284
----------------------------------------- ---------- ----------
Allowance for impairment of prepayments
and other current assets (23.769) (23.836)
----------------------------------------- ---------- ----------
Total 3.908.851 2.778.361
----------------------------------------- ---------- ----------
Trade and other receivables mainly include receivables from
tenants (including the Greek electricity grid administrator) and
prepayments made for services.
Loan to associates reflects a loan receivable from Green Lake
Development SRL, holding company of Green Lake Phase A.
Loan receivable from 3(rd) party represents an amount provided
as an advance payment for acquiring a participation into an
investment property and has a maturity date 30 June 2018.
VAT receivable represent VAT which is refundable in Romania
Cyprus and Ukraine.
Deferred expenses mainly represent legal, advisory, consulting
and marketing expenses related to ongoing share capital increase
and due diligence expenses related to the possible acquisition of
investment properties in the near future.
Receivable from related parties mainly includes dividend
receivable from Delenco srl which amounts to EUR121.772, an
associate company, decided in July/ August 2017 but not yet
received and the remaining represents loan receivable from
affiliated entities.
24. Cash and cash equivalents
Cash and cash equivalents represent liquidity held at banks.
EUR 30 June 31 Dec
2017 2016
------------------------ ---------- ----------
EUR EUR
------------------------ ---------- ----------
Cash with banks in USD 190.470 17.670
------------------------ ---------- ----------
Cash with banks in EUR 1.186.694 152.742
------------------------ ---------- ----------
Cash with banks in UAH 704 31.744
------------------------ ---------- ----------
Cash with banks in RON 443.993 1.319.686
------------------------ ---------- ----------
Cash with banks in BGN 2.172 179.165
------------------------ ---------- ----------
Cash equivalents 28.513 -
------------------------ ---------- ----------
Total 1.852.546 1.701.007
------------------------ ---------- ----------
25. Share capital
Number of Shares
30 June 2017 31 Dec 2016
------------------------------------------------- ------------- ------------
Authorised
------------------------------------------------- ------------- ------------
Ordinary shares of EUR0,01 989.869.935 989.869.935
------------------------------------------------- ------------- ------------
Total equity 989.869.935 989.869.935
------------------------------------------------- ------------- ------------
Redeemable Preference Class A Shares of EUR0,01 785.000 785.000
------------------------------------------------- ------------- ------------
Redeemable Preference Class B Shares of EUR0,01 8.618.997 8.618.997
------------------------------------------------- ------------- ------------
Total 999.273.932 999.273.932
------------------------------------------------- ------------- ------------
Issued and fully paid
------------------------------------------------- ------------- ------------
Ordinary shares of EUR0,01 103.589.550 90.014.723
------------------------------------------------- ------------- ------------
Total equity 103.589.550 90.014.723
------------------------------------------------- ------------- ------------
Redeemable Preference Class A Shares of EUR0,01 - -
------------------------------------------------- ------------- ------------
Redeemable Preference Class B Shares of EUR0,01 - -
------------------------------------------------- ------------- ------------
Total 103.589.550 90.014.723
------------------------------------------------- ------------- ------------
Value (EUR)
30 June 2017 31 Dec 2016
------------------------------------------------- ------------- ------------
EUR EUR
------------------------------------------------- ------------- ------------
Authorised
------------------------------------------------- ------------- ------------
Ordinary shares of EUR0,01 9.898.699 9.898.699
------------------------------------------------- ------------- ------------
Total equity 9.898.699 9.898.699
------------------------------------------------- ------------- ------------
Redeemable Preference Class A Shares of EUR0,01 7.850 7.850
------------------------------------------------- ------------- ------------
Redeemable Preference Class B Shares of EUR0,01 86.190 86.190
------------------------------------------------- ------------- ------------
Total 9.992.739 9.992.739
------------------------------------------------- ------------- ------------
Issued and fully paid
------------------------------------------------- ------------- ------------
Ordinary shares of EUR0,01 1.035.893 900.145
------------------------------------------------- ------------- ------------
Total equity 1.035.893 900.145
------------------------------------------------- ------------- ------------
Redeemable Preference Class A Shares of EUR0,01 - -
------------------------------------------------- ------------- ------------
Redeemable Preference Class B Shares of EUR0,01 - -
------------------------------------------------- ------------- ------------
Total 1.035.893 900.145
------------------------------------------------- ------------- ------------
25.1 Authorised share capital
As at the end of 2016 the authorized share capital of the
Company was 989.869.935 Ordinary Shares of EUR0,01 nominal value
each, 785.000 Redeemable Preference Class A Shares of EUR0,01
nominal value each and 8.618.997 Redeemable Preference Class B
Shares of EUR0,01 nominal value each.
No changes were effected during the reporting period as far as
the authorized share capital of the Company is concerned and
therefore at the end of the reporting period the authorized share
capital of the Company remained at 989.869.935 Ordinary Shares of
EUR0,01 nominal value each, 785.000 Redeemable Preference Class A
Shares of EUR0,01 nominal value each and 8.618.997 Redeemable
Preference Class B Shares of EUR0,01 nominal value each. Yet the
Company is in process to cancel the Class A and Class B Redeemable
Preference Shares (Note 25.5), a process that will be completed in
2017.
25.2 Issued Share Capital
As at the end of 2016 the issued share capital of the Company
was as follows:
a) 90.014.723 Ordinary Shares of EUR0,01 nominal value each,
b) 392.500 Redeemable Preference Class A Shares of EUR0,01
nominal value each,
c) 8.618.997 Redeemable Preference Class B Shares of EUR0,01
nominal value each.
During the reporting period the Company issued the following
shares:
a) On 28(th) April the Company approved and proceeded with the
issue of 626.133 new ordinary shares to the Non-executive directors
of the Company who were in office in 2015 in lieu of fees accrued
in 2015 as well as to an adviser in lieu of fees for services
offered in 2017.
b) On 30(th) June the Company announced that it had received
valid notices of full exercise from holders of Class B warrants
that were issued in August 2011 and the Company approved and
proceeded with the issue of 12.948.694 new ordinary shares.
As at the end of the reporting period the issued share capital
of the Company was as follows:
a) 103.589.550 Ordinary Shares of EUR0,01 nominal value
each,
b) 392.500 Redeemable Preference Class A Shares of EUR0,01
nominal value each, subject to cancellation during 2017 (Note
25.5),
c) 8.618.997 Redeemable Preference Class B Shares of EUR0,01
nominal value each, subject to cancellation during 2017 (Note
25.5).
In respect of the Class A Redeemable Preference Shares, issued
in connection to the Innovations acquisition and the Class B
Redeemable Preference Shares, issued in connection to the
acquisition of Craiova Praktiker, following the holders of such
shares notifying the Company on their intent to redeem within 2016,
the Company:
- actually proceeded in effecting full redemption of the Class A
shares (392.500) which was finalized in Q1-2017 while the process
of cancelling them will be concluded within 2017
- for the Class B Redeemable Preference Shares, in lieu of
redemption the Company gave its 20% holding in Autounion (Note 22)
in October 2016, to the Craiova Praktiker seller BLUEHOUSE
ACCESSION PROPERTY HOLDINGS III S.A.R.L and has been negotiating
the resulting difference (if any) for a final settlement. As soon
as the case is settled, the Company will proceed with the
cancelation of the Class B Redeemable Preference Shares.
25.3 Option schemes
A. Under the scheme adopted in 2007, each of the directors
serving at the time, who is still a Director of the Company is
entitled to subscribe for 2.631 Ordinary Shares exercisable as set
out below:
Exercise Number
Price of
---------------------------- --------- -------
US$ Shares
---------------------------- --------- -------
Exercisable until 1 August
2017 57 1.754
---------------------------- --------- -------
Exercisable until 1 August
2017 83 877
---------------------------- --------- -------
The Company received no notice for exercising the options and as
a result as of the date of issuance of this report the options have
expired.
B. Under a second scheme also adopted in 2007, director Franz M.
Hoerhager is entitled to subscribe for 1.829 ordinary shares
exercisable as set out below:
Exercise Number
Price of
---------------------------- --------- -------
GBP Shares
---------------------------- --------- -------
Exercisable until 1 August
2017 40 1.219
---------------------------- --------- -------
Exercisable until 1 August
2017 50 610
---------------------------- --------- -------
The Company received no notice for exercising the options and as
a result as of the date of issuance of this report the options have
expired.
C. Under a scheme adopted in 2015, pursuant to an approval by
the AGM of 31/12/2013, the Company proceeded in 2015 in issuing
590.000 options to its employees, as a reward for their effort and
support during the previous year. Each option entitles the Option
holder to one Ordinary Share. Exercise price stands at GBP 0,15.
The Option holders lose and thus may not exercise any option from
the moment they cease to offer their services to the Company. The
CEO and the CFO of the Company did not receive any options.
a. 147.500 Options may be exercised within 2016. Out of the
Options that were to be exercised in 2016, none were exercised and
the options expired.
b. 147.500 Options may be exercised within 2017,
c. 295.000 Options may be exercised within 2018.
The Company considers that all option schemes are currently out
of the money and consequently has not made any relevant
provision.
25.4 Class B Warrants issued
On 8 August 2011 the Company issued an amount of Class B
Warrants for an aggregate corresponding to 12,5% of the issued
share capital of the Company after the exercise date. The Class B
Warrants may be exercised at any time until 30 June 2017. The
exercise price of the Class B Warrants will be the nominal value
per Ordinary Share as at the date of exercise. The Class B Warrant
Instruments have anti-dilution protection so that, in the event of
further share issuances by the Company, the number of Ordinary
Shares to which the holder of a Class B Warrant is entitled will be
adjusted so that he receives the same percentage of the issued
share capital of the
Company (as nearly as practicable), as would have been the case
had the issuances not occurred. This anti-dilution protection will
freeze on the earlier of (i) the expiration of the Class B
Warrants; and (ii) capital increase(s) undertaken by the Company
generating cumulative gross proceeds in excess of USD 100.000.000.
As of 30 June 2017 the Company received valid notices of full
exercise from holders of Class B warrants that were issued in
August 2011 and the Company approved and proceeded with the issue
of 12.948.694 new ordinary shares.
25.5 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) 30 June 2017 (as at) 31 December 2016
---------------------------- -------------------------- --------------------- -------------------------
Ordinary shares of EUR0,01 Issued and Listed in AIM 103.589.550 90.014.723
---------------------------- -------------------------- --------------------- -------------------------
Class A Warrants -
---------------------------- -------------------------- --------------------- -------------------------
Class B Warrants - 12.859.246
---------------------------- -------------------------- --------------------- -------------------------
Total number of Shares Non-Dilutive Basis 103.589.550 90.014.723
---------------------------- -------------------------- --------------------- -------------------------
Total number of Shares Full Dilutive Basis 103.589.550 102.873.969
---------------------------- -------------------------- --------------------- -------------------------
Options 4.460 4.460
-------------------------------------------------------- --------------------- -------------------------
Redeemable Preference Class A Shares
The Redeemable Preference Class A Shares which do not have
voting or dividend rights where issued as part of the Innovation
acquisition purchase consideration. As at the reporting date all of
the Redeemable Shares Class A shares have been redeemed and the
Company will proceed in their cancellation within 2017.
Redeemable Preference Class B Shares
The Redeemable Preference Class B Shares, issued to BLUEHOUSE
ACCESSION PROPERTY HOLDINGS III S.A.R.L as part of the Praktiker
Craiova asset acquisition do not have voting rights but have
economic rights at par with ordinary shares. As at the reporting
date all of the Redeemable Shares Class B have been redeemed (Note
25.5) but the Company is in discussions with the vendor in respect
of a final settlement (Note 22).
26. Foreign Currency Translation Reserve
Exchange differences related to the translation from the
functional currency of the Group's subsidiaries are accounted by
entries made directly to the foreign currency translation reserve.
The foreign exchange translation reserve represents unrealized
profits or losses related to the appreciation or depreciation of
the local currencies against the EUR in the countries where the
Company's subsidiaries' functional currencies are not EUR.
27. Non-Controlling Interests
Non-controlling interests represent the percentage
participations in the respective entities not owned by the
Group:
Non-controlling
interest portion
------------------------------------ --------------------
Group Company 30 June 31 Dec
2017 2016
------------------------------------ ---------- --------
% %
------------------------------------ ---------- --------
LLC Almaz-Press-Ukraine 45,00 45,00
------------------------------------ ---------- --------
Ketiza Limited 10,00 10,00
------------------------------------ ---------- --------
Ketiza Srl 10,00 10,00
------------------------------------ ---------- --------
Ram Real Estate Management Limited 50,00 50,00
------------------------------------ ---------- --------
Iuliu Maniu Limited 55,00 55,00
------------------------------------ ---------- --------
Moselin Investments Srl 55,00 55,00
------------------------------------ ---------- --------
Rimasol Enterprises Limited 55,76 55,76
------------------------------------ ---------- --------
Rimasol Real Estate Srl 55,76 55,76
------------------------------------ ---------- --------
Ashor Ventures Limited 55,76 55,76
------------------------------------ ---------- --------
Ashor Development Srl 55,76 55,76
------------------------------------ ---------- --------
Jenby Ventures Limited 55,70 55,70
------------------------------------ ---------- --------
Jenby Investments Srl 55,70 55,70
------------------------------------ ---------- --------
Ebenem Limited 55,70 55,70
------------------------------------ ---------- --------
Ebenem Investments Srl 55,70 55,70
------------------------------------ ---------- --------
Delia Lebada Invest Srl 35,00 35,00
------------------------------------ ---------- --------
SPDI Real Estate SRL 50,00 -
------------------------------------ ---------- --------
28. Borrowings
Property 30 June 31 Dec
2017 2016
------------------------------------ ------------------------- ----------- -----------
EUR EUR
------------------------------------ ------------------------- ----------- -----------
European Bank for Reconstruction Terminal
and Development ("EBRD") Brovary - 11.551.023
------------------------------------ ------------------------- ----------- -----------
Banca Comerciala Romana
/Tonescu Finance Monaco Towers 924.562 924.562
------------------------------------ ------------------------- ----------- -----------
Bancpost SA Blooming
House 1.245.657 1.245.657
------------------------------------ ------------------------- ----------- -----------
Romfelt
Alpha Bank Romania Plaza 809.919 809.919
------------------------------------ ------------------------- ----------- -----------
EOS Business
Alpha Bank Romania Park 882.599 991.000
------------------------------------ ------------------------- ----------- -----------
Bancpost SA Green Lake
- Parcel
K 3.092.926 3.092.926
------------------------------------ ------------------------- ----------- -----------
Alpha Bank Bulgaria Boyana 2.404.186 2.680.492
------------------------------------ ------------------------- ----------- -----------
Alpha Bank Bulgaria Boyana/Sertland 678.162 693.514
------------------------------------ ------------------------- ----------- -----------
Bank of Cyprus Delia Lebada/Pantelimon 4.569.725 4.569.725
------------------------------------ ------------------------- ----------- -----------
Eurobank Ergasias SA SPDI Logistics 11.481.220 11.726.960
------------------------------------ ------------------------- ----------- -----------
Piraeus Bank SA Green Lake-Phase
2 2.525.938 2.525.938
------------------------------------ ------------------------- ----------- -----------
Marfin Bank Romania Praktiker
Craiova 4.400.128 4.502.128
------------------------------------ ------------------------- ----------- -----------
Bancpost SA Green Lake/Kindergarten 944.458 -
------------------------------------ ------------------------- ----------- -----------
Loans by non-controlling
shareholders - 359.134
--------------------------------------------------------------- ----------- -----------
Loans from related parties
(Note 36.5) 464.134 -
------------------------------------ ------------------------- ----------- -----------
Overdrafts 1.160 2.062
--------------------------------------------------------------- ----------- -----------
Total principal of bank
and non-bank Loans 34.424.774 45.675.040
------------------------------------ ------------------------- ----------- -----------
Restructuring fees and
interest payable to EBRD - 29.898
--------------------------------------------------------------- ----------- -----------
Interest accrued on bank
loans 2.783.553 2.723.889
------------------------------------ ------------------------- ----------- -----------
Interests accrued on non-bank
loans 161.118 46.627
--------------------------------------------------------------- ----------- -----------
Total 37.369.445 48.475.454
--------------------------------------------------------------- ----------- -----------
30 June 31 Dec
2017 2016
-------------------- ----------- -----------
EUR EUR
-------------------- ----------- -----------
Current portion 15.996.238 31.580.299
-------------------- ----------- -----------
Non-current portion 21.373.207 16.895.155
-------------------- ----------- -----------
Total 37.369.445 48.475.454
-------------------- ----------- -----------
SecMon Real Estate Srl (2011) entered into a loan agreement with
Banca Comerciala Romana for a credit facility for financing part of
the acquisition of the Monaco Towers Project apartments. As of the
end of the reporting period the balance of the loan was EUR924.562
and bears interest of EURIBOR 3M plus 5%. In June 2016, Banca
Comerciala Romana has assigned the loan, all rights and securities
to Tonescu Finance SRL. The loan, which is currently expired, is
secured by all assets of SecMon Real Estate Srl as well as its
shares. The Group is in discussions with Tonescu Finance SRL for a
potential restructuring.
Ketiza Real Estate Srl entered (2012) into a loan agreement with
Bancpost SA for a credit facility for financing the acquisition of
the Blooming House Project and 100% of the remaining (without VAT)
construction works of Blooming House project. As of the end of the
reporting period the balance of the loan was EUR1.245.657. The loan
bears interest of EURIBOR 3M plus 3,5% and matures in June 2017.
The Group is in discussions for extending the loan to 2020. The
bank loan is secured by all assets of Ketiza Real Estate Srl as
well as its shares and is being repaid through sales proceeds.
SecRom Real Estate Srl entered (2009) into a loan agreement with
Alpha Bank Romania for a credit facility for financing part of the
acquisition of the Doamna Ghica Project apartments. As of the end
of the reporting period, the balance of the loan was EUR809.919,
bears interest of EURIBOR 3M+5% and is repayable on the basis of
investment property sales. The loan had a maturity date in March
2017 and the Group has been in discussions with the lender for a
restructuring. Following an agreement with the bank the loan was
extended in Q1-2017 for another 4 years. The loan is secured by all
assets of SecRom Real Estate Srl as well as its shares and is being
repaid through sales proceeds.
SecVista Real Estate Srl entered (2011) into a loan agreement
with Raiffeisen Bank Romania for a credit facility for financing
part of the acquisition of the Linda Residence Project apartments.
Due to a bulk sale of all the apartment units of the said project
in 2016, the loan was fully repaid in May 2016 and an amount of
EUR324.695 was written off (Note 11b and 13).
Moselin Investments Srl (2010) entered into a construction loan
agreement with Bancpost SA covering the construction works of
Parcel K Green Lake project. As of the end of the reporting period
the balance of the loan was EUR3.092.926 and bears interest of
EURIBOR 3M plus 5%. The loan is repayable from the sales proceeds
while it matures in June 2017. The Group is in discussions for
extending the loan to 2022. The loan is secured with the property
itself and the shares of Moselin Investments Srl and is being
repaid through sales proceeds.
Boyana Residence ood entered (2011) into a loan agreement with
Alpha Bank Bulgaria for a construction loan related to the
construction of the Boyana Residence project (finished in 2014). As
of the end of the reporting period the balance of the loan was
EUR2.680.492 and bears interest of EURIBOR 3M plus 5,75%. The loan
maturity was extended following negotiation with the bank to March
2019. The loan currently is being repaid through sales proceeds.
The facility is secured through a mortgage over the property and a
pledge over the company's shares as well as those of Sertland
Properties Limited. The Company has provided corporate guarantees
for this loan.
Sertland Properties Limited entered (2008) into a loan agreement
with Alpha Bank Bulgaria for an acquisition loan related to the
acquisition of 70% of Boyana Residence ood. As of the end of the
reporting period the balance of the loan was EUR678.162 and bears
interest of EURIBOR 3M plus 5,75%. The loan maturity was extended
following negotiation with the bank to March 2019. The loan
currently is being repaid through sales proceeds of Boyana
Residence apartments. The loan is secured with a pledge on
company's shares, and a corporate guarantee by SEC South East
Continent Unique Real Estate (Secured) Investments Limited.
Delia Lebada Invest Srl, a subsidiary, entered into a loan
agreement with the Bank of Cyprus Limited in 2007 to effectively
finance a leveraged buy-out of the subsidiary by the Group. The
principal balance of the loan as at the end of the reporting period
was EUR4.569.725 (without any accrued interest and default
penalty). As the loan was in default the bank has initiated
insolvency procedures to take over the Pantelimon lake asset. The
Company has provided corporate guarantees for this loan. As of July
2017 the debt has been settled and the guarantee has been cancelled
(Note 40.1)
SPDI Logistics SA entered (April 2015) into a loan agreement
with EUROBANK SA to refinance the existing debt facility related to
GED Logistics terminal. As of the end of the reporting period the
balance of the loan is EUR11.481.220 and bears interest of EURIBOR
6M plus 3,2%+30% of the asset swap. The loan is repayable by 2022,
has a balloon payment of EUR8.660.000 and is secured by all assets
of SPDI Logistics SA as well as its shares.
SEC South East Continent Unique Real Estate (Secured)
Investments Limited has a debt facility with Piraeus Bank (since
2007) for the acquisition of the Green Lake project land in
Bucharest Romania. As of the end of the reporting period the
balance of the loan was EUR2.525.938 (without any accrued interest
and default penalty) and bears interest of EURIBOR 3M plus 4% plus
the Greek law 128/78 0,6% contribution. The loan matured in
February 2017 and the Group is in discussions with the bank for
prolongation of the term of facility to 2022.
BlueBigBox3 srl (Praktiker Craiova) has a loan agreement with
Marfin Bank Romania. As of the end of the reporting period the
balance of the loan was EUR4.400.128 and bears interest of EURIBOR
6M plus 5% and 3M plus 4,5%. The loan which is repayable by 2025
with a balloon payment of EUR2.159.628 and is secured by the asset
as well as the shares of BlueBigBox3 srl.
N-E Real Estate Park First Phase SRL entered in 2016 into a loan
agreement with Alpha Bank Romania for a credit facility of
EUR1.000.000 for working capital purposes. As of the end of the
reporting period, the balance of the loan was EUR882.599, bears
interest of EURIBOR 1M+4,5% and is repayable from the free cash
flow resulting from the rental income of the related property. The
loan matures in April 2024 and is secured by a second rank mortgage
over assets of N-E Real Estate Park First Phase SRL as well as its
shares.
SPDI Real Estate SRL (Kindergarten) has a loan agreement with
Bancpost SA Romania. As of end of the reporting period the balance
of the loan was EUR944.458 and bears interest of Euribor 3m plus
4,6% per annum. The loan is repayable by 2019.
Other non-bank borrowing includes borrowings from
non-controlling interests. During the last eight years and in order
to support the GreenLake project the non-controlling shareholders
of Moselin and Rimasol Limited (other than the Group) have
contributed their share of capital injections by means of
shareholder loans. The loans bear interest between 5% and 7%
annually and were repayable in 2016 and 2017.
Other non-bank borrowing includes also loans from related
parties were provided as bring financing for future properties
acquisitions.
29. Trade and other payables
The fair value of trade and other payables due within one year
approximate their carrying amounts as presented below.
30 June 31 Dec
2017 2016
-------------------------------------- ---------- ----------
EUR EUR
-------------------------------------- ---------- ----------
Payables to third parties 3.736.262 4.734.924
-------------------------------------- ---------- ----------
Payables to related parties (Note
36.2) 876.025 1.146.150
-------------------------------------- ---------- ----------
Deferred income from tenants current 44.522 635.240
-------------------------------------- ---------- ----------
Accruals 240.215 536.160
-------------------------------------- ---------- ----------
Payables due for construction 429.336 436.819
-------------------------------------- ---------- ----------
Total 5.326.360 7.489.293
-------------------------------------- ---------- ----------
30 June 31 Dec
2017 2016
----------------------- ---------- ----------
EUR EUR
----------------------- ---------- ----------
Current portion 4.888.555 7.038.170
----------------------- ---------- ----------
Non - current portion 437.805 451.123
----------------------- ---------- ----------
Total 5.326.360 7.489.293
----------------------- ---------- ----------
Payables to third parties represents: a)payables due to
Bluehouse Capital as a result the Redeemable Convertible Class B
share redemption (Note 23) that are under negotiation for a final
settlement and b) amounts payable to various service providers
including auditors, legal advisors, consultants and third party
accountants related to the current operations of the Group.
Payables to related parties represent amounts due to board of
directors and board committee members and accrued management
remuneration as well as the balances with Secure Management Ltd and
Grafton Properties (Note 36.2).
Deferred income from tenants represents advances from tenants
which will be used as future rental income and utilities
charges.
Accruals mainly include the accrued, administration fees,
accounting fees, facility management and other fees payable to
third parties.
Payables for construction represent amounts payable to the
contractor of Bela Logistic Center in Odessa. The settlement was
reached in late 2011 on the basis of maintaining the construction
contract in an inactive state (to be reactivated at the option of
the Group), while upon reactivation of the contract or termination
of it (because of the sale of the asset) the Group would have to
pay an additional UAH 5.400.000 (USD 160.000) payable upon such
event occurring. Since it is uncertain when the latter amount is to
be paid, it has been discounted at the current discount rates in
Ukraine and is presented as a non-current liability. Payables for
construction also include an amount of EUR245.000 payable to
Boyana's constructor which has been withheld as Good Performance
Guarantee.
30. Deposits from Tenants
30 June 31 Dec
2017 2016
----------------------------------- -------- --------
EUR EUR
----------------------------------- -------- --------
Deposits from tenants non-current 215.526 217.328
----------------------------------- -------- --------
Deposits from tenants current - 271.019
----------------------------------- -------- --------
Total 215.526 488.347
----------------------------------- -------- --------
Deposits from tenants appearing under non-current liabilities
include the amounts received from the tenants of Innovations
Logistics Park, EOS Business Park, Craiova Praktiker, GED Logistics
and companies representing residential segment as
advances/guarantees and are to be reimbursed to these clients at
the expiration of the lease agreements. Deposits from tenants
appearing under current liabilities in 2016 include the deposits
from the Terminal Brovary Logistics tenants of Park that have been
set off during the sale of the asset.
31. Provisions and Taxes Payables
30 June 31 Dec
2017 2016
-------------------------------------- ---------- ----------
EUR EUR
-------------------------------------- ---------- ----------
Corporate income tax 539.297 648.825
-------------------------------------- ---------- ----------
Defence tax 29.920 29.918
-------------------------------------- ---------- ----------
Other taxes including VAT payable 375.948 468.275
-------------------------------------- ---------- ----------
Provision (Notes 37.3) 742.098 742.166
-------------------------------------- ---------- ----------
Total Provisions and Tax Liabilities 1.687.263 1.889.184
-------------------------------------- ---------- ----------
Corporate income tax represents taxes payable in Cyprus, Greece
and Romania.
Other taxes represent local property taxes and VAT payable in
Ukraine, Romania, Greece, Bulgaria and Cyprus.
32. Finance Lease Liabilities
As at the reporting date the finance lease liabilities consist
of the non-current portion of EUR10.635.551 and the current portion
of EUR373.107 (31 December 2016: EUR11.081.379 and EUR301.409,
accordingly).
30 Jun 2017 (EUR) Note Minimum
lease Interest Principal
payments
--------------------------------- ------- ----------- ----------- ------------
39.2
&
Less than one year 39.6 893.003 523.431 369.572
--------------------------------- ------- ----------- ----------- ------------
Between two and five years 3.564.769 1.875.638 1.689.131
--------------------------------- ------- ----------- ----------- ------------
More than five years 10.219.265 1.273.784 8.945.482
--------------------------------- ------- ----------- ----------- ------------
14.677.037 3.672.853 11.004.185
--------------------------------- ------- ----------- ----------- ------------
Accrued Interest 4.473
------------------------------------------ ----------- ----------- ------------
Total Finance Lease Liabilities 11.008.658
------------------------------------------ ----------- ----------- ------------
31 Dec 2016 (EUR) Note Minimum
lease Interest Principal
payments
--------------------------------- ------- ----------- ----------- ------------
39.2
&
Less than one year 39.6 961.744 665.796 295.948
--------------------------------- ------- ----------- ----------- ------------
Between two and five years 3.754.280 2.138.258 1.616.022
--------------------------------- ------- ----------- ----------- ------------
More than five years 11.822.949 2.477.889 9.345.060
--------------------------------- ------- ----------- ----------- ------------
16.538.973 5.281.943 11.257.030
--------------------------------- ------- ----------- ----------- ------------
Accrued Interest 125.758
------------------------------------------ ----------- ----------- ------------
Total Finance Lease Liabilities 11.382.788
------------------------------------------ ----------- ----------- ------------
32.1 Land Plots Financial Leasing
The Group rents in Ukraine land plots classified as finance
leases. Lease obligations are denominated in UAH. The fair value of
lease obligations approximate to their carrying amounts as
presented above. Following the appropriate discounting finance
lease liabilities are carried at EUR52.600 under current and
non-current portion. The Group's obligations under finance leases
are secured by the lessor's title to the leased assets.
32.2 Sale and Lease Back Agreements
A. Innovations Logistic Park
In May 2014 the Group concluded the acquisition of Innovations
Logistics Park in Bucharest, owned by Best Day Srl, through a sale
and lease back agreement with Piraeus Leasing Romania SA. As of the
end of the reporting period the balance is EUR7.232.475, bearing
interest rate at 3M Euribor plus 4,45% margin, being repayable in
monthly tranches until 2026 with a balloon payment of EUR5.244.926.
At the maturity of the lease agreement Best Day SRL will become
owner of the asset.
Under the current finance lease agreement the collaterals for
the facility are as follows:
1. Best Day SRL pledged its future receivables from its tenants.
2. Best Day SRL pledged its shares.
3. Best Day SRL pledged all current and reserved accounts opened
in Piraeus Leasing, Romania.
4. Best Day SRL is obliged to provide cash collateral in the
amount of EUR250.000 in Piraeus Leasing Romania, which had been
deposited as follows, half in May 2014 and half in May 2015.
5. SPDI provided a corporate guarantee in favor of the bank
towards the liabilities of Best Day SRL arising from the sale and
lease back agreement.
In late February 2017 the Group finally agreed and signed
(following extensive discussions) an amended sale and lease back
agreement with the Piraeus Leasing Romania for Innovations
Logistics Park in Bucharest, governing the allocation of the Nestle
Romania, early termination fee of EUR1,6 million payable to SPDI
.
B. EOS Business Park
In October 2014 the Group concluded the acquisition of EOS
Business Park in Bucharest, owned by N-E Real Estate Park First
Phase SRL, through a sale and lease back agreement with Alpha Bank
Romania SA. As of the end of the reporting period the balance is
EUR3.723.583 bearing interest rate at 3M Euribor plus 5,25% margin,
being repayable in monthly tranches until 2024 with a balloon
payment of EUR2.546.600. At the maturity of the lease agreement by
N-E Real Estate Park First Phase SRL will become owner of the
asset.
Under the current finance lease agreement the collaterals for
the facility are as follows:
1. N-E Real Estate Park First Phase SRL pledged its future receivables from its tenants.
2. N-E Real Estate Park First Phase SRL pledged Bank Guarantee receivables from its tenants.
3. N-E Real Estate Park First Phase SRL pledged its shares.
4. N-E Real Estate Park First Phase SRL pledged all current and
reserved accounts opened in Alpha Bank Romania SA.
5. N-E Real Estate Park First Phase SRL is obliged to provide
cash collateral in the amount of EUR300.000 in Alpha Bank Romania
SA, starting from October 2019.
6. SPDI provided a corporate guarantee in favor of the bank
towards the liabilities of N-E Real Estate Park First Phase SRL
arising from the sales and lease back agreement.
33. Restructuring of the business
During 2016 the non-controlling shareholders of Moselin, Iuliu
Maniu, Ram, Rimasol Ltd, Rimasol SRL, Ashor Limited, Ashor SRL,
Ebenem Limited, Ebenem SRL, Jenby Limited and Jenby SRL (in
agreement with the Group) agreed to capitalize the bigger part of
their capital injections by means of shareholder loans and payables
effected from 2008 onwards. An amount of EUR6.641.997 from such
loans and payables have been transferred to the equity section
while the process of capitalization will be finalized within
2017.
34. Earnings and net assets per share attributable to equity
holders of the parent
a. Weighted average number of ordinary shares
30 June 2017 31 Dec 2016 30 Jun 2016
--------------------------------------------------- ------------- ------------ ------------
Issued ordinary shares capital 103.589.550 90.014.723 90.014.723
--------------------------------------------------- ------------- ------------ ------------
Weighted average number of ordinary shares (Basic) 90.246.672 90.014.723 90.014.723
--------------------------------------------------- ------------- ------------ ------------
Diluted weighted average number of ordinary shares 103.056.840 102.873.969 102.873.969
--------------------------------------------------- ------------- ------------ ------------
b. Basic diluted and adjusted earnings per share
Earnings per share 30 Jun 2017 30 Jun 2016
-------------------------------------------------------------- ------------- ------------
EUR EUR
-------------------------------------------------------------- ------------- ------------
Profit/(loss) after tax attributable to owners of the parent (39.285.649) (309.941)
-------------------------------------------------------------- ------------- ------------
Basic (0,44) (0,00)
-------------------------------------------------------------- ------------- ------------
Diluted (0,38) (0,00)
-------------------------------------------------------------- ------------- ------------
c. Net assets per share
Net assets per share 30 June 2017 31 Dec 2016 30 Jun 2016
--------------------------------------------------------- ------------- ------------ ------------
EUR EUR
--------------------------------------------------------- ------------- ------------ ------------
Net assets attributable to equity holders of the parent 39.524.722 38.924.809 41.318.809
--------------------------------------------------------- ------------- ------------ ------------
Number of ordinary shares 103.589.550 90.014.723 90.014.723
--------------------------------------------------------- ------------- ------------ ------------
Diluted number of ordinary shares 103.589.550 102.873.969 102.873.969
--------------------------------------------------------- ------------- ------------ ------------
Basic 0,38 0,43 0,46
--------------------------------------------------------- ------------- ------------ ------------
Diluted 0,38 0,38 0,40
--------------------------------------------------------- ------------- ------------ ------------
35. Segment information
All commercial and financial information related to the
properties held directly or indirectly by the Group is being
provided to members of executive management who report to the Board
of Directors. Such information relates to rentals, valuations,
income, costs and capital expenditures. The individual properties
are aggregated into segments based on the economic nature of the
property. For the reporting period the Group has identified the
following material reportable segments:
Commercial-Industrial
-- Warehouse segment - GED Logistics, Innovations Logistics
Park, Terminal Brovary Logistics Park
-- Office segment - Eos Business Park - Delea Nuova (Associate)
-- Retail segment - Craiova Praktiker
Residential
-- Residential segment
Land Assets
-- Land assets
There are no sales between the segments.
Segment assets for the investment properties segments represent
investment property (including investment properties under
development and prepayments made for the investment properties).
Segment liabilities represent interest bearing borrowings, finance
lease liabilities and deposits from tenants.
Profit and Loss for the period ended 30 June 2017
Warehouse Office Retail Residential Land Total
Plots
--------------------------- ---------- --------- --------- ------------ ---------- ------------
EUR EUR EUR EUR EUR EUR
--------------------------- ---------- --------- --------- ------------ ---------- ------------
Segment
--------------------------- ---------- --------- --------- ------------ ---------- ------------
Rental income 941.287 290.636 300.342 75.205 2.170 1.609.640
--------------------------- ---------- --------- --------- ------------ ---------- ------------
Service charges
and utilities
income 50.033 36.503 6.799 93.335
--------------------------- ---------- --------- --------- ------------ ---------- ------------
Property management
income 928.698 119.030 1.047.728
--------------------------- ---------- --------- --------- ------------ ---------- ------------
Sale of electricity 162.806 162.806
--------------------------- ---------- --------- --------- ------------ ---------- ------------
Sales income 307.227 307.227
--------------------------- ---------- --------- --------- ------------ ---------- ------------
Cost of sales (346.470) (346.470)
--------------------------- ---------- --------- --------- ------------ ---------- ------------
Valuation gains/(losses)
from investment
property (68.961) 19.357 21.163 12.345 (365.403) (381.499)
--------------------------- ---------- --------- --------- ------------ ---------- ------------
Gain on acquisition
of the asset 15.193 15.193
--------------------------- ---------- --------- --------- ------------ ---------- ------------
Share of profits/(losses)
from associates 173.935 173.935
--------------------------- ---------- --------- --------- ------------ ---------- ------------
Asset operating
expenses (176.209) (36.109) (50.347) (24.983) (73.960) (361.608)
--------------------------- ---------- --------- --------- ------------ ---------- ------------
Segment EBITA 1.837.654 484.322 271.158 157.547 (430.394) 2.320.287
--------------------------- ---------- --------- --------- ------------ ---------- ------------
Administration
expenses (1.091.683)
--------------------------- ---------- --------- --------- ------------ ---------- ------------
Other (expenses)/income,
net (665)
--------------------------- ---------- --------- --------- ------------ ---------- ------------
Finance income 9.841
--------------------------- ---------- --------- --------- ------------ ---------- ------------
Interest expenses (983.192)
--------------------------- ---------- --------- --------- ------------ ---------- ------------
Other finance
costs (41.509)
--------------------------- ---------- --------- --------- ------------ ---------- ------------
Foreign exchange
losses, net (1.733.039)
--------------------------- ---------- --------- --------- ------------ ---------- ------------
Income tax expense (21.085)
--------------------------- ---------- --------- --------- ------------ ---------- ------------
Results from disposal
of subsidiary (221.990)
--------------------------- ---------- --------- --------- ------------ ---------- ------------
Exchange difference
on I/C loan to
foreign holdings -
--------------------------- ---------- --------- --------- ------------ ---------- ------------
Exchange difference
on translation
foreign holdings 1.963.693
--------------------------- ---------- --------- --------- ------------ ---------- ------------
Total Comprehensive
Income 200.658
--------------------------- ---------- --------- --------- ------------ ---------- ------------
Profit and Loss for the period ended 30 June 2016
Warehouse Office Retail Residential Land Total
Plots
--------------------------- ---------- --------- --------- ------------ --------- ------------
EUR EUR EUR EUR EUR EUR
--------------------------- ---------- --------- --------- ------------ --------- ------------
Segment
--------------------------- ---------- --------- --------- ------------ --------- ------------
Rental income 1.692.365 287.789 304.356 60.528 - 2.345.038
--------------------------- ---------- --------- --------- ------------ --------- ------------
Service charges
and utilities
income 105.753 28.938 6.201 12.019 - 152.911
--------------------------- ---------- --------- --------- ------------ --------- ------------
Sale of electricity 164.608 - - - - 164.608
--------------------------- ---------- --------- --------- ------------ --------- ------------
Sales income - - - 2.238.541 - 2.238.541
--------------------------- ---------- --------- --------- ------------ --------- ------------
Cost of sales - - - (2.986.496) - (2.986.496)
--------------------------- ---------- --------- --------- ------------ --------- ------------
Valuation gains/(losses)
from investment
property 349.332 - - - 287.104 636.436
--------------------------- ---------- --------- --------- ------------ --------- ------------
Share of profits/(losses)
from associates - 106.229 - - 16.890 123.119
--------------------------- ---------- --------- --------- ------------ --------- ------------
Investment properties
operating expenses (214.915) (26.489) (40.605) (81.716) (26.457) (390.182)
--------------------------- ---------- --------- --------- ------------ --------- ------------
Segment EBITA 2.097.143 396.467 269.952 (757.124) 277.537 2.283.975
--------------------------- ---------- --------- --------- ------------ --------- ------------
Administration
expenses (1.178.173)
--------------------------- ---------- --------- --------- ------------ --------- ------------
Other (expenses)/income,
net (17.826)
--------------------------- ---------- --------- --------- ------------ --------- ------------
Finance income 363.136
--------------------------- ---------- --------- --------- ------------ --------- ------------
Interest expenses (1.590.032)
--------------------------- ---------- --------- --------- ------------ --------- ------------
Other finance
costs (169.118)
--------------------------- ---------- --------- --------- ------------ --------- ------------
Foreign exchange
losses, net (98.818)
--------------------------- ---------- --------- --------- ------------ --------- ------------
Income tax expense (45.507)
--------------------------- ---------- --------- --------- ------------ --------- ------------
Exchange difference
on I/C loan to
foreign holdings (1.485.262)
--------------------------- ---------- --------- --------- ------------ --------- ------------
Exchange difference
on translation
foreign holdings 526.525
--------------------------- ---------- --------- --------- ------------ --------- ------------
Available for
sale financial
assets gains 154.362
--------------------------- ---------- --------- --------- ------------ --------- ------------
Total Comprehensive
Income (1.256.738)
--------------------------- ---------- --------- --------- ------------ --------- ------------
Balance Sheet as at 30 June 2017
Warehouse Office Retail Residential Land Corporate Total
plots
-------------------- ----------- ----------- ---------- ------------ ----------- ---------- -----------
EUR EUR EUR EUR EUR EUR EUR
-------------------- ----------- ----------- ---------- ------------ ----------- ---------- -----------
Assets
-------------------- ----------- ----------- ---------- ------------ ----------- ---------- -----------
Investment
properties 27.500.000 6.860.000 7.500.000 2.090.166 37.402.474 81.352.640
-------------------- ----------- ----------- ---------- ------------ ----------- ---------- -----------
Investment
property
under development 4.644.234 4.644.234
-------------------- ----------- ----------- ---------- ------------ ----------- ---------- -----------
Long-term
receivables 295.636 1.178 - 296.814
-------------------- ----------- ----------- ---------- ------------ ----------- ---------- -----------
Investments
in associates 5.345.226 5.345.226
-------------------- ----------- ----------- ---------- ------------ ----------- ---------- -----------
Inventories 4.812.550 4.812.550
-------------------- ----------- ----------- ---------- ------------ ----------- ---------- -----------
Segment -
assets 27.750.636 12.205.226 7.500.000 6.903.894 42.046.708 96.451.464
-------------------- ----------- ----------- ---------- ------------ ----------- ---------- -----------
Tangible
and intangible
assets 89.195
-------------------- ----------- ---------- ---------- ---------- ----------- -------- -------------
Prepayments 3.908.851
and other
current
assets
-------------------- ----------- ---------- ---------- ---------- ----------- -------- -------------
Cash and 1.852.546
cash equivalents
-------------------- ----------- ---------- ---------- ---------- ----------- -------- -------------
Total assets 102.302.056
-------------------- ----------- ---------- ---------- ---------- ----------- -------- -------------
Interest
bearing
borrowings 11.481.220 882.599 4.415.937 4.038.719 16.064.817 486.153 37.369.445
-------------------- ----------- ---------- ---------- ---------- ----------- -------- -------------
Finance 11.008.660
lease liabilities 7.232.476 3.723.584 52.600
-------------------- ----------- ---------- ---------- ---------- ----------- -------- -------------
Deposits
from tenants 180.620 34.906 215.526
-------------------- ----------- ---------- ---------- ---------- ----------- -------- -------------
Redeemable
preference -
shares - - - - - -
-------------------- ----------- ---------- ---------- ---------- ----------- -------- -------------
Segment 48.593.631
liabilities 18.894.316 4.606.183 4.415.937 4.073.625 16.117.417 486.153
-------------------- ----------- ---------- ---------- ---------- ----------- -------- -------------
Trade and 5.326.360
other payables
-------------------- ----------- ---------- ---------- ---------- ----------- -------- -------------
Taxes payables 1.687.261
-------------------- ----------- ---------- ---------- ---------- ----------- -------- -------------
Total liabilities 55.607.252
-------------------- ----------- ---------- ---------- ---------- ----------- -------- -------------
Balance Sheet as at 31 December 2016
Warehouse Office Retail Residential Land Corporate Total
plots
-------------------- ----------- ----------- ---------- ------------ ----------- ---------- ------------
EUR EUR EUR EUR EUR EUR EUR
-------------------- ----------- ----------- ---------- ------------ ----------- ---------- ------------
Assets
-------------------- ----------- ----------- ---------- ------------ ----------- ---------- ------------
Investment -
properties 42.400.000 6.860.000 7.500.000 4.375.000 34.519.207 95.654.207
-------------------- ----------- ----------- ---------- ------------ ----------- ---------- ------------
Investment
properties -
under development - - - - 5.027.986 5.027.986
-------------------- ----------- ----------- ---------- ------------ ----------- ---------- ------------
Long-term
receivables
and prepayments 350.000 - - 309 - 872 351.181
-------------------- ----------- ----------- ---------- ------------ ----------- ---------- ------------
Investments -
in associates - 5.217.310 - - - 5.217.310
-------------------- ----------- ----------- ---------- ------------ ----------- ---------- ------------
Inventory - - - 5.028.254 - - 5.028.254
-------------------- ----------- ----------- ---------- ------------ ----------- ---------- ------------
Segment assets 42.750.000 12.077.310 7.500.000 9.403.563 39.547.193 872 111.278.938
-------------------- ----------- ----------- ---------- ------------ ----------- ---------- ------------
Tangible
and intangible
assets 129.396
--------------------- ----------- ---------- ---------- ---------- ----------- -------- ------------
Prepayments
and other
current assets 2.778.361
--------------------- ----------- ---------- ---------- ---------- ----------- -------- ------------
Cash and
cash equivalents 1.701.007
--------------------- ----------- ---------- ---------- ---------- ----------- -------- ------------
Total assets 115.887.702
--------------------- ----------- ---------- ---------- ---------- ----------- -------- ------------
Borrowings 23.308.195 991.176 4.518.976 3.063.513 16.219.462 374.132 48.475.454
--------------------- ----------- ---------- ---------- ---------- ----------- -------- ------------
Finance lease
liabilities 7.550.279 3.782.735 - - 49.774 11.382.788
--------------------- ----------- ---------- ---------- ---------- ----------- -------- ------------
Deposits
from tenants 451.640 - - 36.707 - 488.347
--------------------- ----------- ---------- ---------- ---------- ----------- -------- ------------
Redeemable
preference
shares - - - - - -
--------------------- ----------- ---------- ---------- ---------- ----------- -------- ------------
Segment liabilities 31.310.114 4.773.911 4.518.976 3.100.220 16.269.236 374.132 60.346.589
--------------------- ----------- ---------- ---------- ---------- ----------- -------- ------------
Trade and
other payables - - - - - 7.489.293
--------------------- ----------- ---------- ---------- ---------- ----------- -------- ------------
Taxes payable
and provisions - - - - - 1.889.184
--------------------- ----------- ---------- ---------- ---------- ----------- -------- ------------
Total liabilities 31.310.114 4.773.911 4.518.976 3.100.220 16.269.236 374.132 69.725.066
--------------------- ----------- ---------- ---------- ---------- ----------- -------- ------------
Geographical information
Income (Note 7) 30 June 30 June
2017 2016
---------------------------------- ---------- ----------
EUR EUR
---------------------------------- ---------- ----------
Ukraine 1.083.028 572.173
---------------------------------- ---------- ----------
Romania 1.060.503 1.347.906
---------------------------------- ---------- ----------
Greece 761.009 740.921
---------------------------------- ---------- ----------
Bulgaria 8.969 1.556
---------------------------------- ---------- ----------
Total 2.913.509 2.662.556
---------------------------------- ---------- ----------
Loss from disposal of inventory
(Note 11a)
---------------------------------- ---------- ----------
EUR EUR
---------------------------------- ---------- ----------
Bulgaria (43.874) (291.856)
---------------------------------- ---------- ----------
Total (43.874) (291.856)
---------------------------------- ---------- ----------
Loss from disposal of investment
properties (Note 11b)
---------------------------------- ---------- ----------
Romania 4.631 (456.098)
---------------------------------- ---------- ----------
Total 4.631 (456.098)
---------------------------------- ---------- ----------
30 June 31 Dec
2017 2016
-------------------------------------- ----------- ------------
EUR EUR
-------------------------------------- ----------- ------------
Carrying amount of assets (investment
properties, associates, inventory
and available for sale investments)
-------------------------------------- ----------- ------------
Ukraine 11.128.636 26.948.193
-------------------------------------- ----------- ------------
Romania 58.993.464 57.731.310
-------------------------------------- ----------- ------------
Greece 16.500.000 16.500.000
-------------------------------------- ----------- ------------
Bulgaria 9.532.550 9.748.254
-------------------------------------- ----------- ------------
Total 96.154.650 110.927.757
-------------------------------------- ----------- ------------
36. Related Party Transactions
The following transactions were carried out with related
parties:
36.1 Income/ Expense
36.1.1 Income
30 June 30 June
2017 2016
----------------------------------------- -------- --------
EUR EUR
----------------------------------------- -------- --------
Interest Income from loan to associates 4.645 4.670
----------------------------------------- -------- --------
Interest Income from loan to Available
for sale investment - 33.313
----------------------------------------- -------- --------
Total 4.645 37.983
----------------------------------------- -------- --------
Interest income on loan to related parties relates to interest
income from Bluehouse V until October 2016 when the investment was
disposed and interest income from associates relates to interest
income from GreenLake Development SRL.
36.1.2 Expenses
30 June 30 June
2017 2016
---------------------------------- -------- --------
EUR EUR
---------------------------------- -------- --------
Management Remuneration 319.621 360.317
---------------------------------- -------- --------
Interest expenses- Related Party 7.022 -
loans
---------------------------------- -------- --------
Total 326.643 360.317
---------------------------------- -------- --------
Management remuneration includes the remuneration of the CEO,
the CFO, the Group Commercial Director, the Group Investment
Director and that of the Country Managers of Ukraine and Romania
pursuant to the decisions of the remuneration committee.
36.2 Payables to related parties
30 June 31 Dec
2017 2016
--------------------------------- -------- ----------
EUR EUR
--------------------------------- -------- ----------
Board of Directors & Committees 228.185 619.562
--------------------------------- -------- ----------
Grafton Properties 123.549 123.549
--------------------------------- -------- ----------
Secure Management Services Ltd 25.393 15.179
--------------------------------- -------- ----------
SECURE Management Ltd 130.000 1.062
--------------------------------- -------- ----------
Management Remuneration 368.898 386.798
--------------------------------- -------- ----------
Total 876.025 1.146.150
--------------------------------- -------- ----------
36.2.1 Board of Directors & Committees
The amount payable represents remuneration payable to
Non-Executive Directors until the end of the reporting period. The
members of the Board of Directors pursuant to a recommendation by
the remuneration committee and in order to facilitate the Company's
cash flow, will receive part of their payment in exchange for
shares in the Company's capital. The Company proceeded during H1
2017 with settling part of the directors remuneration related to
2014 in the amount of GBP 90.900 with a remaining liability to be
settled for 2014 in the amount of GBP 47.300 while for 2015
remuneration (GBP 201.647) the directors were issued within H1 2017
576.133 new ordinary shares.
36.2.2 Loan payable to Grafton Properties
During the Company restructuring in 2011 and under the
Settlement Agreement of July 2011, the Company undertook the
obligation to repay to certain lenders who had contributed funds
for the operating needs of the Company between 2009-2011, by
lending to AISI Realty Capital LLC as the SC Secure Capital Ltd was
named then, the total amount of USD 450.000. As of the reporting
date the liability towards Grafton Properties, representing the
Lenders, was USD 150.000, which is contingent on the Group raising
USD 50m of capital in the markets.
36.2.3 Management Remuneration
Management Remuneration represents deferred amounts payable to
the CEO and CFO of the Company, as well as the Group Commercial
Director, the Group Investment Director and the Country Managers
for Romania and Ukraine.
36.3 Loans from SC Secure Capital Ltd to the Company's
subsidiaries
SC Secure Capital Ltd, the finance subsidiary of the Company
provided capital in the form of loans to the Ukrainian subsidiaries
of the Company so as to support the acquisition of assets,
development expenses of the properties, as well as various
operational costs.
Borrower Limit Principal Principal
as of as of
30 Jun 31 Dec
2017 2016
-------------------------- ----------- ---------- -----------
EUR EUR EUR
-------------------------- ----------- ---------- -----------
LLC "TERMINAL BROVARY" - - 30.724.931
-------------------------- ----------- ---------- -----------
LLC "AISI UKRAINE" 23.062.351 13.058 14.257
-------------------------- ----------- ---------- -----------
LLC "ALMAZ PRES UKRAINE" 8.236.554 148.953 162.633
-------------------------- ----------- ---------- -----------
LLC "AISI ILVO" 148.966 32.770
-------------------------- ----------- ---------- -----------
Total 194.781 30.901.821
-------------------------- ----------- ---------- -----------
In that context SC Secure Capital Ltd has provided a loan to
Limited Liability Company "Terminal Brovary. This loan was
transferred to SL Secure Logistics Limited by the end of 2016. This
loan was transferred together with the sale of Terminal Brovary to
the buyer (Note 17).
A potential Ukrainian Hryvnia weakening/strengthening by 10%
against the US dollar with all other variables held constant, would
result in an exchange difference on I/C loans to foreign holdings
of (EUR19.248)/ EUR19.248 respectively, estimated on balances held
at 30 June 2017.
36.4 Loans to associates
30 June 31 Dec
2017 2016
------------------------------------- -------- --------
EUR EUR
------------------------------------- -------- --------
Loans to Green Lake Development SRL 268.755 264.110
------------------------------------- -------- --------
Total 268.755 264.110
------------------------------------- -------- --------
The loan was given to GreenLake Development SRL from Edetrio
Holdings Limited. The agreement was signed on 17 February 2012 and
bears interest 5%. The maturity date is 30 April 2018.
36.5 Loans from related parties
30 June 31 Dec
2017 2016
------------------------------------- -------- --------
EUR EUR
------------------------------------- -------- --------
Loan from Narrowpeak Consultants 59.134 59.134
------------------------------------- -------- --------
Loan from Secure Management Limited 30.000 300.000
------------------------------------- -------- --------
Loan from Directors 375.000 -
------------------------------------- -------- --------
Total 464.134 359.134
------------------------------------- -------- --------
Loans from Directors reflects loans provided from 3 Directors as
bridge financing for future property acquisitions. The loans bear
interest 8% annually and are repayable on 30 April 2018.
37. Contingent Liabilities
37.1 Tax Litigation
The Group performed during the reporting period a part of its
operations in the Ukraine, within the jurisdiction of the Ukrainian
tax authorities. The Ukrainian tax system can be characterized by
numerous taxes and frequently changing legislation, which may be
applied retroactively, open to wide and in some cases, conflicting
interpretation. Instances of inconsistent opinions between local,
regional, and national tax authorities and between the National
Bank of Ukraine and the Ministry of Finance are not unusual. Tax
declarations are subject to review and investigation by a number of
authorities, which are authorized by law to impose severe fines and
penalties and interest charges. Any tax year remains open for
review by the tax authorities during the three subsequent calendar
years; however, under certain circumstances a tax year may remain
open for longer.
The Group performed during the reporting period part of its
operations also in Romania, Greece and Bulgaria. In respect of
Romanian, Bulgarian and Greek taxation systems all are subject to
varying interpretation and to constant changes, which may be
retroactive. In certain circumstances the tax authorities can be
arbitrary in certain cases.
These facts create tax risks which are substantially more
significant than those typically found in countries with more
developed tax systems. Management believes that it has adequately
provided for tax liabilities, based on its interpretation of tax
legislation, official pronouncements and court decisions. However,
the interpretations of the relevant authorities could differ and
the effect on these condensed consolidated interim financial
statements, if the authorities were successful in enforcing their
interpretations, could be significant.
At the same time the Group's entities are involved in court
proceedings with tax authorities; Management believes that the
estimates provided within the financial statements present a
reasonable estimate of the outcome of these court cases.
37.2 Construction related litigation
There are no material claims from contractors due to the
postponement of construction/development projects or delayed
delivery other than those disclosed in the financial
statements.
37.3 Delia Lebada srl debt towards Bank of Cyprus
Sec South East Continent Unique Real Estate (SECURED) Investment
Ltd has provided in 2007 a corporate guarantee to the Bank of
Cyprus in respect to the loan provided by the latter to its
subsidiary Delia Lebada SRL, the owner of the Pantelimon Lake plot
(Note 17). As the loan is in default, the bank has initiated an
insolvency procedure. In July 2017 the Company concluded its
discussions with the bank and settled all debts and guarantees
(Note 40.1). The final cost has been fully provided for as per
management earlier estimates.
37.4 Other Litigation
The Company has a number of legal cases pending. Management does
not believe that the result of these will have a substantial
overall effect on the Group's financial position. Consequently no
such provision is included in the current financial statements.
37.5 Other Contingent Liabilities
The Group had no other contingent liabilities as at 30 June
2017.
38. Commitments
The Group had no other commitments as at 30 June 2017.
39. Financial Risk Management
39.1 Capital Risk Management
The capital structure of the Group consists of borrowings (Note
28), trade and other payables (Note 29) deposits from tenants (Note
30), financial leases (Note 32), taxes payable (Note 31) and equity
attributable to ordinary or preferred shareholders. The Group is
not subject to any externally imposed capital requirements.
Management reviews the capital structure on an on-going basis.
As part of the review Management considers the differential capital
costs in the debt and equity markets, the timing at which each
investment property requires funding and the operating requirements
so as to proactively provide for capital either in the form of
equity (issuance of shares to the Group's shareholders) or in the
form of debt. Management balances the capital structure of the
Group with a view of maximizing the shareholder's Return on Equity
(ROE) while adhering to the operational requirements of the
property assets and exercising prudent judgment as to the extent of
gearing.
39.2 Categories of Financial Instruments
Note 30 June 31 Dec
2017 2016
--------------------------------------- ----- ----------- -----------
EUR EUR
--------------------------------------- ----- ----------- -----------
Financial Assets
--------------------------------------- ----- ----------- -----------
Cash at Bank 24 1.852.546 1.701.007
--------------------------------------- ----- ----------- -----------
Long-term Receivables and prepayments 20 296.814 351.181
--------------------------------------- ----- ----------- -----------
Prepayments and other receivables 23 3.908.851 2.778.361
--------------------------------------- ----- ----------- -----------
Total 6.058.211 4.830.549
--------------------------------------- ----- ----------- -----------
Financial Liabilities
--------------------------------------- ----- ----------- -----------
Borrowings 28 37.369.445 48.475.454
--------------------------------------- ----- ----------- -----------
Trade and other payables 29 5.326.360 7.489.293
--------------------------------------- ----- ----------- -----------
Deposits from tenants 30 215.526 488.347
--------------------------------------- ----- ----------- -----------
Finance lease liabilities 32 11.008.658 11.382.788
--------------------------------------- ----- ----------- -----------
Taxes payable and provisions 31 1.687.264 1.889.184
--------------------------------------- ----- ----------- -----------
Total 55.607.253 69.725.066
--------------------------------------- ----- ----------- -----------
39.3 Financial Risk Management Objectives
The Group's Treasury function provides services to its various
corporate entities, coordinates access to local and international
financial markets, monitors and manages the financial risks
relating to the operations of the Group, mainly the investing and
development functions. Its primary goal is to secure the Group's
liquidity and to minimize the effect of the financial asset price
variability on the cash flow of the Group. These risks cover market
risks including foreign exchange risks and interest rate risk as
well as credit risk and liquidity risk.
The above mentioned risk exposures may be hedged using
derivative instruments whenever appropriate. The use of financial
derivatives is governed by the Group's approved policies which
indicate that the use of derivatives is for hedging purposes only.
The Group does not enter into speculative derivative trading
positions. The same policies provide for the investment of excess
liquidity. As at the end of the reporting period, the Group had not
entered into any derivative contracts.
39.4 Economic Market Risk Management
The Group operates in Romania, Bulgaria, Greece and Ukraine. The
Group's activities expose it primarily to financial risks of
changes in currency exchange rates and interest rates. The
exposures and the management of the associated risks are described
below. There has been no change in the way the Group to the Group's
manner in which it measures and manages risks.
Foreign Exchange Risk
Currency risk arises when commercial transactions and recognized
financial assets and liabilities are denominated in a currency that
is not the Group's functional currency. Most of the Group's
financial assets are denominated in the functional currency.
Management is monitoring the net exposures and adopts policies to
contain them so that the net effect of devaluation is
minimized.
Interest Rate Risk
The Group's income and operating cash flows are substantially
independent of changes in market interest rates as the Group has no
significant interest-bearing assets. On June 30(th) , 2016, cash
and cash equivalent financial assets amounted to EUR763.907 (31
December 2015: EUR 895.422) of which approx. EUR2.000 in UAH,
EUR260.000 in RON and EUR150.000 in BGN (Note 21) while the
remaining are mainly denominated in either USD or EUR.
The Group is exposed to interest rate risk in relation to its
borrowings amounting to EUR37.369.455 (31December 2016:
EUR48.475.454) as they are issued at variable rates tied to the
Libor or Euribor. Management monitors the interest rate
fluctuations on a continuous basis and evaluates hedging options to
align the Group's strategy with the interest rate view and the
defined risk appetite. Although no hedging has been applied for the
reporting period, such may take place in the future if deemed
necessary in order to protect the cash flow of a property asset
through different interest rate cycles. Following the sale of
Terminal Brovary (Note 17) the debt exposure of the Group has been
reduced reduced by EUR11m.
The Group's exposures to financial risk are discussed also in
Note 5.
Management monitors the interest rate fluctuations on a
continuous basis and evaluates hedging options to align the Group's
strategy with the interest rate view and the defined risk appetite.
Although no hedging has been applied for the reporting period, such
may take place in the future if deemed necessary in order to
protect the cash flow of a property asset through different
interest rate cycles.
As at 30 June 2017 the average interest rate for all the
interest bearing borrowing and financial leases of the Group stands
at 4,70% (31 December 2016: 5,32%).
The sensitivity analysis for LIBOR and EURIBOR changes applying
to the interest calculation on the borrowings principal outstanding
as at 30 June 2017 is presented below:
as at 30.06.2017 +100 bps +200 bps
--------------------- ----------------- ---------- ----------
Weighted average
interest rate 4,70% 5,70% 6,70%
--------------------- ----------------- ---------- ----------
Influence on yearly
finance costs (483.255) (966.510)
--------------------- ----------------- ---------- ----------
The sensitivity analysis for LIBOR and EURIBOR changes applying
to the interest calculation on the borrowings principal outstanding
as at 31December 2016 is presented below:
Actual +100 bps +200 bps
as at 31.12.2016
--------------------- ------------------ ---------- ------------
Weighted average
interest rate 5,32% 6,32% 7,32%
--------------------- ------------------ ---------- ------------
Influence on yearly - (567.770) (1.135.541)
finance costs
--------------------- ------------------ ---------- ------------
The Group's exposures to financial risk are discussed also in
Note 5.
39.5 Credit Risk Management
The Group has no significant credit risk exposure. The credit
risk emanating from the liquid funds is limited because the Group's
counterparties are banks with high credit-ratings assigned by
international credit rating agencies. The Credit risk of
receivables is reduced as the majority of the receivables represent
VAT to be offset through VAT income in the future. In respect of
receivables from tenants these are kept to a minimum of 2 months
and are monitored closely.
39.6 Liquidity Risk Management
Ultimate responsibility for liquidity risk management rests with
the Board of Directors, which applies a framework for the Group's
short, medium and long term funding and liquidity management
requirements. The Treasury function of the Group manages liquidity
risk by preparing and monitoring forecasted cash flow plans and
budgets while maintaining adequate reserves. The Treasury function
is also in discussions with the various lending institutions which
have provided debt to several of the Company's property
acquisitions to free as much cash us possible. Pursuant to the
financial crisis of the last few years, lending institutions have
tightened their control over property cash flows in order to secure
their debt holdings and as a result they allow only minor
percentage of the properties' cash inflows to the Company. The
following table details the Group's contractual maturity of its
financial liabilities. The tables below have been drawn up based on
the undiscounted contractual maturities including interest that
will be accrued.
30 June 2017 Carrying Total Less than From one More
amount Contractual one year to than
Cash two years two years
Flows
----------------------- ------------- ------------- ------------- ------------ -------------
EUR EUR EUR EUR EUR
----------------------- ------------- ------------- ------------- ------------ -------------
Financial assets
----------------------- ------------- ------------- ------------- ------------ -------------
Cash and cash
equivalents 1.852.546 1.852.546 1.852.546
----------------------- ------------- ------------- ------------- ------------ -------------
Prepayments and 3.908.851 3.908.851 3.908.851
other receivables
----------------------- ------------- ------------- ------------- ------------ -------------
Long Term Receivables
and prepayments 296.814 296.814 296.814
----------------------- ------------- ------------- ------------- ------------ -------------
Total Financial 6.058.211 6.058.211
assets 6.058.211
----------------------- ------------- ------------- ------------- ------------ -------------
Financial liabilities
----------------------- ------------- ------------- ------------- ------------ -------------
Borrowings 37.369.445 40.205.957 17.376.113 6.604.526 16.225.318
----------------------- ------------- ------------- ------------- ------------ -------------
Trade and other
payables 5.326.360 5.326.360 4.888.555 437.805
----------------------- ------------- ------------- ------------- ------------ -------------
Deposits from
tenants 215.526 215.526 215.526
----------------------- ------------- ------------- ------------- ------------ -------------
Finance lease
liabilities 11.008.658 14.677.038 893.003 896.804 12.887.231
----------------------- ------------- ------------- ------------- ------------ -------------
Taxes payable 945.163 945.163 945.163
----------------------- ------------- ------------- ------------- ------------ -------------
Total Financial
liabilities 54.865.154 61.370.043 24.102.834 7.501.330 29.765.880
----------------------- ------------- ------------- ------------- ------------ -------------
Total net liabilities (48.806.943) (55.311.833) (18.044.623) (7.501.330) (29.765.880)
----------------------- ------------- ------------- ------------- ------------ -------------
31 December 2016 Carrying Total Less than From one More
amount Contractual one year to than
Cash two years two years
Flows
----------------------- ------------- ------------- ------------- ------------ -------------
EUR EUR EUR EUR EUR
----------------------- ------------- ------------- ------------- ------------ -------------
Financial assets
----------------------- ------------- ------------- ------------- ------------ -------------
Cash at Bank 1.701.007 1.701.007 1.701.007 - -
----------------------- ------------- ------------- ------------- ------------ -------------
Prepayments and 2.778.361 2.778.361
other receivables 2.778.361 - -
----------------------- ------------- ------------- ------------- ------------ -------------
Long-term Receivables
and prepayments 351.181 351.181 - - 351.181
----------------------- ------------- ------------- ------------- ------------ -------------
Total Financial
assets 4.830.549 4.830.549 4.479.368 - 351.181
----------------------- ------------- ------------- ------------- ------------ -------------
Financial liabilities
----------------------- ------------- ------------- ------------- ------------ -------------
Borrowings 48.475.454 48.475.454 31.580.299 1.597.840 15.297.315
----------------------- ------------- ------------- ------------- ------------ -------------
Trade and other
payables 7.489.293 7.489.293 7.038.170 - 451.123
----------------------- ------------- ------------- ------------- ------------ -------------
Deposits from
tenants 488.347 488.347 271.019 - 217.328
----------------------- ------------- ------------- ------------- ------------ -------------
Finance lease
liabilities 11.382.788 16.538.973 961.744 930.592 14.646.637
----------------------- ------------- ------------- ------------- ------------ -------------
Taxes payable
and provisions 1.889.184 1.889.184 1.889.184 - -
----------------------- ------------- ------------- ------------- ------------ -------------
Total Financial
liabilities 69.725.066 74.881.251 41.740.416 2.528.432 30.612.403
----------------------- ------------- ------------- ------------- ------------ -------------
Total net liabilities (64.894.517) (70.050.702) (37.261.048) (2.528.432) (30.261.222)
----------------------- ------------- ------------- ------------- ------------ -------------
39.7 Net Current Liabilities
The current liabilities amounting to EUR22.945.163 exceed
current assets amounting to EUR10.573.947 by EUR12.371.216. This
difference is primarily a result of the bank borrowings related
to:
a) the residential portfolio EUR5.863.425 that are repayable by
ongoing sales proceeds, whenever these occur but according to the
IFRS appear to be repayable within the next 12 months,
b) an amount of EUR6.594.396, registered as the total liability
to the Bank of Cyprus (Delia Lebada Invest Srl loan).
Considering the above current assets are higher than current
liabilities by EUR86.605.
40. Events after the end of the reporting period
40.1 Profitable Disposal of Delia Lebada Land in Bucharest
On 26th July the Company announced the disposal of Delia Lebada
("the Disposal"), a 40,000 sqm (4 hectare) plot of land in east
Bucharest on the shore of Pantelimon Lake in which SPDI owned a
65%. The attributable sale proceeds are approximately EUR2,5
million and simultaneously, the associated property loan (principal
and interest) totaling more than EUR6,5 million with the Bank of
Cyprus was settled through a liquidation process, and the
associated corporate guarantee was released. The loan was repaid at
a rate of 45 cents / Euro (totalling EUR3 million) using a
combination of the Land Disposal proceeds (EUR2,5 million) and an
additional payment of approximately EUR550.000. Following
completion of the process the Company will retain a 5% interest in
the Special-Purpose Vehicle ("SPV") which will hold the land asset
post disposal debt free.
40.2 Conditional Sale of Kiyanovski Land in Kiev, Ukraine
On 4th July the Company announced the conditional sale of its
Kiyanovski land asset ('Kiyanovski') in central Kiev, in Ukraine to
Riverside Developments ('Riverside'), a large Ukrainian developer,
for a price to be finally determined at closing but will be in
excess of US$3 million (which reflects approximately the valuation
at the year-end accounts). As part of a pre-Sale and Purchase
Agreement ('the Agreement') signed by both parties, Riverside paid
SPDI a total down payment of US$150.000, out of which an amount of
US$100.000 is non-refundable deposit, in exchange for being granted
a period of four months during which it will seek to obtain a
construction permit to develop Kiyanovski. Subject to the issue of
the permit and other relevant authorisations, both parties will
sign a Sale and Purchase Agreement covering the sale of
Kiyanovski.
40.3 Finance director appointment
The board wants to thank the CFO, Bitros Constantinos, for his
long standing services to the Company as these would be the last
financial statements he will be preparing. Constantinos Bitros will
continue offering his services to the Company in the asset
management context. From now on the financial statements will be
prepared by Mr. Theofanis Antoniou, Finance Director, who has acted
as the finance director of several companies including two property
companies active in the South East Europe region (with emphasis in
Greece and Bulgaria) as well as of the parent company of an AIM
listed company active in the IT sector.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR XVLFLDKFZBBK
(END) Dow Jones Newswires
September 28, 2017 10:00 ET (14:00 GMT)
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