Interim Results

Dawnay, Day Carpathian PLC 28 September 2007 Dawnay, Day Carpathian PLC ('DDC' or the 'Company') Unaudited Interim results for the six months ended 30th June 2007 Highlights • Successful secondary Placing raising a further £100 million (before expenses) completed in May 2007 • Diversified portfolio spread across 6 countries in Central and Eastern Europe • During the six-month period ended 30th June 2007, the Company committed £29 million of equity to a forward purchase of 55% of a development in Riga. Since 30th June 2007, announced a further two development transactions for a combined equity commitment of £30 million (including the Arad development announced today) • On track to meet the investment targets timetable set in May 2007 supported by a robust pipeline of some ten transactions which includes a balanced mix of development and income producing opportunities • On track to deliver dividend targets of 10p for 2007 and 2008 • Net rental income of £11.11 million (30th June 2006: £4.42 million) • Net profit grew to £7.16million (30th June 2006: £5.18 million) excludes any new revaluation surplus as the properties are only revalued on an annual basis • Basic earnings per share is 3.7 pence, while diluted earnings per share is 3.6 pence • NAV per share of 112.41 pence (31 December 2006: 114.15 pence). Adjusted NAV per share of 119.67 pence (31 December 2006: 126.68 pence). The change in NAV values largely reflects the impact of the £100m secondary Placing and dividend declared of £10.7 million during the period. Rupert Cottrell, Chairman of Dawnay, Day Carpathian, said: 'We are pleased to report that the Company remains in a good position with a strong and geographically diverse portfolio. While global market conditions have unsettled specific markets, revenues from our operations have been unaffected and in time should generate acquisition opportunities for the Company as some of the less established buyers fall away thereby reducing competition. The additional funds raised in May 2007 will enable the continued expansion of the portfolio and the Company is pleased to confirm it remains on track to deliver on its dividend targets of 10p for 2007 and 2008.' Enquiries: Dawnay, Day Carpathian PLC Paul Rogers 020 7834 8060 Balazs Csepregi Cardew Group Tim Robertson 020 7930 0777 Catherine Maitland Chairman's statement I am pleased to report that following the successful secondary Placing completed in May 2007, the Company is on track to build a substantial retail portfolio in Central and Eastern Europe, within the timetable set. While market conditions have become less predictable, the property investment manager, Dawnay, Day PanTerra ('PanTerra') believes that the Company is well positioned given the current transaction pipeline which in itself is sufficient to meet the Company's investment targets together with the expectation of being able to take advantage of more opportunistic purchases arising from reduced competition as less established buyers find it harder to operate. During the six-month period, the Company delivered a solid financial performance generated currently from the income producing property portfolio which benefits significantly from being diversified geographically as well as by target customer groups. The Company's investment strategy remains focused on enhancing the diversification of the present portfolio through acquiring or developing new properties in new locations as well as continuing to pursue the significant asset management opportunities across the existing portfolio. Ultimately, the Company is committed to providing shareholders with a resilient property portfolio and delivering reliable dividend income and capital growth. Financial results The Company generated net rental income for the period of £11.11 million (30th June 2006: £4.42 million) which led to a profit before tax of £7.16 million (30th June 2006: £5.18 million). The basic earnings per share of the Company were 3.7 pence, while the diluted earnings per share were 3.6 pence. NAV per share was 112.41 pence (31 December 2006: 114.15 pence) and the adjusted NAV per share was 119.67 pence (31 December 2006: 126.68 pence). The change in NAV values largely reflects the impact of the £100 million secondary Placing and dividend declared of £10.7 million during the period. As at 30th June 2007, the Company's borrowings totalled £256.2 million, representing a loan to value ratio of 69%. The weighted average lengths of the loans are approximately 2.7 years. The weighted average interest rate of the borrowings is 5.21% for the period. The Company has hedged its interest rate exposure by swapping the variable Euribor rate to an average fixed rate of 3.57%. Dividends The Board has declared its first dividend in respect of the financial year ended 31 December 2007 of 3.33 pence per share on 23 April 2007. This will be paid on 28 September 2007 to ordinary shareholders on the register at the close of business on 4 May 2007. The Company's intention is to pay an additional interim dividend of 3.33 pence per share, together with a final dividend for the financial year ended 31 December 2007, which is intended to result in an aggregate dividend payment of 10 pence per share for the financial year ended 31 December 2007. Property portfolio During the period, the Company committed £29 million of equity to the forward purchase of 55% of the Riga development and since then we have announced a further two development transactions for a combined equity commitment of £30 million. In addition, all conditions were met in the early part of 2007, with regard to the final completion of the £57.75 million acquisition of the Interfruct portfolio in Hungary first announced in November 2006. The underlying market conditions reflect increasing consumer spending and affordable rents. This is feeding through to more prompt rental payments. The development of the Galleria Patollo shopping centre in Riga, Latvia, is continuing on track, this is a substantial project which on completion in 2009 is expected to be worth in excess of £170 million. The Company's largest asset, the Promenada Shopping Centre in Poland is currently being extended by 7,600 sqm to incorporate further retail space and this is also progressing to plan. Today the Company announced the acquisition of a retail development site in Arad, Romania for £8.3 million. This acquisition follows on from the acquisition of the development site in Cluj-Napoca, Romania announced in August 2007 and is the second of the four pipeline deals identified by PanTerra at the time of the second fund raising completed in May 2007. Share buy back The Company continues to actively monitor share buy back opportunities, but is equally conscious of conserving existing cash resources for its investment commitments. Outlook The macroeconomic outlook within our target markets is still attractive and the Board believe it provides the Company with excellent growth prospects in the consumer sector in the medium and short term. The present market turbulence experienced in the credit markets of primarily USA and Western Europe has so far only had a slight impact on our target markets. In addition, the slight adjustments in pricing on new debt instruments for prospective deals are compensated by the favourable changes in the Euro swap rates. The Board feels that the present market conditions paired with the Company's resources and its experience in these markets provides us with excellent opportunities to deliver outstanding value to our shareholders. UNAUDITED CONSOLIDATED INCOME STATEMENT 30-Jun-07 30-Jun-06 31-Dec-06 For the six months ended 30 June 2007 GROUP Note £'000 £'000 £'000 Gross rental income 13,146 4,635 15,799 Service charge income 4,825 1,449 5,946 Service charge expense (5,606) (1,355) (6,712) Property operating expenses (1,621) (491) (2,679) Other property income 367 184 335 _________________________________ Net rental and related income 11,111 4,422 12,689 Changes in fair value of investment property 2 - - 36,792 Changes in fair value of financial assets and liabilities (841) (174) (1,147) Net Foreign Exchange (loss) / gain 1,186 (341) 1,388 Administrative expenses (1,561) (911) (2,140) _________________________________ Net operating profit before net financing income 9,895 2,996 47,582 _________________________________ Financial income 4,888 4,115 6,839 Financial expense (7,624) (1,935) (7,660) _________________________________ Net financing (expense)/income 3 (2,736) 2,180 (821) _________________________________ Net profit before tax 7,159 5,176 46,761 Tax (1,182) (618) (10,739) _________________________________ PROFIT FOR THE PERIOD 5,977 4,558 36,022 ================================= Attributable to: Equity holders of the Company 5,977 4,460 30,706 Minority Interests - 99 5,316 Basic and diluted earnings per share for profit attributable to the equity holders of the Company during the period Basic earnings per share 4 3.7 3.1 21.1 Diluted earnings per share 4 3.6 3.0 21.0 UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the six months ended 30 June 2007 Share Share Minority Translation Retained Capital Premium Interest Reserve Earnings Total GROUP Note £'000 £'000 £'000 £'000 £'000 £'000 _______________________________________________________ Balance as at 1 January 2006 1,454 125,556 230 (95) 14,675 141,820 Profit for the period - - - - 36,022 36,022 Minority interest - - 460 - (460) - Dividend paid - - - - (2,909) (2,909) Carried interest allocation to minority shareholders - - 4,856 - (4,856) - Translation into presentation currency - - - (3,372) - (3,372) _______________________________________________________ Balance as at 31 December 2006 1,454 125,556 5,546 (3,467) 42,472 171,561 ======================================================= Balance as at 1 January 2007 1,454 125,556 5,546 (3,467) 42,472 171,561 Profit for the period - - - - 5,977 5,977 Purchase of minority shareholders' interest - - (690) - - (690) Dividend Paid 8 - - - - (5,841) (5,841) Dividend Declared 8 - - - - (4,868) (4,868) Translation into presentation currency - - - (758) - (758) Issue of shares 6 839 99,761 - - - 100,600 Costs of issue of shares 6 - (3,304) - - - (3,304) _______________________________________________________ Balance as at 30 June 2007 2,293 222,013 4,856 (4,225) 37,740 262,677 ======================================================= 30-Jun-07 30-Jun-06 31-Dec-06 UNAUDITED CONSOLIDATED BALANCE SHEET For the six months ended 30 June 2007 GROUP Note £'000 £'000 £'000 ASSETS Non current assets Investment property 371,148 227,459 368,692 Goodwill 18,139 9,727 16,578 Costs relating to future acquisitions 266 - 436 Deferred income tax assets 937 734 964 Other Investments 5 4,970 - - Loans receivable 5 1,685 - - ________________________________ 397,145 237,920 386,670 ________________________________ Current assets Trade and other receivables 6,809 5,462 10,368 Cash and cash equivalents 164,623 94,350 75,131 Financial assets 4,814 2,035 2,666 ________________________________ 176,246 101,847 88,165 ________________________________ TOTAL ASSETS 573,391 339,767 474,835 ================================ EQUITY Issued Capital 6 2,293 1,454 1,454 Share Premium 6 222,013 125,556 125,556 Retained Earnings 37,740 19,135 42,472 Translation reserve ( 4,225) 672 ( 3,467) ________________________________ Total equity attributable to equity holders of the parent 257,821 146,817 166,015 ________________________________ Minority Interest 4,856 329 5,546 ________________________________ TOTAL EQUITY 262,677 147,146 171,561 ================================ LIABILITIES Non-current liabilities Bank loans 213,529 159,726 189,535 Deferred income tax liabilities 35,801 11,586 35,336 ________________________________ 249,330 171,312 224,871 ________________________________ Current liabilities Trade and other payables 11,290 17,097 11,838 Bank loans 42,651 4,038 64,702 Dividend Payable 4,868 - - Provisions 729 - 729 Financial liabilities 1,846 174 1,134 ________________________________ 61,384 21,309 78,403 ________________________________ TOTAL LIABILITIES 310,714 192,621 303,274 ________________________________ TOTAL EQUITY AND LIABILITIES 573,391 339,767 474,835 ________________________________ UNAUDITED CONSOLIDATED CASH FLOW STATEMENT 30-Jun-07 30-Jun-06 31-Dec-06 For the six months ended 30 June 2007 GROUP Note £'000 £'000 £'000 Cash flows from operating activities Cash generated from operations 7 12,678 1,282 2,940 Income taxes paid (1,168) - (797) ________________________________ Net cash generated from operating activities 11,510 1,282 2,143 ________________________________ Cash flows from investing activities Capital expenditure on investment properties (2,259) (2,287) (34,486) Capital expenditure on incomplete acquisitions - - (436) Investment in unconsolidated entities (1,685) - - Loans advanced to unconsolidated entities (4,970) - - Interest received 2,273 2,598 4,593 Acquisition of subsidiaries (1,094) (6,824) (70,937) Acquisition of minority interest in subsidiaries (987) - - Loans advanced to Subsidiaries before acquisition - (19,460) (22,476) ________________________________ Net cash used in investing activities (8,722) (25,973) (123,742) ________________________________ Cash flows from financing activities Dividends Paid (5,841) (4,363) (7,272) New bank loans raised 28,668 - 86,045 Proceeds on issue of shares, net of issuance costs 97,296 - - Interest paid (6,279) (1,505) (7,075) Repayments of borrowings (27,354) (1,766) - ________________________________ Net generated / (cash used in) from financing activities 86,490 (7,634) 71,698 ________________________________ Net increase / (decrease) in cash and cash equivalents 89,278 (32,325) (49,900) Cash and cash equivalents at the beginning of the period 75,131 126,145 126,145 Exchange gains / (losses) on cash and cash equivalents 214 530 ( 1,114) ________________________________ Cash and cash equivalents at the end of the period 164,623 94,350 75,131 ________________________________ Notes to the Unaudited Consolidated financial statements 1 General information Dawnay, Day Carpathian PLC (the 'Company') is a company incorporated and domiciled in the Isle of Man on the 2 June 2005 for the purpose of investing in the retail property market in Central and Eastern Europe. The interim report of Dawnay, Day Carpathian PLC for the six months ended 30 June 2007, comprises the Company and its subsidiaries (together referred to as the 'Group'). The Company's registered address is IOMA House, Hope Street, Douglas Isle of Man. The Company was admitted to the AIM of the London Stock Exchange and commenced trading its shares on 26 July 2005. The Company raised approximately £140m at listing and a further £100m in May 2007 (before admission costs). The functional currency of the consolidated financial statements is the Euro as it is the currency of the primary economic environment in which the Group operates. The consolidated financial statements are presented in Pounds Sterling (presentation currency) for the convenience of readers. The translation between the functional and presentation currency is in accordance with the Group's accounting policies. 2 Significant accounting policies The interim report for the six months ended 30 June 2007 is unaudited and has been prepared based on the accounting policies set out in the statutory accounts for the year ended 31 December 2006. The Group's policy is to fair value investment properties annually at 31 December, as a result no fair value adjustments have been recognised in the income statement for the six months ended 30 June 2007. 3 Net financing income Net financing income 30-Jun-07 30-Jun-06 31-Dec-06 £'000 £'000 £'000 GROUP Interest income from financial institutions 2,254 2,693 4,593 Fair value adjustment of interest rate swaps 2,276 1,422 2,246 Interest income from related party 358 - - ____________________________ Financial income 4,888 4,115 6,839 ____________________________ Gross interest expenses on bank borrowings (7,130) (1,761) (7,597) Unwinding of unrealised direct issue costs of borrowings (494) (174) (63) ____________________________ Financial expense (7,624) (1,935) (7,660) ____________________________ Net financing costs (2,736) 2,180 (821) ____________________________ 4 Earning per share Basic earning per share The calculation of basic earnings per share at 30 June 2007 was based on the profit attributable to ordinary shareholders of £5,977,000 and a weighted average number of ordinary shares outstanding during the six month period ended 30 June 2007 of 162,425,595, calculated as follows: 30-Jun-07 30-Jun-06 31-Dec-06 GROUP Profit attributable to ordinary £'000 £'000 £'000 shareholders Profit for the period 5,977 4,558 36,022 Minority interest - (99) (5,316) _________________________________ Profit attributable to ordinary shareholders 5,977 4,459 30,706 ================================= Weighted average number of ordinary shares Shares in Issue at 31 December 2005 and 2006 145,430,015 145,430,015 145,430,015 Effect of shares issued on 23 February 2007 420,994 - - Effect of shares issued on 18 May 2007 16,574,586 - - ___________________________________ Weighted average number of ordinary shares 162,425,595 145,430,015 145,430,015 =================================== Basic earnings per share 3.7p 3.1p 21.1p Diluted earning per share The calculation of diluted earnings per share at 30 June 2007 was based on the profit attributed to ordinary shareholders of £5,977,000 and a weighted average number of ordinary shares outstanding during the period ended 30 June 2007 of 164,995,950 calculated as follows: Profit attributable to ordinary £'000 £'000 £'000 shareholders (diluted) Profit for the period 5,977 4,558 36,022 Minority interest - (99) (5,316) ________________________________ Profit attributable to ordinary shareholders 5,977 4,459 30,706 ================================ Weighted average number of ordinary shares Weighted average number of ordinary shares 162,425,595 145,430,015 145,430,015 Effect of dilutive potential ordinary shares: Share options 2,570,355 1,989,605 1,085,853 ___________________________________ Weighted average number of ordinary shares (diluted) 164,995,950 147,419,620 146,515,868 =================================== Diluted earnings per share 3.6p 3.0p 21.0p 5 Other Investments On 2 April 2007 the Group agreed to the purchase of a 55% interest in SIA Patollo, on the completion of the development of Galleria Patollo shopping centre in Riga, Latvia. Under the agreement, the Group is committed to making staged, conditional payments via debt and equity to partially fund the project. The eventual cost of the acquisition of the investment in SIA Patollo is dependent on the value of the shopping centre on completion of the development. As at 30 June 2007, the funding committed to the project, comprised of £4,970,000 paid for 17.7% of the share in SIA Patollo and a loan of £1,685,000 to SIA Patollo bearing interest of 25% per annum. 6 Share capital and share premium AUTHORISED: Number of £'000 Ordinary Shares of 1 p each 30 June 2006 and 31 December 2006 200,000,000 2,000 17 May 2007 - Increase of authorised share capital 150,000,000 1,500 ____________ _________ 30 June 2007 350,000,000 3,500 ____________ _________ On the 17th of May 2007 the authorised share capital of the Company was increased to £3,500,000 by the creation of 150,000,000 ordinary shares of 1p each ISSUED: Number of Shares Share Share Issued and Capital Premium Fully Paid £'000 £'000 Ordinary shares of 1p each _____________________________ Balance at 30 June 2006 and 31 December 2006 145,430,015 1,454 125,556 _____________________________ 23 February 2007 - share option exercised 600,000 6 594 18 May 2007 - issue for cash 83,333,334 833 99,167 18 May 2007 - placing cost - - (3,304) _____________________________ Balance at 30 June 2007 229,363,349 2,293 222,013 _____________________________ On the 23 February 2007, Numis Securities Limited exercised a portion of their option, and purchased 600,000 ordinary shares at £1 per share. On the 18 May 2007, the Company issued 83,333,334 ordinary shares in relation to its public offering at £1.20 per share. The Company incurred costs of £ 3,304,000 relating to the issue of shares. These equity transaction costs were deducted from equity in accordance with IAS 32, Financial Instruments Disclosure and Presentation. 7 Notes to the Cash Flow Statement 30-Jun-07 30-Jun-06 31-Dec-06 GROUP Cash generated from operations £'000 £'000 £'000 Profit for the period 5,977 4,558 36,022 Adjustments for: Increase in fair value of interest rate swaps (2,276) (1,624) (2,246) Increase in fair value of financial liabilities 841 - 1,147 Unwinding of unrealised direct issue costs of borrowings 494 174 63 Net other finance (income) / expense 4,518 (556) 3,004 Increase in fair value of investment property - - (36,792) Income tax expense 1,183 618 10,739 Unrealised foreign exchange (loss)/gain (1,186) - (1,388) _____________________________ Operating cash flows before movements in working capital 9,551 3,170 10,549 _____________________________ Decrease/(Increase) in receivables 3,897 1,579 (3,091) Increase in payables (770) (3,467) (4,518) _____________________________ Cash generated from operations 12,678 1,282 2,940 _____________________________ 8 Dividends 30-Jun-07 31-Dec-06 £'000 £'000 GROUP Dividend paid in 2006 for the year - 2,909 Dividend paid in 2007 for the year - 5,841 Dividend declared for the year 4,868 - _____________________ 4,868 8,750 _____________________ An interim dividend of 3.33p per share for the year ended 31 December 2007 was declared on the 24 April 2007 and will be paid on 28 September 2007 to ordinary shareholders on the register at close of business on 4 May 2007. This information is provided by RNS The company news service from the London Stock Exchange

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